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(Mark One)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the quarterly period endedMarch 31,2025OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 Commission File Number:001-40881 Pyxis Oncology, Inc.(Exact Name of Registrant as Specified in its Charter) Registrant’s telephone number, including area code: (617)453-3596 Securities registered pursuant to Section 12(b) of the Act: Title of each classTradingSymbol(s)Name of each exchange on which registeredCommon Stock, par value $0.001 per sharePYXSNasdaq Global Select Market 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 of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject tosuch 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 Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required tosubmit 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 the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerginggrowth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒ 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 withany new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☒ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ As of May 14, 2025, the registrant had61,947,665shares of common stock, $0.001 par value per share, outstanding. Table of Contents PageSummary Risk Factors1PART I.FINANCIAL INFORMATION2Item 1.Financial Statements (Unaudited)2Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 20242Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months EndedMarch 31, 2025 and 20243Condensed Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31, 2025and 20244Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025 and 20245Notes to Condensed Consolidated Financial Statements6Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations15Item 3.Quantitative and Qualitative Disclosures About Market Risk24Item 4.Controls and Procedures24PART II.OTHER INFORMATION25Item 1.Legal Proceedings25Item 1A.Risk Factors25Item 2.Unregistered Sales of Equity Securities and Use of Proceeds61Item 3.Defaults Upon Senior Securities61Item 4.Mine Safety Disclosures61Item 5.Other Information61Item 6.Exhibits62Signatures63 SUMMARY RISK FACTORS You should consider carefully the risks described under “Risk Factors” in Part II, Item 1A of this Quarterly Report onForm 10-Q. References to “Pyxis Oncology,” the “Company,” “we,” “us,” and “our” in this section titled “Summary Risk Factors”refer to Pyxis Oncology, Inc. and its wholly owned subsidiaries. A summary of the risks that could materially and adversely affectour business, financial condition, operating results and prospects include the following: •We are a clinical stage oncology company with a limited operating history and have incurred significant losses sinceour inception and anticipate that we will continue to incur losses over at least the next several years and may neverachieve or maintain profitability.•We will require substantial additional capital to finance our operations. If we are unable to raise such capital whenneeded, or on acceptable terms, we may be forced to delay, reduce or eliminate one or more of our research and productdevelopment programs or future commercialization efforts.•We are heavily dependent on the success of our product candidate, micvotabart pelidotin, which is in the early stages ofclinical development. If our product candidate is not successful in clinical trials or does not receive regulatory approvalor licensure or is not successfully commercialized, our business will be materially and adversely affected.•Our product candidate may fail in development or suffer delays that materially and adversely affect its commercialviability. If we or our existing or future collaborators are unable to initiate and complete clinical development of, obtainregulatory approval or licensure for or commercialize our product candidate or exper