Pyxis Oncology (PYXS) Proxy filing summary

Executive summary

• Special meeting set for Nov. 13, 2026, to vote on doubling authorized common shares from 190M to 380M; added capacity is intended in part to enable exercise of warrants issued in an Oct. 1 offering.

• Without approval, the common warrants may not be exercisable and may have no value; approval would also provide share capacity for financing and other corporate purposes.

Voting matters and shareholder proposals

• Board recommends FOR the charter amendment and FOR authority to adjourn the meeting, if needed, to solicit additional proxies.

• Record date is Oct. 8, 2026; 119,583,637 common shares were outstanding, with one vote per share.

• Charter amendment requires approval by a majority of outstanding shares entitled to vote; adjournment requires a majority of shares present virtually or by proxy and entitled to vote.

• Meeting is virtual on Nov. 13, 2026, at 10:00 a.m. ET; votes may be cast online, by telephone, mail, or at the virtual meeting.

Board of directors and corporate governance

• Board approved the charter amendment as advisable and in stockholders' best interests; it may abandon the amendment before filing if it later determines it is no longer in those interests.

• Board would determine whether, when, and on what terms to issue additional common shares for financing, equity awards, acquisitions, collaborations, obligations, or other corporate purposes.