Pyxis Oncology (PYXS) Proxy filing summary

Executive summary

• Special meeting set for November 13, 2026, to vote on doubling authorized common shares from 190 million to 380 million and on an adjournment measure; the Board recommends FOR both.

• The proposed increase is intended in part to enable exercise of warrants issued in an October 1, 2026 offering and to provide share capacity for financing and other corporate needs.

Voting matters and shareholder proposals

• Proposal One requires approval by a majority of outstanding common shares entitled to vote; abstentions and unvoted shares have the same effect as AGAINST votes.

• Proposal Two requires a majority of shares present or represented by proxy and entitled to vote; the Board may use an approved adjournment to solicit additional votes for Proposal One.

• Record date is October 8, 2026, with 119,583,637 common shares outstanding; each share carries one vote.

• The November 13 meeting will be virtual; voting is available online, by phone, mail, or during the meeting after registration.

Shareholder rights and capital structure

• The amendment would raise authorized common shares from 190 million to 380 million; authorized preferred shares remain 10 million.

• At the record date, 119,583,637 common shares were outstanding, 39,698,811 reserved for options, RSUs and warrants, and 27,645,186 authorized shares remained unissued and unreserved.

• An October 1 offering included warrants to purchase up to 49,310,352 common shares; existing authorization is insufficient for their exercise, and warrants may have no value if the amendment is not approved.

• Additional share capacity could support capital raises, equity awards, acquisitions, collaborations and other purposes; future issuances may dilute earnings per share, book value and current holders’ voting interests.

• The Board could issue authorized shares without further stockholder approval, subject to applicable law and Nasdaq rules; increased issuance capacity could also make a change of control more difficult.