false000178222300017822232024-06-112024-06-11

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 11, 2024

 

 

Pyxis Oncology, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-40881

83-1160910

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

321 Harrison Avenue

 

Boston, Massachusetts

 

02118

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 617-221-9059

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, par value $0.001 per share

 

PYXS

 

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

 

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 11, 2024, Pyxis Oncology, Inc. (the “Company”) held its Annual Meeting of Stockholders at 10:00 a.m. Eastern Daylight Time in a virtual format via live audio webcast (the “Annual Meeting”). As of April 18, 2024, the Company’s record date, there were a total of 58,876,390 shares of common stock outstanding and entitled to vote at the Annual Meeting. At the beginning of the Annual Meeting, 42,336,191 shares of common stock were present virtually, in person or by proxy, and, therefore, a quorum was present. Two items of business were acted upon by the stockholders at the Annual Meeting. The final results for the votes regarding each proposal are set forth below.

 

Proposal One: Election of Dr. Santhosh Palani, Ph.D., CFA as Class I Director and Mr. John Flavin, Dr. Lara Sullivan, M.D. and Dr. Jakob Dupont, M.D. as Class III Directors

 

Dr. Santhosh Palani, Ph.D., CFA was elected to serve as a Class I director to hold office until the Company’s 2025 Annual Meeting of Stockholders and until the election and qualification of his successor. Votes were cast as follows:

 

Name of Director Nominee

For

Withheld

Broker Non-Votes

Dr. Santhosh Palani, Ph.D., CFA

28,241,400

93,674

14,001,117

 

Mr. John Flavin, Dr. Lara Sullivan, M.D. and Dr. Jakob Dupont, M.D. were elected to serve as Class III directors to hold office until the Company’s 2027 Annual Meeting of Stockholders and until the election and qualification of their successors. Votes were cast as follows:

 

Name of Director Nominee

For

Withheld

Broker Non-Votes

Mr. John Flavin

21,045,395

7,287,768

14,003,028

Dr. Lara Sullivan, M.D.

24,369,861

3,963,302

14,003,028

Dr. Jakob Dupont, M.D.

 

28,220,452

 

114,622

 

14,001,117

 

Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm

 

The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 by the following vote:

 

For

Against

Abstain

Broker Non-Votes

42,153,375

151,087

31,729

—

 

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

Pyxis Oncology, Inc.

 

 

 

 

Date:

June 11, 2024

By:

/s/ Pamela Connealy

 

 

 

Pamela Connealy
Chief Financial Officer and Chief Operating Officer
 

 

 

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Entity Registrant Name Pyxis Oncology, Inc.
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Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 83-1160910
Entity Address, Address Line One 321 Harrison Avenue
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