SecProbe.io

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 pyxs20251208_corresp.htm

 December 8, 2025

 Via EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549-3720

 Attention: Lauren Hamill

 Re:

 Acceleration Request for Pyxis Oncology, Inc.

 Registration Statement on Form S-3 (File No. 333-291801)

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Pyxis Oncology, Inc. (the “ Company ”), hereby requests that the effective date of the Company’s Registration Statement on Form S-3, Registration Number 333-291801 (the “ Registration Statement ”) be accelerated so that the Company’s Registration Statement will become effective at 5:00 P.M., Eastern Time or as soon thereafter as practicable, on December 9, 2025, or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission.

 We would appreciate it if, as soon as the Registration Statement is declared effective, you would so inform Istvan A. Hajdu of Sidley Austin LLP at (212) 839-5651.

 [Signature Page Immediately Follows]

 Very truly yours,

 /s/ Jitendra Wadhane

 Jitendra Wadhane
 Principal Financial and Accounting Officer

 cc:

 Lara Sullivan, Pyxis Oncology, Inc.

 Asher Rubin, Sidley Austin LLP

 Istvan A. Hajdu, Sidley Austin LLP

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  Pyxis Oncology, Inc.

  321 Harrison Avenue

  Boston, MA 02118

  April 1, 2024

  Via EDGAR

  U.S. Securities and Exchange Commission

  Division of Corporation Finance

  100 F Street, N.E.

  Washington, D.C. 20549-3720

    Attention:

    Tim Buchmiller

     Re:

    Pyxis Oncology, Inc.

Registration Statement on Form S-3, as amended File No. 333-278282

    Acceleration Request

    Requested Date: April 3, 2024

    Requested Time: 4:00 P.M., Eastern Time

  Ladies and Gentlemen:

  Pursuant to Rule 461 under the Securities Act of 1933, as amended, Pyxis Oncology, Inc. (the “Company”) hereby requests that the effective date of the above-referenced Registration Statement on Form S-3, as amended  (the “Registration Statement”), be accelerated so that the Registration Statement will become effective at 4:00 P.M., Eastern Time, on April 3, 2024, or as soon thereafter as practicable or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission.

  Please contact Kostian Ciko of Sidley Austin LLP at (212) 839-5450 with any questions regarding the foregoing and to confirm the effectiveness of the Registration Statement.

    Very truly yours,

      /s/ Lara Sullivan

    Lara Sullivan

    Chief Executive Officer

    Pyxis Oncology, Inc.

    cc:

    Pam Connealy, Pyxis Oncology, Inc.
Jitu Wadhane, Pyxis Oncology, Inc.
Asher Rubin, Sidley Austin LLP
Frank Rahmani, Sidley Austin LLP

United States securities and exchange commission logo
March 29, 2024
Lara Sullivan, M.D.
Chief Executive Officer
Pyxis Oncology, Inc.
321 Harrison Avenue
Boston, MA 02118
Re:Pyxis Oncology, Inc.
Registration Statement on Form S-3
Filed March 27, 2024
File No. 333-278282
Dear Lara Sullivan:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tim Buchmiller at 202-551-3635 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Asher Rubin, Esq.

United States securities and exchange commission logo
September 6, 2023
Pamela Connealy
Chief Financial Officer
Pyxis Oncology, Inc.
321 Harrison Avenue
Boston, MA 02118
Re:Pyxis Oncology, Inc.
Form 10-K for the fiscal year ended December 31, 2022
Form 10-Q for the quarterly period ended June 30, 2023
File No. 001-40881
Dear Pamela Connealy:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

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  August 28, 2023

  U.S. Securities and Exchange Commission

  Division of Corporation Finance

  Office of Life Sciences

  100 F Street, N.E.

  Washington, D.C. 20549

  Attention: Vanessa Robertson/Daniel Gordon

  Re: Pyxis Oncology, Inc.

  Form 10-K for the fiscal year ended December 31, 2022

  Form 10-Q for the quarterly period ended June 30, 2023

  File No. 001-40881

  Ladies and Gentlemen:

  This letter sets forth responses of Pyxis Oncology, Inc. (the “Company” or “we”) to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) set forth in your letter dated August 16, 2023, with respect to the Form 10-K for the fiscal year ended December 31, 2022 (the “Form 10-K”) and the Form 10-Q for the quarterly period ended June 30, 2023 (the “Form 10-Q”).

  The text of the Staff’s comments have been included in this letter for your convenience, and the Company’s responses to the comments have been provided immediately thereafter.

  Form 10-Q for the quarterly period ended June 30, 2023

  Management’s Discussion and Analysis of Financial Condition and Results of Operations Results of Operations

  Research and Development Expenses, page 23

  1.Staff's comment: Please revise your future filings to break out research and development program expenses related to PYX-201 and PYX-106 separately for each period presented. If you do not track this information, please disclose this fact and break out expense by stage of development (i.e. pre-clinical and clinical).

  Response:

  The Company acknowledges the Staff’s comment. In its SEC filings, commencing with the Form 10-Q for the quarterly period ending September 30, 2023, the Company will disclose the specific costs incurred for PYX-201, PYX-106 and any other programs, including programs acquired by the Company on a go forward basis, that are in or have entered into clinical development. Additionally, for research and development costs not related to the clinical programs, the Company will include additional disclosures to reconcile the total costs to the research and development expenses as presented on the Statements of Operations and Comprehensive Loss.

  We hope that the foregoing has been responsive to the Staff’s comments. If you have any questions related to this letter, please contact me at 1-415-254-8209.

  Sincerely,

  /s/ Pamela Connealy

  Pamela Connealy

  Chief Financial Officer and Chief Operating Officer

  Via E-mail:

  cc: Frank Rahmani

  Sidley Austin LLP

  321 Harrison Ave, Floor 11, Suite 1, Boston, MA 02118 | (617) 453-3596 | pyxisoncology.com

United States securities and exchange commission logo
August 16, 2023
Pamela Connealy
Chief Financial Officer
Pyxis Oncology, Inc.
321 Harrison Avenue
Boston, MA 02118
Re:Pyxis Oncology, Inc.
Form 10-K for the fiscal year ended December 31, 2022
Form 10-Q for the quarterly period ended June 30, 2023
File No. 001-40881
Dear Pamela Connealy:
            We have limited our review of your filings to the financial statements and related
disclosures and have the following comment.  In our comment, we may ask you to provide us
with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-Q for the quarterly period ended June 30, 2023
Managements Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Research and Development Expenses, page 23
1.Please revise your future filings to break out research and development program expenses
related to PYX-201 and PYX-106 separately for each period presented. If you do not track
this information, please disclose this fact and break out expense by stage of development
(i.e. pre-clinical and clinical).
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.

 FirstName LastNamePamela Connealy
 Comapany NamePyxis Oncology, Inc.
 August 16, 2023 Page 2
 FirstName LastName
Pamela Connealy
Pyxis Oncology, Inc.
August 16, 2023
Page 2
            You may contact Vanessa Robertson at 202-551-3649 or Daniel Gordon at 202-551-3486
with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

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June 29, 2023

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3720

Attention:         Dillon Hagius

			Re:

			Acceleration Request for Pyxis Oncology, Inc.

			Registration Statement on Form S-4 (File No. 333-272510)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Pyxis Oncology, Inc. (the “Company”), hereby requests that the effective date of the Company’s Registration Statement on Form S-4, Registration Number 333-272510 (the “Registration Statement”) be accelerated so that the Company’s Registration Statement will become effective at 3:00 P.M., Eastern Time or as soon thereafter as practicable, on June 30, 2023, or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission.

We would appreciate it if, as soon as the Registration Statement is declared effective, you would so inform Istvan A. Hajdu of Sidley Austin LLP at (212) 839-5651.

[Signature Page Immediately Follows]

			Very truly yours,

			/s/ Pamela Connealy

			Pamela Connealy

			Chief Financial Officer

			cc:

			Lara Sullivan, Pyxis Oncology, Inc.

			Asher Rubin, Sidley Austin LLP

			Frank Rahmani, Sidley Austin LLP

			Istvan A. Hajdu, Sidley Austin LLP

United States securities and exchange commission logo
June 15, 2023
Lara Sullivan, M.D.
Chief Executive Officer
Pyxis Oncology, Inc.
321 Harrison Avenue
Boston, MA 02118
Re:Pyxis Oncology, Inc.
Registration Statement on Form S-4
Filed June 8, 2023
File No. 333-272510
Dear Lara Sullivan:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Dillon Hagius at 202-551-7967 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Istvan A. Hajdu

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 November 10, 2022

Via EDGAR

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549-3720

Attention:
 Lauren Hamill

Re:
 Acceleration Request for Pyxis Oncology, Inc.

Registration Statement on Form S-3 (File No. 333-268100)

 Ladies and Gentlemen:

 Pursuant to Rule
461 under the Securities Act of 1933, as amended, Pyxis Oncology, Inc. (the “Company”), hereby requests that the effective date of the Company’s Registration Statement on Form S-3,
Registration Number 333-268100 (the “Registration Statement”) be accelerated so that the Company’s Registration Statement will become effective at 4:00 P.M., Eastern Time or as
soon thereafter as practicable, on November 14, 2022, or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission.

 We would appreciate it if, as soon as the Registration Statement is declared effective, you would so inform Istvan A. Hajdu of Sidley
Austin LLP at (212) 839-5651.

 [Signature Page Immediately Follows]

Very truly yours,

/s/ Pamela Connealy

Pamela Connealy

Chief Financial Officer

cc:
 Lara Sullivan, Pyxis Oncology, Inc.

Asher Rubin, Sidley Austin LLP

Frank Rahmani, Sidley Austin LLP

Istvan A. Hajdu, Sidley Austin LLP

United States securities and exchange commission logo
November 3, 2022
Pam Connealy
Chief Financial Officer
Pyxis Oncology, Inc.
150 Cambridgepark Drive
Cambridge, MA 02140
Re:Pyxis Oncology, Inc.
Registration Statement on Form S-3
Filed November 1, 2022
File No. 333-268100
Dear Pam Connealy:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Lauren Hamill at 303-844-1008 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Istvan Hajdu

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 October 5, 2021

Via EDGAR

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549-3720

Attention:

 Tim Buchmiller

 Jeffrey Gabor

Kristin Lochhead

 Vanessa Robertson

Re:

 Pyxis Oncology, Inc.

 Registration Statement on
Form S-1

 File No. 333-259627

Acceleration Request

 Requested Date: October 7, 2021

 Requested Time: 4:00 P.M., Eastern Time

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Pyxis Oncology, Inc. (the “Company”), hereby
requests that the effective date of the Company’s Registration Statement on Form S-1, Registration Number 333-259627 (the
“Registration Statement”) be accelerated so that the Company’s Registration Statement will become effective at 4:00 P.M., Eastern Time, on October 7, 2021, or as soon thereafter as practicable or at such later
time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission.

We would appreciated it if, as soon as the Registration Statement is declared effective, you would so inform Istvan Hajdu of Sidley Austin LLP
at (212) 839-5651.

 Very truly yours,

 /s/ Lara Sullivan

 Lara Sullivan, M.D.

Chief Executive Officer

 Pyxis Oncology, Inc.

cc:

 Pamela Connealy, Pyxis Oncology, Inc.

Frank Rahmani, Sidley Austin LLP

Asher Rubin, Sidley Austin LLP

Istvan Hajdu, Sidley Austin LLP

Nathan Ajiashvili, Latham & Watkins LLP

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CORRESP

 BofA Securities, Inc.

One Bryant Park

 New York, New York 10036

Jefferies LLC

 520 Madison Avenue

New York, NY 10022

 Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

 New York, New York 10010-3629

William Blair & Company, L.L.C.

 150 North Riverside
Plaza

 Chicago, Illinois 60606

 October 5, 2021

VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Attention:
 Mr. Tim Buchmiller

 Mr. Jeffrey Gabor

 Ms. Kristin Lochhead

 Ms. Vanessa Robertson

 Division of Corporation Finance

 Office of Life Sciences

Re: Pyxis Oncology, Inc.

 Registration Statement on
Form S-1

 File No. 333-259627

Acceleration Request

 Requested Date: Thursday,
October 7, 2021

 Requested Time: 4:00 P.M. Eastern Time

Ladies and Gentlemen:

 In accordance with Rule
461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters, hereby join in the request of Pyxis Oncology, Inc. (the “Company”) for acceleration of the effective
date of the above-referenced Registration Statement, requesting effectiveness as of 4:00 P.M., Eastern Time, on October 7, 2021, or at such later time as the Company or its outside counsel, Sidley Austin LLP, may request via telephone call to
the staff of the Division of Corporation Finance of the Securities and Exchange Commission.

 Pursuant to Rule 460 under the Act, we, as
representatives of the several underwriters, wish to advise you that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the securities, as many copies of the proposed form of
preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 We, the undersigned, as
representatives of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule
15c2-8 under the Securities Exchange Act of 1934, as amended.

 [Signature Page Follows]

 Very truly yours,

 BOFA SECURITIES, INC.

 By:

 /s/ Arvind Kush

 Authorized Signatory

 JEFFERIES
LLC

 By:

 /s/ Dustin Tyner

 Authorized Signatory

 CREDIT SUISSE
SECURITIES (USA) LLC

 By:

 /s/ Rebecca Kotkin

 Authorized Signatory

 WILLIAM
BLAIR & COMPANY, L.L.C.

 By:

 /s/ Steve Maletzky

 Authorized Signatory

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CORRESP

 SIDLEY AUSTIN LLP

 787 SEVENTH AVENUE

NEW YORK, NY 10019

 +1 212 839 5300

+1 212 839 5599 FAX

AMERICA • ASIA PACIFIC • EUROPE

 IHAJDU@SIDLEY.COM

 +1 212 839
5651

CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION FILED VIA EDGAR. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED
PORTIONS. INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS LETTER WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].”

 September 28, 2021

Via EDGAR and Electronic Delivery

 U.S. Securities
and Exchange Commission

 Division of Corporation Finance

Office of Healthcare & Insurance

 100 F Street, N.E.

 Washington, D.C. 20549-3720

Attention:

Tim Buchmiller

FOIA Confidential Treatment

Jeffrey Gabor

Requested Under 17 C.F.R. § 200.83

Kristin Lochhead

Vanessa Robertson

 Re: Pyxis Oncology, Inc.

Registration Statement on Form S-1 (File
No. 333-259627)

 Ladies and Gentlemen:

On behalf of our client, Pyxis Oncology, Inc. (the “Company”), we submit this letter (this “Letter”) in
response to comments received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) by letter dated August 18, 2021 (the “Comment Letter”), relating to
the Company’s Registration Statement on Form S-1 (File No. 333-259627), originally confidentially submitted to the Commission on June 21, 2021 and filed
with the Commission on September 17, 2021 (the “Registration Statement”). We are providing this Letter on the basis of information provided to us by the Company. The Company would like to begin marketing its initial public
offering on Monday, October 4, 2021, subject, of course, to the timing of the completion of the Staff’s review. The purpose of this Letter is to respond to Comment #2 of the Comment Letter.

Page 1.

 CONFIDENTIAL TREATMENT
REQUESTED BY

 PYXIS ONCOLOGY, INC.

Sidley Austin (NY) LLP is a Delaware limited liability partnership doing business as Sidley Austin LLP and practicing in affiliation with other
Sidley Austin partnerships.

 U.S. Securities and Exchange Commission

September 28, 2021

  Page
 2

 We are respectfully requesting confidential treatment for certain portions of this Letter
pursuant to Rule 83 promulgated by the Commission, 17 C.F.R. §200.83. This Letter is accompanied by such request for confidential treatment because of the commercially sensitive nature of the information discussed in this Letter. A
redacted letter will be filed on EDGAR, omitting the confidential information contained in this Letter.

 In this Letter, we have recited
the prior comment from the Staff in italicized, bold type and have followed the comment with the Company’s response in ordinary type.

Management’s Discussion and Analysis of Financial Condition and Results of Operations Critical Accounting Policies and
Significant Judgments and Estimates, Stock-Based Compensation, page 93

2.
 Once you have an estimated offering price or range, please explain to us the reasons for any differences
between the recent valuations of your common stock leading up to the initial public offering and the estimated offering price. This information will help facilitate our review of your accounting for equity issuances. Please discuss with the staff
how to submit your response.

 The Company advises the Staff that it expects to include an anticipated price range
in an amendment to the Registration Statement that would be filed shortly before the commencement of the road show for the initial public offering (the “IPO”), which the Company anticipates could commence as soon as
October 4, 2021. That price range will be subject to then-current market conditions, continuing discussions with BofA Securities, Inc., Jefferies LLC, Credit Suisse Securities (USA) LLC and William Blair & Company, L.L.C. (the
“Underwriters”) and any other factors affecting the Company or the proposed offering.

 The Company respectfully
submits the below additional information to assist the Staff in its review of the Company’s position with respect to its determination of the fair value of its common stock underlying its outstanding equity awards and the reasons for the
differences between the most recent evaluations of its common stock and the estimated offering price for its IPO.

 Valuation Guidance

The Company supplementally advises the Staff that, while currently not reflected in the Registration Statement, based on discussions with the
Company’s board of directors (the “Board”) and in consultation with the Underwriters, if the Company were to commence marketing of an IPO raising $[***] million in aggregate offering amount today, the Company presently
anticipates that the estimated pre-offering equity value at its IPO would range from $[***] million to $[***] million, implying a price range of $[***] to $[***] per share pre-reverse stock split (post-reverse stock split $[***] to $ [***] per share) for the Company’s common stock (the “Preliminary IPO Price Range”), with a midpoint of the
anticipated range of $[***] per share pre-reverse stock split (post-reverse stock split $[***] per share) (the “Preliminary Assumed IPO Price”). Please note that unless
otherwise indicated, the per share amounts and share amounts in this letter reflect the impact of an anticipated 1-for-[***] split of its common stock that the Company plans to effect prior to the
completion of the IPO.

 CONFIDENTIAL TREATMENT
REQUESTED BY

 PYXIS ONCOLOGY, INC.

 U.S. Securities and Exchange Commission

September 28, 2021

  Page
 3

 The Preliminary IPO Price Range is based on a number of factors, including the market
environment for the pharmaceutical and biotechnology industry, especially with respect to initial public offerings, estimates of the Company’s future prospects, the general condition of the securities markets, and preliminary discussions with
the Underwriters regarding potential valuations of the Company. The actual bona fide price range to be included in the “red herring” preliminary prospectus in a subsequent amendment to the Registration Statement has not yet been determined
and remains subject to adjustment based on factors outside of the Company’s control. However, the Company believes that the actual bona fide price range will be within the Preliminary IPO Price Range. In addition, the actual price range to be
included in such amendment will comply with the Staff’s interpretive guidance regarding the parameters of a bona fide price range.

 Previously
Provided Information Concerning Fair Value of Common Stock

 The section captioned “Critical Accounting Policies and Significant
Judgements and Estimates—Stock-Based Compensation” beginning on page 94 in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of the Registration Statement includes an explanation of
(i) the Company’s approach to accounting for stock-based compensation and (ii) the methodology used by the Company to determine the fair value of its common stock on the dates that options were granted by the Board. The assumptions
used for estimating the weighted average fair value of the Company’s option grants using a Black-Scholes option-pricing model are set forth in Note 2 of the Company’s Audited Consolidated Financial Statements included in the Registration
Statement. As there has been no public market for the Company’s common stock to date, the estimated fair value of the Company’s common stock has been determined by the Board as of the date of grant of each option award, with input from
management, considering the most recently available third-party valuations of common stock and Board’s assessment of additional objective and subjective factors, including financing investment rounds, operating and financial performance, the
lack of liquidity of share capital and general and industry specific economic outlook, among other factors, that it believed were relevant and which may have changed from the date of the most recent valuation through the date of the grant. These
third-party valuations were performed in accordance with the guidance outlined in the American Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as
Compensation.

 The equity value of the Company was determined using the market approach by reference to the closest round of equity
financing, if any, preceding the date of valuation and analysis of the trading values of publicly traded companies deemed comparable to the Company. In allocating the equity value of the company among various classes of stock, the Company used the
option pricing method (the “OPM”).

 CONFIDENTIAL TREATMENT
REQUESTED BY

 PYXIS ONCOLOGY, INC.

 U.S. Securities and Exchange Commission

September 28, 2021

  Page
 4

 The discussion that follows describes certain stock-based compensation grants made within the
eighteen months prior to the date of the original confidential submission of the Company’s Registration Statement to the Commission.

 Stock Option
Grants and Common Stock Valuation

 As stated in the Registration Statement, the Company has granted stock-based awards, consisting of
stock options, to its employees, non-employees and certain members of its board of directors. The Company measures stock-based compensation expense for stock options granted to its employees, non-employees and directors based on their fair value on the date of the grant using the Black-Scholes option-pricing model. Compensation expense for employee awards is recognized over the requisite service period,
which is generally the vesting period of the respective award. Compensation expense for non-employee and director awards is recognized in the same manner as if the Company had paid cash in exchange for the
goods or services, which is generally the vesting period of the award. The Company uses the straight-line method to record the expense of awards with only service-based vesting conditions and accounts for forfeitures of stock-based awards as they
occur.

 The Registration Statement describes the Company’s use of the Black-Scholes option-pricing model for the purpose of
calculating the fair value of the stock options. In the eighteen months preceding the date of the original confidential submission of the Company’s Registration Statement to the Commission, equity awards were granted and the Board, with input
from management, determined the fair value of the Company’s common stock to be (i) $0.01 per share (pre-reverse stock split) as of December 6, 2019, April 8, 2020 and July 15, 2020 after
considering a valuation report from an independent third-party valuation specialist as of July 31, 2019, (ii) $0.35 per share (pre-reverse stock split) as of November 18, 2020 and December 15,
2020 after considering a valuation report from an independent third-party valuation specialist as of September 30, 2020, (iii) $0.84 per share (pre-reverse stock split) as of March 31, 2021 and
April 23, 2021 after considering a valuation report from an independent third-party valuation specialist as of February 28, 2021 and (iv) $1.37 per share (pre-reverse stock split) as of July 31,
2021, August 2, 2021, August 16, 2021, August 19, 2021, August 23, 2021, September 13, 2021 and September 15, 2021 after considering a valuation report from an independent third-party valuation specialist as of
June 30, 2021. In addition to the valuation reports, other objective and subjective factors described in the Registration Statement were also considered. Set forth below in this letter is a discussion of each common stock valuation and the
option grants in the preceding eighteen months, along with a comparison of the fair value of the Company’s common stock from December 6, 2019 to the Preliminary Assumed IPO Price.

 CONFIDENTIAL TREATMENT
REQUESTED BY

 PYXIS ONCOLOGY, INC.

 U.S. Securities and Exchange Commission

September 28, 2021

  Page
 5

 The following table presents a summary of equity awards in the preceding eighteen months:

 Grant Date

Shares of Common Stock
Subject to Options Granted

Effective Date of 409A
Valuation

Fair Value of Common
Stock on Grant Date

Exercise Price of Options

Pre-Reverse
Stock Split

Post-Reverse
Stock Split

Pre- Reverse
Stock Split

Post-Reverse
Stock Split

Pre-Reverse
Stock Split

Post-Reverse
Stock Split

 December 6, 2019

3,006,750

[***]

July 31, 2019

$
0.01

$
[***]

$
0.01

$
[***]

 April 8, 2020

839,641

[***]

July 31, 2019

$
0.01

$
[***]

$
0.01

$
[***]

 July 15, 2020

437,710

[***]

July 31, 2019

$
0.01

$
[***]

$
0.01

$
[***]

 November 18, 2020

369,178

[***]

September 30, 2020

$
0.35

$
[***]

$
0.35

$
[***]

 December 15, 2020

7,588

[***]

September 30, 2020

$
0.35

$
[***]

$
0.35

$
[***]

 March 31, 2021

15,890,084

[***]

February 28, 2021

$
0.84

$
[***]

$
0.84

$
[***]

 April 23, 2021

245,914

[***]

February 28, 2021

$
0.84

$
[***]

$
0.84

$
[***]

 July 31, 2021

2,472,921

[***]

June 30, 2021

$
1.37

$
[***]

$
1.37

$
[***]

 August 2, 2021

163,943

[***]

June 30, 2021

$
1.37

$
[***]

$
1.37

$
[***]

 August 16, 2021

255,914

[***]

June 30, 2021

$
1.37

$
[***]

$
1.37

$
[***]

 August 19, 2021

500,000

[***]

June 30, 2021

$
1.37

$
[***]

$
1.37

$
[***]

 August 23, 2021

2,090,000

[***]

June 30, 2021

$
1.37

$
[***]

$
1.37

$
[***]

 September 13, 2021

1,000,000

[***]

June 30, 2021

$
1.37

$
[***]

$
1.37

$
[***]

 September 15, 2021

733,871

[***]

June 30, 2021

$
1.37

$
[***]

$
1.37

$
[***]

 July 31, 2019 Valuation

In preparing the July 31, 2019 valuation of its Common Stock, the Company, in consultation with an independent third-party valuation
specialist, determined the enterprise value using the Adjusted Net Assets Method, which requires marking the Company’s assets to their fair value and determining the fair value of developed intangible assets as of the valuation date. The
Company,

 CONFIDENTIAL TREATMENT
REQUESTED BY

 PYXIS ONCOLOGY, INC.

 U.S. Securities and Exchange Commission

September 28, 2021

  Page
 6

in consultation with the independent third-party valuation specialist, determined that the use of Adjusted Net Assets Method was appropriate as the Company was an early-stage company that was in
the start-up phase of its development with four employees and only had an initial therapeutic theory. Further, the Company selected the Current Value Method (“CVM”) to allocate equity.
The CVM assumes that the equity of the Company is its enterprise value and that the value is allocated to each class of stock based on its liquidation preference. Common shareholders benefit only when the value of the business exceeds the aggregate
preferred liquidation preference. CVM is applicable when the Company is at such an early stage of development that there is no reasonable basis to estimate value beyond the preferred preference, if any. The July 31, 2019 valuation took into
account the Company’s internally generated intellectual property as an intangible asset and the exclusive license agreement between the Company and the University of Chicago when determining the value of the Company. The valuation also took
into consideration the Company’s sale and issuance of Series A convertible preferred stock in June 2019 that would allow for the advancement of necessary pre-clinical studies. The total equity value was
$[***] million, the liquidation preference of the Company’s Series A preferred stock was valued at $[***] million and therefore the value attributable to common stock was $[***] million.

The resulting estimated fair value of the Company’s common stock was $0.01 per share (pre-reverse
stock split). A discount for lack of marketability (“DLOM”) of [***]% and a weighted average cost of capital (“WACC”) of [***]% was applied.

December 6, 2019, April 8, 2020 and July 15, 2020 Grants

On December 6, 2019, April 8, 2020 and July 15, 2020

United States securities and exchange commission logo
August 18, 2021
Lara Sullivan, M.D.
Chief Executive Officer
Pyxis Oncology, Inc.
35 CambridgePark Drive
Cambridge, MA 02140
Re:Pyxis Oncology, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted August 4, 2021
CIK No. 0001782223
Dear Dr. Sullivan:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1 submitted August 4, 2021
Our Portfolio, page 2
1.We note your response to prior comment 2 regarding your inclusion of the "mAb
Discovery Programs" in your pipeline table on page 3. Since your filing contains minimal
discussion of these programs, it appears that these programs are not sufficiently material
to your operations to warrant inclusion in the pipeline table. Please remove
these programs. We will not object to a discussion of the programs below the table.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies and Significant Judgments and Estimates, Stock-Based
Compensation, page 93

 FirstName LastNameLara Sullivan, M.D.
 Comapany NamePyxis Oncology, Inc.
 August 18, 2021 Page 2
 FirstName LastName
Lara Sullivan, M.D.
Pyxis Oncology, Inc.
August 18, 2021
Page 2
2.Once you have an estimated offering price or range, please explain to us the reasons for
any differences between the recent valuations of your common stock leading up to the
initial public offering and the estimated offering price. This information will help facilitate
our review of your accounting for equity issuances. Please discuss with the staff how to
submit your response.
            You may contact Kristin Lochhead at 202-551-3664 or Vanessa Robertson at 202-551-
3649 if you have questions regarding comments on the financial statements and related
matters.  Please contact Jason Drory at 202-551-8342 or Jeffrey Gabor at 202-551-2544 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Asher M. Rubin, Esq.

United States securities and exchange commission logo
July 16, 2021
Lara Sullivan, M.D.
Chief Executive Officer
Pyxis Oncology, Inc.
35 CambridgePark Drive
Cambridge, MA 02140
Re:Pyxis Oncology, Inc.
Draft Registration Statement on Form S-1
Submitted June 21, 2021
CIK No. 0001782223
Dear Dr. Sullivan:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted June 21, 2021
Prospectus Summary
Overview, page 1
1.Please revise this opening paragraph to clarify that your operations are preclinical.
Our Portfolio, page 2
2.We note your product pipeline tables here and in your Business section include "Multiple
mAb Programs" that are in the discovery phase. Because you have not identified a product
candidate for these programs, it appears premature to include them in a product pipeline
table. Please revise or advise.

 FirstName LastNameLara Sullivan, M.D.
 Comapany NamePyxis Oncology, Inc.
 July 16, 2021 Page 2
 FirstName LastName
Lara Sullivan, M.D.
Pyxis Oncology, Inc.
July 16, 2021
Page 2
3.Please balance the disclosure in this section by noting, as disclosed on page 103, that
"[d]espite the initial success seen by currently marketed products, licensed ADCs still
have limitations that impact dosing, and are associated with significant adverse events."
4.We note your disclosure here and throughout the draft registration statement that your
preclinical models for your "next-generation" ADCs have demonstrated
"immunogenic cell death," "a validated anti-tumor effect," "significant anti-tumor
activity," "potent in-vivo activity," "potent anti-tumor activity," and that your "next-
generation" ADCs have potential greater therapeutic index and more potent payloads than
"conventional ADCs."  Please revise your disclosure to eliminate any suggestion that your
product candidates have been or will ultimately be determined to be safe or effective or to
have demonstrated efficacy for purposes of granting marketing approval by the FDA or
comparable agency, including comparisons to the current standard of care.  In your
revised disclosure,  please replace all claims or conclusions related to efficacy with a
description of the objective data resulting from the preclinical models.
Our Team and History, page 4
5.We note that you identify certain entities as investors in your company; however, they do
not appear to be among your principal stockholders as disclosed on page 169.  If material,
please expand your disclosure to describe the nature of each named entity's investment in
you and explain to us why including this information is appropriate. Please also explain in
your response your plans to update investors about any changes these entities make with
respect to their investments in the company.
Use of Proceeds, page 76
6.We note your disclosure that you intend to use a portion of the net proceeds to fund the
development and regulatory activities relating to your product candidates and discovery
programs. Please revise your disclosure to allocate the amount of proceeds you expect to
use for each of your programs and specify how far in the clinical development of your
product candidates you expect to reach with the net proceeds. If any material amounts of
other funds are necessary to accomplish the specified purposes for which the proceeds are
to be obtained, state the amounts and sources of such other funds needed for each such
specified purpose and the sources thereof. Refer to Instruction 3 of Item 504 of Regulation
S-K.
7.We note your disclosure that a milestone payment of $9.6 million will be made to
LegoChem upon the earliest to occur of certain events, including the date of pricing or
offer of the first public offering of your common stock. We also note that such payments
are not reflected in the Use of Proceeds section. Please revise to disclose the anticipated
source of such funds or otherwise advise.

 FirstName LastNameLara Sullivan, M.D.
 Comapany NamePyxis Oncology, Inc.
 July 16, 2021 Page 3
 FirstName LastName
Lara Sullivan, M.D.
Pyxis Oncology, Inc.
July 16, 2021
Page 3
Dilution, page 80
8.Your disclosure states that historical net tangible book value excludes preferred stock
which is not included within stockholders' equity (deficit). Therefore, it appears that the
historical net tangible book value should be a deficit rather than $6.3 million. Please
revise the calculation or advise as to the appropriateness of your calculation.
Business
FACT Platform, page 104
9.We note your disclosure here that, "[r]ecent research has demonstrated that site-specific
conjugation techniques enable enhanced pharmacologic properties and homogenous DAR
and improved therapeutic index." Please revise your disclosure to provide your basis for
this claim and include additional disclosure on the material details of the "recent
research," including, for example only, the sponsor, type of study, and trial design.
Pfizer optimized sites for linker-payload conjugation through empirical research, page 105
10.We note your statements here that one of the FACT platform's advantages is "[v]alidated
antibody-linker-payload combinations with optimized conjugation sites." Please expand
your disclosure here to provide your basis for your belief that the FACT platform
is "validated" given your current, preclinical stage of development of your product
candidates.
Figure 9, page 107
11.We note your statement on the bottom of page 105 that, "the therapeutic index of our
highly stable ADCs mitigated toxicity while maximizing PK exposure in vivo." Please
revise your Figure 9 to clearly label PYX-201 ADC or otherwise revise and clarify your
narrative disclosure to further explain your basis for this claim. In addition, we note other
figures, such as Figure 13 and 14, where your product candidates are not clearly labeled.
Please clarify your figure labels throughout your registration statement as applicable.
Commercialization Plan, page 127
12.We note your disclosure here that you "retain full commercialization rights for all our
product candidates, including those obtained through exclusive collaboration agreements."
However, we note your disclosure elsewhere that you do not have the rights to PYX-202
in South Korea. Please correct for this inconsistency or otherwise advise.

 FirstName LastNameLara Sullivan, M.D.
 Comapany NamePyxis Oncology, Inc.
 July 16, 2021 Page 4
 FirstName LastName
Lara Sullivan, M.D.
Pyxis Oncology, Inc.
July 16, 2021
Page 4
Management
Executive Officers, page 149
13.We note several of your executive and director biographies where the principal occupation
and employment is unclear during the past five years. Please discuss the principal
occupation and employment for the past five years, including the name, and principal
business of any corporation or other organization.  See Item 401(e) of Regulation S-K.
Employment Agreements, Severance and Change in Control Agreements
Robert Crane, page 161
14.We note your disclosure that Mr. Crane is entitled to an option upon the closing of an
equity offering, non-dilutive collaboration transaction, convertible debt or debt offering
resulting in gross proceeds to the Company of at least $20 million and/or a change of
control of the Company. Please clarify your disclosure to state whether or not Mr. Crane is
entitled to an option to purchase shares in connection with your proposed initial public
offering.
Exhibits
15.Please file the joint venture agreement with Alloy Therapeutics, Inc. as an exhibit to your
registration statement, or tell us why you believe you are not required to do so. See Item
601(b)(10) of Regulation S-K.
            You may contact Kristin Lochhead at 202-551-3664 or Vanessa Robertson at 202-551-
3649 if you have questions regarding comments on the financial statements and related
matters.  Please contact Jason Drory at 202-551-8342 or Jeffrey Gabor at 202-551-2544 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Asher M. Rubin, Esq.