8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Pyxis Oncology, Inc.

(Exact name of Registrant as Specified in Its Charter)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☒

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 1, 2025, Pamela Connealy, the Chief Financial Officer and Chief Operating Officer of Pyxis Oncology, Inc. (the “Company”),

retired from the Company. Ms. Connealy’s retirement from the Company was not the result of any disagreement with the Company’s independent auditors or any member of management on any matter of accounting principles or practices, financial statement disclosure, or internal controls.

In connection with her retirement and subject to her execution and non-revocation of the Company’s standard form of separation and

release agreement, Ms. Connealy is entitled to severance benefits pursuant to her Amended and Restated Employment Agreement,

dated November 21, 2022, by and between the Company and Ms. Connealy, as described in the Company’s Definitive Proxy

Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 29, 2025.

On July 1, 2025, the Company appointed Jitendra Wadhane, its current Senior Vice President Finance and Chief Accounting Officer,

as the Company’s Principal Financial Officer (“PFO”). Mr. Wadhane will continue to serve as the Company’s Principal Accounting

Officer and, as of July 1, 2025, will not receive any additional compensation in connection with his role as PFO.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.