Pieris Pharmaceuticals Files 8-K

TL;DR

Pieris Pharma filed an 8-K on Dec 3rd covering Dec 2nd events - expect updates on votes, other biz, and financials.

AI Summary

Pieris Pharmaceuticals, Inc. filed an 8-K on December 3, 2024, reporting on events that occurred on December 2, 2024. The filing indicates a submission of matters to a vote of security holders, other events, and financial statements and exhibits. The company is incorporated in Nevada and its principal executive offices are located in Boston, MA.

Why It Matters

This 8-K filing signals important corporate actions and disclosures from Pieris Pharmaceuticals, Inc., which could impact investors and stakeholders.

Risk Assessment

Risk Level: low — This is a routine 8-K filing reporting on standard corporate events and disclosures, not indicating any immediate financial distress or significant negative news.

Key Players & Entities

• PIERIS PHARMACEUTICALS, INC. (company) — Registrant
• December 2, 2024 (date) — Earliest event reported
• December 3, 2024 (date) — Date of report
• Nevada (jurisdiction) — State of Incorporation
• Boston, MA (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.001 — ge on which registered Common Stock , $0.001 par value per share PIRS The Nasdaq
• $14.47 — illions) Viridian Therapeutics, Inc. $14.47 $1,224 Pharvaris N.V. $18.36 $1,040
• $1,224 — Viridian Therapeutics, Inc. $14.47 $1,224 Pharvaris N.V. $18.36 $1,040 Pliant
• $18.36 — , Inc. $14.47 $1,224 Pharvaris N.V. $18.36 $1,040 Pliant Therapeutics, Inc. $12
• $1,040 — $14.47 $1,224 Pharvaris N.V. $18.36 $1,040 Pliant Therapeutics, Inc. $12.36 $76
• $12.36 — .36 $1,040 Pliant Therapeutics, Inc. $12.36 $764 Astria Therapeutics, Inc. $11.2
• $764 — 040 Pliant Therapeutics, Inc. $12.36 $764 Astria Therapeutics, Inc. $11.20 $69
• $11.20 — 12.36 $764 Astria Therapeutics, Inc. $11.20 $695 Fulcrum Therapeutics, Inc. $8.0
• $695 — 764 Astria Therapeutics, Inc. $11.20 $695 Fulcrum Therapeutics, Inc. $8.00 $49
• $8.00 — 1.20 $695 Fulcrum Therapeutics, Inc. $8.00 $498 Inozyme Pharma, Inc. $5.33 $33
• $498 — 695 Fulcrum Therapeutics, Inc. $8.00 $498 Inozyme Pharma, Inc. $5.33 $330 3.
• $5.33 — nc. $8.00 $498 Inozyme Pharma, Inc. $5.33 $330 3. The following table replaces
• $330 — .00 $498 Inozyme Pharma, Inc. $5.33 $330 3. The following table replaces the ta
• $16.00 — in millions) 6/27/2024 Alumis, Inc. $16.00 $250 10/20/2023 Abivax SA $11.60 $
• $250 — ons) 6/27/2024 Alumis, Inc. $16.00 $250 10/20/2023 Abivax SA $11.60 $236 4

Filing Documents

• pirs20241115_8k.htm (8-K) — 71KB
• 0001437749-24-036506.txt ( ) — 212KB
• pirs-20241202.xsd (EX-101.SCH) — 3KB
• pirs-20241202_def.xml (EX-101.DEF) — 12KB
• pirs-20241202_lab.xml (EX-101.LAB) — 15KB
• pirs-20241202_pre.xml (EX-101.PRE) — 12KB
• pirs20241115_8k_htm.xml (XML) — 3KB

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. (a) On December 2, 2024, Pieris Pharmaceuticals, Inc. (the "Company" or "Pieris") held its 2024 annual meeting of stockholders (the "Annual Meeting"). Of the 1,320,240 shares of common stock of the Company issued and outstanding and eligible to vote as of the record date of October 25, 2024, a quorum of 1,020,443 shares of common stock, or 77.29% of the outstanding shares, were present in person or by proxy. (b) At the Annual Meeting, the stockholders: (1) elected each of Chris Kiritsy and Peter Kiener, D.Phil. to the Company's Board of Directors as Class I directors, each to serve for a three-year term expiring at the 2027 annual meeting of stockholders ("Election of Directors"); (2) ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024 ("Auditor Ratification"); and (3) approved, on a non-binding basis, the compensation of named executive officers ("Say on Pay"). A more complete description of each of these matters is set forth in the Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission ("SEC") on November 6, 2024. The number of votes cast in favor or against or withheld by the stockholders and, where applicable, the number of abstentions and the number of broker non-votes on each of the foregoing matters are set forth below. 1. Election of Directors Name Votes For Votes Withheld Broker Non-Votes Chris Kiritsy 593,528 18,274 408,641 Peter Kiener, D.Phil. 593,558 18,244 408,641 2. Auditor Ratification Votes For Votes Against Votes Abstained Broker Non-Votes 1,017,470 2,439 534 - 3. Say on Pay Votes For Votes Against Votes Abstained Broker Non-Votes 604,490 6,678 634 408,641

01 Other Events

Item 8.01 Other Events. As previously announced, on July 23, 2024, Pieris entered into an Agreement and Plan of Merger (the "Merger Agreement") with Palvella Therapeutics, Inc., a Delaware corporation ("Palvella"), a private, clinical-stage biopharmaceutical company whose vision is to become the leading rare disease biopharmaceutical company focused on developing and, if approved, commercializing novel therapies to treat patients suffering from serious, rare genetic skin diseases, for which there are no FDA approved therapies, and Polo Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Pieris ("Merger Sub"). Upon the terms and subject to the satisfaction of the conditions described in the Merger Agreement, Merger Sub will be merged with and into Palvella, with Palvella surviving as a wholly owned subsidiary of Pieris (the "Merger"). This Current Report on Form 8-K (this "Form 8-K") is being filed to update and supplement the proxy statement/prospectus (the "proxy statement/prospectus") (1) included in the Registration Statement on Amendment No. 5 to Form S-4, File No. 333-281459 (the "Registration Statement"), filed by Pieris with the the SEC on November 7, 2024 and declared effective by the SEC on November 8, 2024, (2) filed by Pieris with the SEC as a prospectus on November 8, 2024, and (3) first mailed to Pieris' stockholders on November 8, 2024. The information contained in this Form 8-K is incorporated by reference into the proxy statement/prospectus. Terms used in this Form 8-K, but not otherwise defined, shall have the respective meanings ascribed to such terms in the proxy statement/prospectus. Following the announcement of the Merger Agreement and as of the date of this Form 8-K, Pieris received nine demands from purported Pieris stockholders requesting additional information for inclusion in the Registration Statement. Additionally, two lawsuits have been filed by two purported Pieris stockholders requesting additional information

Legal Proceedings

Legal Proceedings Two lawsuits were filed in the Supreme Court of the State of New York, County of New York on November 15, 2024 by two purported stockholders of Pieris in connection with the Merger. The lawsuits are captioned Eric Johnson v. Pieris Pharmaceuticals, Inc., et al., No. 659064/2024, or the Johnson Complaint, and Michael Kent v. Pieris Pharmaceuticals, Inc., et al., No. 659073/2024, or the Kent Complaint, and together with the Johnson Complaint, the Complaints. Each Complaint named as defendants Pieris and the members of the Pieris board of directors. The plaintiffs contended that the Form 424 prospectus filed on November 8, 2024, or the Form 424 Prospectus, omitted or misrepresented material information regarding the Merger, rendering the Form 424 Prospectus false and misleading. Between August 22, 2024 and November 27, 2024, Pieris received nine demands from purported stockholders of Pieris making substantially similar claims as in the Complaints regarding the disclosures in the proxy statement/prospectus related to the Merger. Additional lawsuits may be filed against Pieris, Merger Sub, Palvella, and/or the , and additional demands may be received in connection with the Merger and the proxy statement/prospectus. The defendants dispute the allegations in the shareholder demands and the Complaints. For additional information, see page 259 in the section entitled "Legal Proceedings." 2. The following table replaces the table under the first full paragraph of the subsection entitled " Selected Publicly-Traded Companies Analysis " of the section entitled " The Merger — Opinion of Pieris ' Financial Advisor " on page 144 of the proxy statement/prospectus: Company Name Closing Stock Price on July 19, 2024 Closing Market Capitalization on July 19, 2024 ($ in millions) Viridian Therapeutics, Inc. $14.47 $1,224 Pharvaris N.V. $18.36 $1,040 Pliant Therapeutics, Inc. $12.36 $764 Astria Therapeutics, Inc. $11.20 $695 Fulcrum Therapeutics,

Legal Proceedings

Legal Proceedings Two lawsuits were filed in the Supreme Court of the State of New York, County of New York on November 15, 2024 by two purported stockholders of Pieris in connection with the Merger. The lawsuits are the Johnson Complaint and the Kent Complaint. Each Complaint named as defendants Pieris and the members of the Pieris board of directors. The plaintiffs contended that the Form 424 Prospectus omitted or misrepresented material information regarding the Merger, rendering the Form 424 Prospectus false and misleading. Between August 22, 2024 and November 27, 2024, Pieris received nine demands from purported stockholders of Pieris making substantially similar claims as in the Complaints regarding the disclosures in the proxy statement/prospectus related to the Merger. Additional lawsuits may be filed against Pieris, Merger Sub, Palvella, and/or the Pieris board of directors, and additional demands may be received in connection with the Merger and the proxy statement/prospectus. The defendants dispute the allegations in the shareholder demands and the Complaints. Cautionary Statement Regarding Forward-Looking Statements This Form 8-K contains forward-looking statements including within the meaning of Section 21E of the Securities and Exchange Act of 1934, as amended, (the "Exchange Act") Section 27A of the Securities Act of 1933, as amended, (the "Securities Act") and the Private Securities Litigation Reform Act of 1995 ("PSLRA"). This includes statements regarding: the anticipated completion and effects of the proposed Merger and private placement; anticipated communications regarding each of Pieris' and Palvella's entry into the Merger Agreement; and other statements regarding management's intentions, plans, beliefs, expectations or forecasts for the future, and, therefore, you are cautioned not to place undue reliance on them. No forward-looking statement can be guaranteed, and actual results may differ materially from those projected. Pieris uses

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. 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: December 3, 2024 /s/ Tom Bures Tom Bures Chief Financial Officer

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