Jakob Dupont - Aug 23, 2023 Form 4 Insider Report for Pyxis Oncology, Inc. (PYXS)

Role: Director
Signature: /s/ Pamela Connealy, Attorney-in-Fact for Jakob Dupont
Stock symbol: PYXS
Transactions as of: Aug 23, 2023
Transactions value $: $0
Form type: 4
Date filed: 8/25/2023, 05:30 PM
Previous filing: Mar 6, 2023
Next filing: Sep 26, 2023

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Shares	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	PYXS	Stock Option (Right to buy)	Award	+5.88K	5.88K	Aug 23, 2023	Common Stock	5.88K	$26.61	Direct	F1, F2
transaction	PYXS	Stock Option (Right to buy)	Award	+3.53K	3.53K	Aug 23, 2023	Common Stock	3.53K	$26.61	Direct	F1, F2
transaction	PYXS	Stock Option (Right to buy)	Award	+17.3K	17.3K	Aug 23, 2023	Common Stock	17.3K	$15.37	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The shares subject to this option vested in full immediately prior to the closing of the merger described in footnote 2.
F2	On May 23, 2023, the Issuer, Ascent Merger Sub Corp., a wholly-owned subsidiary of the Issuer, or the Merger Sub, and Apexigen, Inc., or Apexigen, entered into a definitive agreement for the Issuer to acquire Apexigen, or the Merger Agreement. Under the terms of the Merger Agreement, the reporting person's options to purchase shares of Apexigen Common Stock, or the Apexigen Options, that were outstanding immediately prior to the effective time of the merger were assumed by the Issuer and converted into options to acquire, on substantially similar terms and conditions, the number of shares of the Issuer Common Stock determined by multiplying the number of shares subject to the Apexigen Options by 0.1725, or the Exchange Ratio, shares of the Issuer Common Stock, rounded down to the nearest whole share, with an exercise price per share equal to the exercise price per share of such Apexigen Option divided by the Exchange Ratio, rounded up to the nearest whole cent.

Content

The shares subject to this option vested in full immediately prior to the closing of the merger described in footnote 2.

On May 23, 2023, the Issuer, Ascent Merger Sub Corp., a wholly-owned subsidiary of the Issuer, or the Merger Sub, and Apexigen, Inc., or Apexigen, entered into a definitive agreement for the Issuer to acquire Apexigen, or the Merger Agreement. Under the terms of the Merger Agreement, the reporting person's options to purchase shares of Apexigen Common Stock, or the Apexigen Options, that were outstanding immediately prior to the effective time of the merger were assumed by the Issuer and converted into options to acquire, on substantially similar terms and conditions, the number of shares of the Issuer Common Stock determined by multiplying the number of shares subject to the Apexigen Options by 0.1725, or the Exchange Ratio, shares of the Issuer Common Stock, rounded down to the nearest whole share, with an exercise price per share equal to the exercise price per share of such Apexigen Option divided by the Exchange Ratio, rounded up to the nearest whole cent.