Proxy Results, Amendments to Bylaws (Form 8-K)

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As discussed below under Item 5.07, on November 13, 2026 at Pyxis Oncology, Inc.'s (the "Company") Special Meeting of Stockholders (the "Special Meeting"), the Company's stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") to increase the number of authorized shares of the Company's common stock, par value $0.001 per share ("Common Stock"), from 190,000,000 shares to 380,000,000 shares (the "Authorized Share Increase"). On November 13, 2026, the Company filed a Certificate of Amendment to the Certificate of Incorporation (the "Charter Amendment") with the Secretary of State of the State of Delaware to effect the Authorized Share Increase, which became effective upon filing.

The foregoing description is qualified in its entirety by the Charter Amendment, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On November 13, 2026, the Company held the Special Meeting at 10:00 a.m. Eastern Standard Time in a virtual format via live audio webcast. As of October 8, 2026, the Company's record date, there were a total of 119,583,637 shares of Common Stock outstanding and entitled to vote at the Special Meeting. At the beginning of the Special Meeting, 84,997,679 shares of Common Stock were present virtually, in person or by proxy, and, therefore, a quorum was present. Two items of business were acted upon by the stockholders at the Special Meeting. The final results for the votes regarding each proposal are set forth below.

Proposal One: Approval of the Authorized Share Increase

The stockholders approved the Authorized Share Increase, as described above under Item 5.03, by the following vote:

Proposal Two: Approval of one or more adjournments of the Special Meeting to solicit additional proxies, if necessary

The stockholders approved one or more adjournments of the Special Meeting to solicit additional proxies, if necessary, by the following vote:

Although Proposal Two was approved, adjournment of the Special Meeting was unnecessary because there was a quorum present and there were sufficient votes received at the time of the Special Meeting to Proposal One.