Please wait

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13D/A 0001769457 XXXXXXXX LIVE 5 Common Stock, par value $0.001 per share 03/31/2025 false 0001782223 747324101 Pyxis Oncology, Inc. 321 Harrison Avenue Boston MA 02118 Pamela Connealy (617) 453-3596 321 Harrison Avenue Boston MA 02118 0001769457 N Lara Sullivan, M.D. PF N X1 0 7543007 0 7543007 7543007 N 11.21 IN Common Stock, par value $0.001 per share Pyxis Oncology, Inc. 321 Harrison Avenue Boston MA 02118 This Amendment No. 5 to Schedule 13D ("Amendment No. 5") is being filed by the undersigned, pursuant to Rule 13d-2(a) under the Act, with respect to the Common Stock, $0.001 par value per share (the "Shares"), of Pyxis Oncology, Inc. (the "Issuer"), whose principal executive offices are located at 321 Harrison Avenue, Boston, Massachusetts 02118. This Amendment No. 5 amends and supplements the statement on Schedule 13D filed with the U.S. Securities and Exchange Commission (the "SEC") on October 22, 2021 (the "Original Schedule 13D"), as amended by Amendment No. 1 filed on May 23, 2022, Amendment No. 2 filed on April 4, 2023, Amendment No. 3 filed on April 3, 2024 and Amendment No. 4 filed on December 23, 2024(together with this Amendment No. 5, the "Schedule 13D"). Capitalized terms used herein and not otherwise defined in this Amendment No. 5 have the meanings previously defined in the Schedule 13D. Except as specifically provided herein, this Amendment No. 5 does not modify any of the information previously reported in the Schedule 13D. Lara Sullivan 321 Harrison Avenue, Boston, MA, 02118. President, Chief Executive Officer and Chief Medical Officer of Pyxis Oncology, Inc. No No United States of America Item 3 of the Schedule 13D is hereby amended and supplemented as follows: In connection with Lara Sullivan's role as President, Chief Executive Officer and Chief Medical Officer of the Issuer, on March 31, 2025, the Issuer granted the Reporting Person a stock option to purchase 918,308 Shares at an exercise price of $0.98 per share. Such stock options vest over a four year period, with 25% vesting on the first anniversary of the grant date, and the remaining 75% vesting in 36 equal monthly installments thereafter, subject to the Reporting Person's continued employment through the applicable vesting date. Item 4 of the Schedule 13D is hereby amended and supplemented as follows: The response to Item 3 of this Amendment No. 5 is incorporated by reference herein. Item 5 of the Schedule 13D is hereby amended and supplemented as follows: As of the date hereof, the Reporting Person may be deemed to be the beneficial owner of 7,543,007 Shares, representing approximately 11.21% of the total number of shares outstanding.This amount includes: (i) an aggregate 5,139,125 Shares obtainable upon exercise of options, certain of which are subject to vesting upon the Reporting Person's continued employment through the applicable vesting date; and (ii) 537,335 Shares obtainable upon vesting of RSUs, all of which are subject to vesting upon the Reporting Person's continued employment through the applicable vesting date. The foregoing beneficial ownership percentage is based on the sum of (i) 61,590,415 Shares outstanding as of March 17, 2025, as reported in the Issuer's Annual Report on Form 10-K filed on March 18, 2025, plus (ii) the 5,139,125 Shares issuable upon exercise of options granted to the reporting person, and (iii) the 537,335 Shares issuable upon vesting of RSUs granted to the Reporting Person, each of (ii) and (iii) which have been added to the total Shares outstanding in accordance with Rule 13d-(d)(1)(i) under the Act. The response to Item 5(a) of this Amendment No. 5 is incorporated by reference herein. The response to Item 3 of this Amendment No. 5 is incorporated by reference herein. Other than as disclosed in this Amendment No. 5, there have been no transactions in the Shares by the Reporting Person effected during the past sixty days. Lara Sullivan, M.D. /s/ Lara Sullivan Lara Sullivan, President,Chief Executive Officer & Chief Medical Officer 04/02/2025 Attention: Intentional misstatements or omissions of fact constitute federal violations (see 18 U.S.C. 1001).