Pieris Pharmaceuticals Files 8-K with Corporate Updates

TL;DR

Pieris Pharma filed an 8-K detailing changes in leadership, bylaws, and shareholder votes.

AI Summary

Pieris Pharmaceuticals, Inc. filed an 8-K on December 12, 2024, reporting several key events as of December 11, 2024. These include material modifications to security holder rights, changes in directors and officers, amendments to governing documents, and submission of matters to a vote. The filing also covers other events and financial statements/exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions and potential changes affecting Pieris Pharmaceuticals' governance and security holders.

Risk Assessment

Risk Level: medium — The filing covers multiple significant corporate events, including potential changes to security holder rights and governance, which can introduce uncertainty.

Key Players & Entities

• PIERIS PHARMACEUTICALS, INC. (company) — Registrant
• Marika Inc. (company) — Former Company Name

FAQ

Key Financial Figures

• $0.001 — ge on which registered Common Stock , $0.001 par value per share PIRS The Nasdaq
• $0.01 — eferred Stock received consideration of $0.01 in cash. Following the effectiveness of

Filing Documents

• pirs20241115c_8k.htm (8-K) — 55KB
• ex_756938.htm (EX-3.1) — 3KB
• ex_756939.htm (EX-3.2) — 2KB
• ex_756437.htm (EX-10.1) — 95KB
• a01.jpg (GRAPHIC) — 97KB
• a02.jpg (GRAPHIC) — 197KB
• a03.jpg (GRAPHIC) — 173KB
• a04.jpg (GRAPHIC) — 172KB
• b01.jpg (GRAPHIC) — 97KB
• b02.jpg (GRAPHIC) — 195KB
• 0001437749-24-037350.txt ( ) — 1602KB
• pirs-20241211.xsd (EX-101.SCH) — 3KB
• pirs-20241211_def.xml (EX-101.DEF) — 12KB
• pirs-20241211_lab.xml (EX-101.LAB) — 16KB
• pirs-20241211_pre.xml (EX-101.PRE) — 12KB
• pirs20241115c_8k_htm.xml (XML) — 3KB

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. On December 11, 2024, Pieris Pharmaceuticals, Inc. ("Pieris" or the "Company") held a special meeting of its stockholders (the "Special Meeting") at which the Company's stockholders considered and adopted the proposals outlined in the definitive proxy statement/prospectus statement, dated November 8, 2024 (the "Proxy Statement"), and filed by the Company with the Securities and Exchange Commission (the "SEC") on November 8, 2024. At the Special Meeting, the Company's stockholders approved an amendment to the amended and restated articles of incorporation of the Company (the "Authorized Share Increase Amendment") to implement an increase in the number of authorized shares of common stock from 3,750,000 to 200,000,000 (the "Share Increase"). On December 12, 2024, the Company filed the Share Increase Amendment with the Nevada Secretary of State to effect the Share Increase effective on December 12, 2024. As a result of the Share Increase, the number of authorized shares of the Company's common stock was increased from 3,750,000 to 200,000,000 shares. The foregoing description of the Authorized Share Increase Amendment does not purport to be complete and is subject to, and qualified by, the full text of such document, a copy of which is filed as Exhibit 3.1 hereto and is incorporated by reference herein. On December 12, 2024, the Company redeemed the Series F Preferred Stock automatically following the effectiveness of the Share Increase, as further described in Item 5.07 of this Current Report on Form 8-K. As a result of the redemption, the holder of the Series F Preferred Stock received consideration of $0.01 in cash. Following the effectiveness of such redemption upon the effectiveness of the Share Increase, on December 12, 2024, the Company filed a Certificate of Withdrawal with the Nevada Secretary of State to withdraw the Certificate of Designation relating to the Series F Preferred Stock. The foreg

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. To the extent required by Item 5.03 of Form 8-K, the information contained in Item 3.03 of this Current Report on Form 8-K is incorporated by reference herein.

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 11, 2024, the Company held the Special Meeting. As of October 28, 2024, the record date for the Special Meeting, 1,320,240 shares of the Company's common stock (each entitled to one vote per share) and one share of the Company's Series F Preferred Stock (entitled to 25,000,000 votes per share on solely on the Authorized Share Increase Amendment proposal ("Proposal No. 2")) were issued and outstanding. The Series F Preferred Stock entitles and requires the holder thereof to (i) vote together with the holders of the Company's common stock on Proposal No. 2 and (ii) cast, in person or by proxy, the 25,000,000 votes of the Series F Preferred Stock on Proposal No. 2 in a manner that is proportionate to the manner in which all shares of the Company's common stock are voted FOR or AGAINST Proposal No. 2, excluding any shares of common stock that are not voted "FOR" or "AGAINST" such proposal for any reason, including, without limitation, any abstentions or broker non-votes. A quorum of 1,018,071 shares of common stock, comprising 77.11% of the outstanding shares of common stock, and one share of Series F Preferred Stock, comprising 100% of the outstanding shares of Series F Preferred Stock, were present in person or by proxy at the Special Meeting. (b) At the Special Meeting, the Company's stockholders voted on the proposals set forth below relating to the Agreement and Plan of Merger, dated as of July 23, 2024 (the "Merger Agreement"), by and between the Company, Polo Merger Sub, Inc. (the "Merger Sub"), a Delaware corporation and a wholly owned subsidiary of the Company, and Palvella Therapeutics, Inc., a Delaware corporation ("Palvella"), whereby Merger Sub will merge with and into Palvella, with Palvella continuing as a wholly-owned subsidiary of the Company and the surviving corporation of the merger (the "Merger"). The proposals are described in detail in the Proxy Statement (as amended

01 Other Events

Item 8.01 Other Events. The closing of the Merger is expected to occur on December 13, 2024, assuming the satisfaction or waiver of all conditions under the Merger Agreement. As previously disclosed, the Company will enter into a Contingent Value Rights Agreement with a rights agent, pursuant to which the Company's pre-Merger capital stockholders of record on December 12, 2024 will receive one contingent value right for each outstanding share of the Company's common stock held by such stockholder, or share of common stock underlying any preferred stocks held by such stockholder.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. 3.1 Certificate of Amendment to the Company's Amended and Restated Articles of Incorporation, dated December 12, 2024 3.2 Certificate of Withdrawal of the Series F Preferred Stock, dated December 12, 2024 10.1 Palvella Therapeutics, Inc.'s 2024 Equity Incentive Plan 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). Cautionary Note 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 words such as "anticipates," "believes," "plans," "expects," "projects," "future," "intends," "may," "will," "should," "could," "estimates," "predicts," "potential," "continue," "guidance," and similar expressions to identify these forward-looking statements that are intended to be covered by the safe-harbor provisions of the PSLRA, the Securities Act, or the Exchange Act. Such forward-looking statements are based on Pieris' expectations and involve risks and uncertainties; consequently, actual results may differ materially from those expressed or implied in the statements due to a number of factors, including, but not limited to, risks relating to: the risks related

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