Pieris Pharmaceuticals Files 8-K with Key Updates

TL;DR

Pieris Pharma dropped an 8-K on 4/18 - check for shareholder rights, bylaws, and financial updates.

AI Summary

Pieris Pharmaceuticals, Inc. filed an 8-K on April 18, 2024, to report material modifications to rights of security holders, amendments to its articles of incorporation or bylaws, and Regulation FD disclosures. The filing also includes financial statements and exhibits, with the date of the earliest event reported being April 18, 2024.

Why It Matters

This 8-K filing indicates significant corporate actions and disclosures by Pieris Pharmaceuticals, potentially impacting security holders and requiring investor attention.

Risk Assessment

Risk Level: medium — 8-K filings often contain material information that can affect a company's stock price, necessitating careful review by investors.

Key Numbers

• 001-37471 — SEC File Number (Identifies the company's filing with the SEC.)
• 30-0784346 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• PIERIS PHARMACEUTICALS, INC. (company) — Registrant
• April 18, 2024 (date) — Date of earliest event reported
• 225 Franklin Street, 26th Floor, Boston, MA 02110 (location) — Principal executive offices address
• Nevada (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $0.001 — ge on which registered Common Stock , $0.001 par value per share PIRS The Nasdaq
• $1.00 — ice of the Company's Common Stock above $1.00 per share and bring the Company back in

Filing Documents

• pirs20240401_8k.htm (8-K) — 45KB
• ex_655548.htm (EX-3.1) — 1KB
• ex_655549.htm (EX-99.1) — 11KB
• ex03.jpg (GRAPHIC) — 335KB
• ex_655549img001.jpg (GRAPHIC) — 2KB
• 0001437749-24-012442.txt ( ) — 666KB
• pirs-20240418.xsd (EX-101.SCH) — 3KB
• pirs-20240418_def.xml (EX-101.DEF) — 12KB
• pirs-20240418_lab.xml (EX-101.LAB) — 16KB
• pirs-20240418_pre.xml (EX-101.PRE) — 12KB
• pirs20240401_8k_htm.xml (XML) — 3KB

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. The Board of Directors of Pieris Pharmaceuticals, Inc., a Nevada corporation (the "Company"), approved a reverse stock split of the Company's authorized, issued and outstanding shares of common stock, par value $0.001 per share (the "Common Stock"), at a ratio of 1-for-80 (the "Reverse Stock Split"). The Company expects that the effective time of the Reverse Stock Split will be at or about 5:00 pm New York time on Monday, April 22, 2024 (the "Effective Date"), with the Common Stock trading on the Nasdaq Capital Market ("Nasdaq") on a reverse split-adjusted basis under the Company's existing trading symbol, "PIRS," at the market open on Tuesday, April 23, 2024. Reasons for the Reverse Stock Split The Company is effectuating the Reverse Stock Split to raise the per share bid price of the Company's Common Stock above $1.00 per share and bring the Company back into compliance with Nasdaq Listing Rule 5550(a)(2). The Company will have regained compliance once the Company's Common Stock trades at or above $1.00 for a minimum of 10 consecutive trading days, at which time Nasdaq will provide the Company with notice that it has regained compliance. Effects of the Reverse Stock Split Effective Date; Symbol; CUSIP Number. The Reverse Stock Split becomes effective with Nasdaq and the Common Stock will begin trading on a split-adjusted basis at the open of business on April 23, 2024. In connection with the Reverse Stock Split, the CUSIP number for the Common Stock will change to 720795202. Split Adjustment; Treatment of Fractional Shares . On the Effective Date, the total number of shares of Common Stock held by each stockholder of the Company will be converted automatically into the number of shares of Common Stock equal to: (i) the number of issued and outstanding shares of Common Stock held by each such stockholder immediately prior to the Reverse Stock Split divided by (ii) 80. Any fractional share of C

Forward Looking Statements

Forward Looking Statements This Current Report on Form 8-K contains forward-looking statements. Forward-looking statements may include, but are not limited to, statements related to the Reverse Stock Split, the effectiveness of the Certificate of Change, and the Company's ability to regain compliance with Nasdaq's minimum bid price requirement, as well as statements, other than historical facts, that address activities, events or developments that the company intends, expects, projects, believes or anticipates will or may occur in the future. These statements are often characterized by terminology such as "believes," "hopes," "may," "anticipates," "should," "intends," "plans," "will," "expects," "estimates," "projects," "positioned," "strategy" and similar expressions and are based on assumptions and assessments made in light of management's experience and perception of historical trends, current conditions, expected future developments and other factors believed to be appropriate. Forward-looking statements in this Current Report on Form 8-K are made as of the date of this Current Report on Form 8-K, and the Company undertakes no duty to update or revise any such statements, whether as a result of new information, future events or otherwise. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, many of which are outside of the Company's control. Important factors that could cause actual results, developments and business decisions to differ materially from forward-looking statements are described in the sections titled "Risk Factors" in the Company's filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, as well as reports on Form 8-K, and include whether the Company will be successful in maintaining the listing of its Common Stock on Nasdaq and the effects of the Reverse Stock Split. --12-31

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year The information set forth in Item 3.03 is hereby incorporated by reference into this Item 5.03.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On April 18, 2024, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is being filed as Exhibit 99.1 hereto and is incorporated by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. 3.1 Certificate of Change of Pieris Pharmaceuticals, Inc. dated April 18, 2024. 99.1 Press Release, dated April 18, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURE 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 hereunto duly authorized. PIERIS PHARMACEUTICALS, INC. Dated: April 18, 2024 /s/ Tom Bures Tom Bures Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR