| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 1
)*
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Pyxis Oncology, Inc. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
747324101 (CUSIP Number) |
12/31/2024 (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 13G |
| CUSIP No. | 747324101 |
| 1 | Names of Reporting Persons Ridgeback Capital Investments L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 359,231.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
SCHEDULE 13G |
| CUSIP No. | 747324101 |
| 1 | Names of Reporting Persons Ridgeback Capital Investments LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 359,231.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
SCHEDULE 13G |
| CUSIP No. | 747324101 |
| 1 | Names of Reporting Persons Ridgeback Capital Management LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 359,231.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Pyxis Oncology, Inc. | |
| (b) | Address of issuer's principal executive
offices: 321 Harrison Avenue, Boston, MA, 02118 | |
| Item 2. | ||
| (a) | Name of person filing: This statement is filed on behalf of the following persons with respect to shares of common stock of the Company acquired by them (the "Shares"):
(i) Ridgeback Capital Investments L.P., Delaware limited partnership ("RCILP"), with respect to Shares beneficially owned by it;
(ii) Ridgeback Capital Investments LLC, a Delaware limited liability company ("RCI"), with respect to Shares beneficially owned by it; and
(iii) Ridgeback Capital Management LLC, a Delaware limited liability company ("RCM"), with respect to Shares beneficially owned by it.
The foregoing persons are hereinafter referred to collectively as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
RCM and RCI do not own any Shares directly. RCI is the general partner of RCILP. Pursuant to an investment management agreement, RCM maintains investment and voting power with respect to the securities held or controlled by RCI. Wayne Holman, an individual, controls RCM. By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, RCM and RCI may be deemed to own beneficially all of the Shares (constituting approximately 0.6% of the shares outstanding). Each of RCM and RCI disclaim beneficial ownership of any of the securities covered by this statement, except to the extent of any pecuniary interest therein. | |
| (b) | Address or principal business office or, if
none, residence: 30 Star Island Drive, Miami, FL, 33139 | |
| (c) | Citizenship: RCILP is a Delaware limited partnership. RCI is a Delaware limited liability company. RCM is a Delaware limited liability company. | |
| (d) | Title of class of securities: Common Stock, par value $0.001 per share | |
| (e) | CUSIP No.: 747324101 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: Ridgeback Capital Investments L.P.: 359,231
Ridgeback Capital Investments LLC: 359,231
Ridgeback Capital Management LLC: 359,231 | |
| (b) | Percent of class: Ridgeback Capital Investments L.P.: 0.6%
Ridgeback Capital Investments LLC: 0.6%
Ridgeback Capital Management LLC: 0.6% % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: Ridgeback Capital Investments L.P.: -0-
Ridgeback Capital Investments LLC: -0-
Ridgeback Capital Management LLC: -0- | ||
| (ii) Shared power to vote or to direct the
vote: Ridgeback Capital Investments L.P.: 359,231
Ridgeback Capital Investments LLC: 359,231
Ridgeback Capital Management LLC: 359,231 | ||
| (iii) Sole power to dispose or to direct the
disposition of: Ridgeback Capital Investments L.P.: -0-
Ridgeback Capital Investments LLC: -0-
Ridgeback Capital Management LLC: -0- | ||
| (iv) Shared power to dispose or to direct the
disposition of: Ridgeback Capital Investments L.P.: 359,231
Ridgeback Capital Investments LLC: 359,231
Ridgeback Capital Management LLC: 359,231 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
|
Ownership of 5 percent or less of a class | ||
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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Exhibit
Information |
Exhibit Number 99.1 (previously filed) - Joint Filing Agreement |