Beneficial Ownership Report · SCHEDULE 13G/A
Pyxis Oncology, Inc.
PYXSNASDAQEQUITYCurrent
Beneficial Ownership Report
Structured filing — SCHEDULE 13G/A
primary_doc.xml
Amendment · This filing reports the amendment as submitted.
Subject company
- Company
- Pyxis Oncology, Inc.
- Company CIK
- 0001782223
- Street
- 321 HARRISON AVENUE
- City
- BOSTON
- State / country code
- MA
- Postal code
- 02118
Statement details
- Amendment number
- 2
- Security class
- Common Stock, par value $0.001 per share
- Event date
- 10/01/2026
- Rule designation
- Rule 13d-1(c)
Reporting person 1
- Name
- GordonMD Global Investments LP
- Citizenship / organization
- DE
- Reporting person type
- IA · PN
- Group designation
- b
- Aggregate amount owned
- 27,988,714.00
- Percent of class
- 17.5
- Sole voting power
- 0.00
- Shared voting power
- 27,988,714.00
- Sole dispositive power
- 0.00
- Shared dispositive power
- 27,988,714.00
- Aggregate excludes certain shares
- N
- Comments
- Includes 12,446,805 shares of Common Stock issuable upon exercise of warrants (the "Warrants"). As more fully described in Item 4, certain of the Warrants are subject to a 17.50% Blocker (the "17.50% Blocker"), and the percentage set forth in row (11) gives effect to such 17.50% Blocker. However, as more fully described in Item 4, the shares of Common Stock reported as being issuable upon exercise of Warrants in rows (6), (8) and (9) include the number of shares of Common Stock that would be issuable upon full exercise of the Warrants and does not give effect to such 17.50% Blocker. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such 17.50% Blocker, is less than the number of shares of Common Stock reported in rows (6), (8) and (9) to be issuable upon exercise of such Warrants.
Reporting person 2
- Name
- GordonMD Long Biased Master Fund LP
- Citizenship / organization
- E9
- Reporting person type
- PN
- Group designation
- b
- Aggregate amount owned
- 27,988,714.00
- Percent of class
- 17.5
- Sole voting power
- 0.00
- Shared voting power
- 27,988,714.00
- Sole dispositive power
- 0.00
- Shared dispositive power
- 27,988,714.00
- Aggregate excludes certain shares
- N
- Comments
- Includes 12,446,805 shares of Common Stock issuable upon exercise of Warrants. As more fully described in Item 4, certain of the Warrants are subject to the 17.50% Blocker, and the percentage set forth in row (11) gives effect to such 17.50% Blocker. However, as more fully described in Item 4, the shares of Common Stock reported as being issuable upon exercise of Warrants in rows (6), (8) and (9) include the number of shares of Common Stock that would be issuable upon full exercise of the Warrants and does not give effect to such 17.50% Blocker. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such 17.50% Blocker, is less than the number of shares of Common Stock reported in rows (6), (8) and (9) to be issuable upon exercise of such Warrants.
Reporting person 3
- Name
- GordonMD Long Biased GP LLC
- Citizenship / organization
- DE
- Reporting person type
- OO
- Group designation
- b
- Aggregate amount owned
- 27,988,714.00
- Percent of class
- 17.5
- Sole voting power
- 0.00
- Shared voting power
- 27,988,714.00
- Sole dispositive power
- 0.00
- Shared dispositive power
- 27,988,714.00
- Aggregate excludes certain shares
- N
- Comments
- Includes 12,446,805 shares of Common Stock issuable upon exercise of Warrants. As more fully described in Item 4, certain of the Warrants are subject to the 17.50% Blocker, and the percentage set forth in row (11) gives effect to such 17.50% Blocker. However, as more fully described in Item 4, the shares of Common Stock reported as being issuable upon exercise of Warrants in rows (6), (8) and (9) include the number of shares of Common Stock that would be issuable upon full exercise of the Warrants and does not give effect to such 17.50% Blocker. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such 17.50% Blocker, is less than the number of shares of Common Stock reported in rows (6), (8) and (9) to be issuable upon exercise of such Warrants.
Reporting person 4
- Name
- Craig D. Gordon
- Citizenship / organization
- X1
- Reporting person type
- HC · IN
- Group designation
- b
- Aggregate amount owned
- 27,988,714.00
- Percent of class
- 17.5
- Sole voting power
- 0.00
- Shared voting power
- 27,988,714.00
- Sole dispositive power
- 0.00
- Shared dispositive power
- 27,988,714.00
- Aggregate excludes certain shares
- N
- Comments
- Includes 12,446,805 shares of Common Stock issuable upon exercise of Warrants. As more fully described in Item 4, certain of the Warrants are subject to the 17.50% Blocker, and the percentage set forth in row (11) gives effect to such 17.50% Blocker. However, as more fully described in Item 4, the shares of Common Stock reported as being issuable upon exercise of Warrants in rows (6), (8) and (9) include the number of shares of Common Stock that would be issuable upon full exercise of the Warrants and does not give effect to such 17.50% Blocker. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such 17.50% Blocker, is less than the number of shares of Common Stock reported in rows (6), (8) and (9) to be issuable upon exercise of such Warrants.
Item 1
Issuer
Pyxis Oncology, Inc.
Principal executive office address
321 HARRISON AVENUE, BOSTON, MA, 02118
Item 2
Citizenship
GordonMD Global Investments LP - Delaware GordonMD Long Biased Master Fund LP - Cayman Islands GordonMD Long Biased GP LLC - Delaware Craig D. Gordon - United States
Filing person
GordonMD Global Investments LP GordonMD Long Biased Master Fund LP GordonMD Long Biased GP LLC Craig D. Gordon
Principal business or residence address
GordonMD Global Investments LP 9460 WILSHIRE BLVD, SUITE 420, BEVERLY HILLS, CA, 90212 GordonMD Long Biased Master Fund LP 9460 WILSHIRE BLVD, SUITE 420, BEVERLY HILLS, CA, 90212 GordonMD Long Biased GP LLC 9460 WILSHIRE BLVD, SUITE 420, BEVERLY HILLS, CA, 90212 Craig D. Gordon 9460 WILSHIRE BLVD, SUITE 420, BEVERLY HILLS, CA, 90212
Item 3
Not applicable indication
Y
Item 4
Percent of class
GordonMD Global Investments LP - 17.5% GordonMD Long Biased Master Fund LP - 17.5% GordonMD Long Biased GP LLC - 17.5% Craig D. Gordon - 17.5%
Amount beneficially owned
GordonMD Global Investments LP - 27,988,714 GordonMD Long Biased Master Fund LP - 27,988,714 GordonMD Long Biased GP LLC - 27,988,714 Craig D. Gordon - 27,988,714 Notwithstanding anything herein to the contrary, certain of the Warrants reflected on the cover pages and set forth in this Item 4 are subject to a 17.50% Blocker whereby they are not exercisable to the extent that following such exercise, taking into account all other shares of Common Stock beneficially owned by the Reporting Persons, the Reporting Persons would beneficially own in excess of 17.50% of the Issuer's outstanding Common Stock, as calculated in a manner consistent with the provisions of Section 13(d) of the Act and the rules and regulations promulgated thereunder. Consequently, as of the date of the event which requires the filing of this statement, some of such Warrants referred to herein are not presently exercisable due to the 17.50% Blocker.
Sole voting power
GordonMD Global Investments LP - 0 GordonMD Long Biased Master Fund LP - 0 GordonMD Long Biased GP LLC - 0 Craig D. Gordon - 0
Shared voting power
GordonMD Global Investments LP - 27,988,714 GordonMD Long Biased Master Fund LP - 27,988,714 GordonMD Long Biased GP LLC - 27,988,714 Craig D. Gordon - 27,988,714
Sole dispositive power
GordonMD Global Investments LP - 0 GordonMD Long Biased Master Fund LP - 0 GordonMD Long Biased GP LLC - 0 Craig D. Gordon - 0
Shared dispositive power
GordonMD Global Investments LP - 27,988,714 GordonMD Long Biased Master Fund LP - 27,988,714 GordonMD Long Biased GP LLC - 27,988,714 Craig D. Gordon - 27,988,714
Item 5
Not applicable indication
Y
Item 6
Not applicable indication
N
Ownership on behalf of another person
All of the securities reported in this Schedule 13G are directly owned by advisory clients of GordonMD Global Investments LP. None of those advisory clients, other than GordonMD Long Biased Master Fund LP may be deemed to beneficially own more than 5% of the Common Stock, $0.001 par value.
Item 7
Not applicable indication
N
Subsidiaries
Please see Exhibit B attached hereto.
Item 8
Not applicable indication
Y
Item 9
Not applicable indication
Y
Item 10
Not applicable indication
N
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.
Exhibits
Exhibit A - Joint Filing Agreement Exhibit B - Control Person Identification
Signature comments
* Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his, her or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. To the extent that "ownership of 5 percent or less of a class" was indicated in Item 5, such response only applies to the Reporting Person(s) that indicated elsewhere herein that it beneficially owns five percent (5%) or less of the class.
Signature 1
- Reporting person
- GordonMD Global Investments LP
- Signed
- /s/ GordonMD Global Investments GP LLC
- Title
- Craig D. Gordon, Managing Member of the General Partner
- Date
- 10/02/2026
Signature 2
- Reporting person
- GordonMD Long Biased Master Fund LP
- Signed
- /s/ GordonMD Long Biased GP LLC
- Title
- Craig D. Gordon, Managing Member of the General Partner
- Date
- 10/02/2026
Signature 3
- Reporting person
- GordonMD Long Biased GP LLC
- Signed
- /s/ Craig D. Gordon
- Title
- Craig D. Gordon, Managing Member
- Date
- 10/02/2026
Signature 4
- Reporting person
- Craig D. Gordon
- Signed
- /s/ Craig D. Gordon
- Title
- Craig D. Gordon
- Date
- 10/02/2026
Filed exhibits
- JOINT FILING AGREEMENT ↗p15104195_ex-a.htm
- CONTROL PERSON IDENTIFICATION ↗p15104195_ex-b.htm
Company context
Pyxis Oncology, Inc. is a clinical-stage biopharmaceutical company developing therapeutics for difficult-to-treat cancers. The Company’s lead candidate, micvotabart pelidotin (MICVO), is a first-in-concept antibody-drug conjugate (ADC) that targets extradomain-B of fibronectin (EDB+FN), a non-cellular structural component of the tumor extracellular matrix (ECM). EDB+FN is selectively overexpressed in the tumor microenvironment of a wide range of solid tumors and largely absent from normal adult tissues. MICVO is designed to treat solid tumors through a three-pronged mechanism of action: direct cancer cell killing, bystander effect and immunogenic cell death. MICVO is currently being evaluated as monotherapy in a Phase 1 clinical study in patients with recurrent and metastatic head and neck squamous cell carcinoma (R/M HNSCC) and in combination with Merck’s anti-PD-1 therapy, KEYTRUDA® (pembrolizumab) in a Phase 1/2 clinical study in patients with R/M HNSCC and other solid tumors. Pyxis Oncology is focused on advancing MICVO, with the goal of improving outcomes for patients living with R/M HNSCC and contributing to meaningful progress in cancer treatment.