As filed with the Securities and Exchange Commission on March 29, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PYXIS ONCOLOGY, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 83-1160910 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |
35 Cambridgepark Drive Cambridge, Massachusetts | 02140 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
Pyxis Oncology, Inc. 2021 Equity and Incentive Plan
(Full title of the plan)
Pamela Connealy
Chief Financial Officer
Pyxis Oncology, Inc.
35 Cambridgpark Drive
Cambridge, Massachusetts 02140
(617) 221-9059
(Name, address, and telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-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 with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 1,639,643 shares of common stock, par value $0.001 per share (the “Common Stock”), of Pyxis Oncology, Inc., a Delaware corporation (the “Company” or the “Registrant”), to be issued pursuant to the Pyxis Oncology, Inc. 2021 Equity and Incentive Plan (the “2021 Plan”). The shares of the Registrant’s Common Stock previously reserved for issuance under the 2021 Plan were registered on the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on October 22, 2021 (File No. 333-260441) (the “Prior Form S-8”).
This Registration Statement on Form S-8 relates to securities of the same class as that to which the Prior Form S-8 relates, and is submitted in accordance with General Instruction E to Form S-8 regarding Registration of Additional Securities. Pursuant to General Instruction E of Form S-8, the contents of the Prior Form S-8, to the extent relating to the registration of Common Stock issuable under the 2021 Plan, are incorporated herein by reference and made part of this Registration Statement on Form S-8, except as amended hereby.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. |
The Registrant hereby incorporates by reference in this Registration Statement the following documents and information previously filed with the Commission:
| 1. | The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the Commission on March 29, 2022; |
| 2. | The description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A, filed with the Commission on October 5, 2021, and any other amendment or report filed for the purpose of updating such description. |
All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the respective dates of filing of such documents (such documents, and the documents enumerated above, being hereinafter referred to as “Incorporated Documents”).
Any statement contained herein or in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Notwithstanding the foregoing, unless specifically stated to the contrary, none of the information disclosed by the Registrant under Items 2.02 or 7.01 of any Current Report on Form 8-K, including the related exhibits under Item 9.01, that the Registrant may from time to time furnish to the Commission will be incorporated by reference into, or otherwise included in, this Registration Statement.
| Item 8. | Exhibits. |
* Filed herewith. | ||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Cambridge, Massachusetts, on the 29 day of March, 2022.
Pyxis Oncology, Inc. | ||
By: | /s/ Lara Sullivan | |
Lara Sullivan, M.D. | ||
Chief Executive Officer | ||
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Lara Sullivan, M.D. and Pamela Connealy and each of them, as such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or such person’s substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Name | Title | Date | ||
/s/ Lara Sullivan | Chief Executive Officer; Director | March 29, 2022 | ||
| Lara Sullivan, M.D. | (Principal Executive Officer) | |||
/s/ Pamela Connealy | Chief Financial Officer | March 29, 2022 | ||
| Pamela Connealy | (Principal Financial and Accounting Officer) | |||
/s/ John Flavin | Chairman of the Board of Directors | March 29, 2022 | ||
| John Flavin | ||||
/s/ Mark Chin | Director | March 29, 2022 | ||
| Mark Chin | ||||
/s/ Freda Lewis-Hall | Director | March 29, 2022 | ||
| Freda Lewis-Hall, M.D. | ||||
/s/ Thomas Civik | Director | March 29, 2022 | ||
| Thomas Civik | ||||
/s/ Darren Cline | Director | March 29, 2022 | ||
| Darren Cline | ||||
