Pyxis Oncology Inc.

10/09/2026 | Press release | Distributed by Public on 10/09/2026 12:40

Amendment to Statement of Changes in Beneficial Ownership (Form 4/A)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
GordonMD Global Investments LP
2. Issuer Name and Ticker or Trading Symbol
Pyxis Oncology, Inc. [PYXS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
9460 WILSHIRE BLVD, SUITE 420
3. Date of Earliest Transaction (Month/Day/Year)
10/01/2026
(Street)
BEVERELY HILLS, CA 90212
4. If Amendment, Date Original Filed (Month/Day/Year)
10/02/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Purchase Warrant $3.50(3) 10/01/2026 P 7,172,000 (4) (5) Common Stock 7,172,000 (2) 7,172,000 I See footnote(1)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GordonMD Global Investments LP
9460 WILSHIRE BLVD
SUITE 420
BEVERELY HILLS, CA 90212
X
GordonMD Long Biased Master Fund LP
9460 WILSHIRE BLVD
SUITE 420
BEVERLY HILLS, CA 90212
X
GordonMD Long Biased GP LLC
9460 WILSHIRE BLVD
SUITE 420
BEVERLY HILLS, CA 90212
X
Gordon Craig D
9460 WILSHIRE BLVD
SUITE 420
BEVERLY HILLS, CA 90212
X

Signatures

GordonMD Global Investments LP, By: GordonMD Global Investments GP LLC, By: /s/ Craig D. Gordon, Managing Member 10/09/2026
**Signature of Reporting Person Date
GordonMD Long Biased Master Fund LP, By: GordonMD Long Biased GP LLC, By: /s/ Craig D. Gordon, Managing Member 10/09/2026
**Signature of Reporting Person Date
GordonMD Long Biased GP LLC, By: /s/ Craig D. Gordon, Managing Member 10/09/2026
**Signature of Reporting Person Date
Craig D. Gordon, /s/ Craig D. Gordon 10/09/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The securities to which this filing relates are held directly by GordonMD Long Biased Master Fund LP (the "Master Fund") to which GordonMD Global Investments LP (the "Investment Manager") serves as investment manager. Craig D. Gordon ("Mr. Gordon") is the managing member of GordonMD Long Biased GP LLC (the "GP"), the general partner of the Master Fund. Each of the Master Fund, the GP and Mr. Gordon disclaims beneficial ownership of the securities to which this filing relates for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, except to the extent of his or its pecuniary interest therein, if any.
(2) The combined public offering price for each share of common stock and accompanying Common Stock Purchase Warrant is $2.90.
(3) Exercise price of $3.5, subject to adjustments as set forth in the Common Stock Purchase Warrant.
(4) The Common Stock Purchase Warrant will not be exercisable unless and until (i) the issuer's stockholders approve an amendment to the issuer's amended and restated certificate of incorporation to increase the number of authorized shares of Common Stock (the "Charter Amendment") and (ii) the Charter Amendment is filed with, and becomes effective under the laws of, the State of Delaware (the date on which the Charter Amendment becomes effective, the "Charter Amendment Effective Date").
(5) The Common Stock Purchase Warrant will expire on the earlier of (i) the fifth anniversary of the Charter Amendment Effective Date and (ii) the 30th calendar day following the later of the Charter Amendment Effective Date and the date on which the issuer publicly discloses the results of the overall survival analysis for its Phase 1 monotherapy study of MICVO in second-line and later recurrent or metastatic head and neck squamous cell carcinoma.

Remarks:
This Form 4/A is being filed to correct the number of Common Stock Purchase Warrant reported in the Form 4 filed by the Reporting Persons with the Securities and Exchange Commission on October 2, 2026.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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