Pyxis Oncology Inc 2024年度报告

(Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year endedDecember 31,2024OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THETRANSITION PERIOD FROMTOCommission File Number001-40881Pyxis Oncology, Inc.(Exact name of Registrant as specified in its Charter)Delaware83-1160910(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.)321 Harrison AvenueBoston,Massachusetts02118(Address of principal executive offices)(Zip Code)Registrant’s telephone number, including area code: (617)453-3596 Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.YES☐NO☒ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.YES☐NO☒ Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months(or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.YES☒NO☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of thischapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).YES☒NO☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See thedefinitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☒Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accountingstandards provided pursuant to Section 13(a) of the Exchange Act.☒ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting underSection 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of anerror to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’sexecutive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).YES☐NO☒The aggregate market value of the common equity held by non-affiliates of the registrant was $182.9million as of June 28, 2024, the last trading day prior to the quarter ended June 30, 2024 based on the closing price of $3.31 as reported on the Nasdaq Global Select Market on such date. Shares of the registrant's common stock held by executive officers, directors, andtheir affiliates have been excluded from this calculation. The determination of affiliate status is not necessarily a conclusive determination for other purposes.As of March 17, 2025, the Registrant had61,590,415shares of common stock, $0.001 par value per share, outstanding. Portions of the registrant's definitive proxy statement for its 2025 Annual Meeting of Stockholders, which the registrantintends to file pursuant to Regulation 14A with the Securities andExchange Commission not later than 120 days after the registrant’s fiscal year ended December 31, 2024, are incorporated by reference into Part III of this Annual Report on Form 10-K. Table of Contents PART I Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities80Item 6.[Reserved]80Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations81Item 7A.Quantitative and Qualitative Disclosures About Market Risk90Item 8.Financial Statements and Supplementary Data90Item 9.Changes in and Disagreements With Accountants on Accounting a