Pieris Pharmaceuticals Files 8-K: Agreements, Equity Sales, and Officer Changes

Ticker: PVLA · Form: 8-K · Filed: Jul 24, 2024 · CIK: 1583648

Pieris Pharmaceuticals, Inc. 8-K Filing Summary
FieldDetail
CompanyPieris Pharmaceuticals, Inc. (PVLA)
Form Type8-K
Filed DateJul 24, 2024
Risk Levelmedium
Pages15
Reading Time18 min
Key Dollar Amounts$0.001, $95.0 million, $21.0 m, $1.0 million, $2.0 million
Sentimentneutral

Sentiment: neutral

Topics: material-agreement, equity-sale, corporate-governance

TL;DR

Pieris Pharma 8-K: New deals, stock sales, and exec changes filed July 23rd.

AI Summary

On July 23, 2024, Pieris Pharmaceuticals, Inc. entered into a Material Definitive Agreement, the details of which are not fully disclosed in this filing. The company also reported on unregistered sales of equity securities and changes in its board of directors and officer compensation. Additionally, the filing includes other events and financial statements/exhibits.

Why It Matters

This 8-K filing indicates significant corporate activity for Pieris Pharmaceuticals, including new agreements and equity transactions, which could impact its financial standing and strategic direction.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered equity sales, which can carry inherent risks and require further scrutiny.

Key Players & Entities

  • PIERIS PHARMACEUTICALS, INC. (company) — Registrant
  • July 23, 2024 (date) — Date of earliest event reported
  • Nevada (jurisdiction) — State of incorporation
  • 225 Franklin Street (address) — Business and mailing address

FAQ

What is the nature of the Material Definitive Agreement entered into by Pieris Pharmaceuticals?

The filing states that Pieris Pharmaceuticals, Inc. entered into a Material Definitive Agreement on July 23, 2024, but the specific terms and details of this agreement are not provided in this 8-K filing.

What information is provided regarding unregistered sales of equity securities?

The 8-K filing indicates that there were unregistered sales of equity securities by Pieris Pharmaceuticals, Inc., but specific details such as the number of shares, price, or purchasers are not elaborated upon in this document.

What changes are reported concerning the company's directors or officers?

The filing notes the departure of directors or certain officers, the election of directors, and the appointment of certain officers, along with details on compensatory arrangements for certain officers.

When was the earliest event reported in this 8-K filing?

The earliest event reported in this 8-K filing occurred on July 23, 2024.

What is Pieris Pharmaceuticals, Inc.'s state of incorporation and fiscal year end?

Pieris Pharmaceuticals, Inc. is incorporated in Nevada and its fiscal year ends on December 31.

Filing Stats: 4,611 words · 18 min read · ~15 pages · Grade level 16.6 · Accepted 2024-07-24 06:40:14

Key Financial Figures

  • $0.001 — ge on which registered Common Stock , $0.001 par value per share PIRS The Nasdaq
  • $95.0 million — ssume a valuation for Palvella equal to $95.0 million and a valuation for Pieris equal to $21
  • $21.0 m — ion and a valuation for Pieris equal to $21.0 million, subject to adjustment based on P
  • $1.0 million — ed to pay Palvella a termination fee of $1.0 million and Palvella may be required to pay Pie
  • $2.0 million — ired to pay Pieris a termination fee of $2.0 million. At the Effective Time, the board of d
  • $13.7299 m — mon stock at a price per share equal to $13.7299 multiplied by (x) 0.315478 divided by (y)
  • $78.9 m — ancing are expected to be approximately $78.9 million, before paying estimated expenses

Filing Documents

01

Item 1.01. Entry into a Material Definitive Agreement. Merger Agreement On July 23, 2024, Pieris Pharmaceuticals, Inc., a Nevada corporation (" Pieris "), Polo Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Pieris (" Merger Sub "), and Palvella Therapeutics, Inc., a Delaware corporation (" Palvella "), entered into an Agreement and Plan of Merger (the " Merger Agreement "), pursuant to which, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Palvella, with Palvella continuing as a wholly-owned subsidiary of Pieris and the surviving corporation of the merger (the " Merger "). The Merger is intended to qualify for federal income tax purposes as a tax-free reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended (the " Code "), and, in the event that the former stockholders of Palvella and certain other persons are in "control" of Pieris immediately after the Merger (within the meaning of Section 368(c) of the Code), the Merger is also intended to qualify as a non-taxable exchange of shares of Palvella capital stock for Pieris common stock within the meaning of Section 351(a) of the Code.

02

Item 3.02. Unregistered Sales of Equity Securities. The securities to be issued and sold to the PIPE Investors will not be registered under the Securities Act of 1933, as amended (the " Securities Act "), and will be issued and sold in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving a public offering. The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

02

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Pieris and Shane Olwill, Ph.D., Pieris' Senior Vice President and Chief Development Officer, mutually agreed that in connection with the signing of the Merger Agreement, Dr. Olwill would step down effective October 31, 2024. Pieris and Dr. Olwill entered into a separation agreement (the " Separation Agreement "), dated as of July 23, 2024, which provides that Dr. Olwill is entitled to a lump sum payment of 417,800, and is released from the obligation to work between August 1, 2024 and October 31, 2024 during which he will continue to receive his fixed salary. Dr. Olwill's right to receive the foregoing is subject to, among other obligations, his execution of a release of claims against Pieris, as well as certain ongoing confidentiality obligations. The foregoing is a summary description of the terms and conditions of the Separation Agreement and is qualified in its entirety by reference to the Separation Agreement, a copy of which will be filed as an exhibit to Pieris' Quarterly Report on Form 10-Q for the quarter ended September 30, 2024.

01

Item 8.01. Other Events. On July 24, 2024, Pieris and Palvella issued a joint press release announcing the execution of the Merger Agreement. The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference, except that the information contained on the websites referenced in the press release is not incorporated herein by reference. Pieris and Palvella will host a joint conference call on July 24, 2024 at 8:30 A.M. Eastern Time to discuss the proposed Merger. A live audio webcast of the management presentation will be available on the Presentations section of Pieris' website at www.pieris.com. Alternatively, callers may listen to the conference call by phone by dialing 877-407-8920 (United States and Canada) or +1 412-902-1010 (international). The slide presentation to be used by Pieris and Palvella during the joint conference call is attached hereto as Exhibit 99.2 and incorporated herein by reference. A substantially similar presentation was also used by Pieris and Palvella in connection with the PIPE Financing, which is attached hereto as Exhibit 99.3 and incorporated herein by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 2.1* Agreement and Plan of Merger, dated as of July 23, 2024, by and among Pieris Pharmaceuticals, Inc., Polo Merger Sub, Inc. and Palvella Therapeutics, Inc. 4.1 Form of Pre-Funded Warrant 10.1 Form of Contingent Value Rights Agreement 10.2 Form of Palvella Support Agreement 10.3 Form of Pieris Support Agreement 10.4 Form of Lock-Up Agreement 10.5* Securities Purchase Agreement, dated as of July 23, 2024, by and among Pieris Pharmaceuticals, Inc. and certain purchasers 10.6 Form of Registration Rights Agreement 99.1 Joint Press Release, issued on July 24, 2024 99.2 Investor Presentation, dated July 24, 2024 99.3 PIPE Investor Presentation 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Exhibits and/or schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplementally copies of any of the omitted exhibits and schedules upon request by the SEC; provided , however , that the registrant may request confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended (the " Exchange Act "), for any exhibits or schedules so furnished. Cautionary Note Regarding Forward-Looking Statements This Current Report on Form 8-K and the exhibits attached hereto contain forward-looking statements (including within the meaning of Section 21E of the Exchange Act and Section 27A of the Securities Act) concerning Palvella, Pieris, the proposed transactions, and other matters. These statements may discuss goals, intentions, and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based on current beliefs of the management of Palvella and Pieris, as well as assumptions made by, and information currently available to, management of Palvella and Pieris. Forward-looking statements generall

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