Palvella Therapeutics, Inc. Renamed, Completes Business Combination

TL;DR

Pieris is now Palvella Therapeutics after a business combo. New execs in, old ones out.

AI Summary

On December 13, 2024, Palvella Therapeutics, Inc. (formerly Pieris Pharmaceuticals, Inc.) announced a change in its corporate name and ticker symbol. This follows the completion of a business combination with a subsidiary of Palvella Holdings, Inc. The company also reported on the departure of certain officers and directors and the election of new ones, effective December 13, 2024.

Why It Matters

This filing signifies a significant corporate restructuring and rebranding for the company, potentially impacting investor perception and future strategic direction.

Risk Assessment

Risk Level: medium — The filing indicates a change in control and significant executive/director changes, which can introduce uncertainty and risk.

Key Numbers

• 20241213 — Effective Date (Date of name change, business combination completion, and executive changes)

Key Players & Entities

• Palvella Therapeutics, Inc. (company) — Newly named registrant
• Pieris Pharmaceuticals, Inc. (company) — Former company name
• Palvella Holdings, Inc. (company) — Parent company in business combination
• 125 STRAFFORD AVE, SUITE 360, WAYNE, PA 19087 (location) — Company's business and mailing address

FAQ

Key Financial Figures

• $0.001 — ge on which registered Common stock , $0.001 par value per share PIRS The Nasdaq
• $13.9965 — mon stock at a price per share equal to $13.9965 (the " Purchase Price "), and/or in lie
• $78.9 m — m the PIPE Financing were approximately $78.9 million, consisting of approximately $60.
• $60.0 million — .9 million, consisting of approximately $60.0 million in cash and the conversion of approxima
• $18.9 million — ash and the conversion of approximately $18.9 million of principal and interest payable under

Filing Documents

• pirs20241210_8k.htm (8-K) — 396KB
• ex_757086.htm (EX-3.9) — 2KB
• ex_757087.htm (EX-3.10) — 1KB
• ex_757088.htm (EX-3.11) — 3KB
• ex_755588.htm (EX-4.1) — 2KB
• ex_756051.htm (EX-10.22) — 66KB
• ex_756052.htm (EX-10.23) — 67KB
• ex_757081.htm (EX-10.24) — 39KB
• ex_755589.htm (EX-10.26) — 169KB
• ex_755590.htm (EX-10.27) — 239KB
• ex_755591.htm (EX-10.29) — 38KB
• ex_755592.htm (EX-10.30) — 29KB
• ex_756585.htm (EX-14.1) — 101KB
• ex_757064.htm (EX-21.1) — 4KB
• ex_757117.htm (EX-99.1) — 23KB
• ex_755593.htm (EX-99.2) — 343KB
• ex_755594.htm (EX-99.3) — 600KB
• ex_755595.htm (EX-99.4) — 374KB
• cert1.jpg (GRAPHIC) — 137KB
• cert02.jpg (GRAPHIC) — 365KB
• ex_39page1.jpg (GRAPHIC) — 526KB
• ex_39page2.jpg (GRAPHIC) — 478KB
• ex_39page3.jpg (GRAPHIC) — 476KB
• ex_310.jpg (GRAPHIC) — 542KB
• exhibit311_page1.jpg (GRAPHIC) — 533KB
• exhibit311_page2.jpg (GRAPHIC) — 438KB
• exhibit311_page3.jpg (GRAPHIC) — 440KB
• exhibit311_page4.jpg (GRAPHIC) — 380KB
• plogo.jpg (GRAPHIC) — 10KB
• 0001437749-24-037515.txt ( ) — 8909KB
• pvla-20241213.xsd (EX-101.SCH) — 3KB
• pvla-20241213_def.xml (EX-101.DEF) — 12KB
• pvla-20241213_lab.xml (EX-101.LAB) — 17KB
• pvla-20241213_pre.xml (EX-101.PRE) — 13KB
• pirs20241210_8k_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. PIPE Financing (Private Placement) Concurrently with the execution of the Merger Agreement, the Company entered into a securities purchase agreement (the " Purchase Agreement ") with certain investors, including BVF Partners, L.P., an existing stockholder of the Company (the " PIPE Investors "), pursuant to which, among other things, on the Closing Date and immediately following the consummation of the Merger, the PIPE Investors purchased (either for cash or in exchange for the termination and cancellation of outstanding convertible promissory notes issued by Former Palvella), and the Company issued and sold to the PIPE Investors, an aggregate of 3,168,048 shares of the Company's common stock at a price per share equal to $13.9965 (the " Purchase Price "), and/or in lieu of the Company's common stock to certain purchasers who so choose due to beneficial ownership concerns, pre-funded warrants (the " Pre-Funded Warrants ") to purchase 2,466,456 shares of the Company's common stock at a purchase price per Pre-Funded Warrant equal to the Purchase Price minus $0.001 (the " PIPE Financing "). The gross proceeds from the PIPE Financing were approximately $78.9 million, consisting of approximately $60.0 million in cash and the conversion of approximately $18.9 million of principal and interest payable under the outstanding convertible notes issued by Former Palvella, before paying estimated expenses. The Purchase Agreement contained customary representations and warranties of the Company, on the one hand, and the PIPE Investor, on the other hand, and customary conditions to closing. The closing of the PIPE Financing occurred on December 13, 2024, immediately following the consummation of the Merger. The Pre-Funded Warrants do not expire, and each Pre-Funded Warrant will be exercisable at any time after the date of issuance of such Pre-Funded Warrant, subject to a beneficial ownership limitation. A holder of a Pre-

01. Completion of Acquisition or Disposition of Assets

Item 2.01. Completion of Acquisition or Disposition of Assets. On December 13, 2024, the Company completed the Merger in accordance with the terms of the Merger Agreement, pursuant to which, among other matters, subject to the terms and conditions thereof, Merger Sub merged with and into Former Palvella, with Former Palvella surviving as the surviving corporation and a wholly owned subsidiary of the Company. On December 12, 2024, the Company implemented an increase in the number of authorized shares of the Company's common stock from 3,750,000 to 200,000,000 (the " Share Increase ") by filing a Certificate of Amendment to the Company's Amended and Restated Articles of Incorporation with the Nevada Secretary of State (the " Share Increase Amendment "), effective at 11:00 a.m. Eastern Time. On December 13, 2024, the Company completed the Merger, and effective at 11:00 a.m. Eastern Time, the Company changed its name to "Palvella Therapeutics, Inc." (the " Name Change ") pursuant to a Certificate of Amendment to the Company's Amended and Restated Articles of Incorporation with the Nevada Secretary of State (the " Name Change Amendment "). Following the completion of the Merger, the business conducted by the Company became primarily the business conducted by Former Palvella, which is a is a 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 U.S. Food and Drug Administration approved therapies. At the effective time of the Merger (the " Effective Time "), the Company issued an aggregate of approximately 6,787,415 shares of its common stock to Former Palvella stockholders, based on an exchange ratio (the " Exchange Ratio ") of approximately 0.309469242 shares of Company's common stock for each share of Former Palvella capital stock (but exclu

Risk Factors

Risk Factors The risk factors related to the Company's business and operations, the ownership of the Company's securities and the Merger are described in the Proxy Statement in the section titled " Risk Factors " beginning on page 25, which is incorporated herein by reference. Financial Information The audited financial statements of the Company, prior to the Merger, as of and for the years ended December 31, 2023 and 2022 are included in the Proxy Statement beginning on page F-21 and are incorporated herein by reference. The unaudited condensed financial statements as of and for the three and nine months ended September 30, 2024 and 2023 for the Company are included in the Quarterly Report on Form 10-Q filed with the SEC on November 13, 2024, and are incorporated herein by reference. The audited financial statements of Former Palvella as of and for the years ended December 31, 2023 and 2022 are included in the Proxy Statement beginning on page F-70 and are incorporated herein by reference. The unaudited condensed financial statements of Former Palvella as of September 30, 2024 and 2023 and for the three and nine months ended September 30, 2024 and 2023 are included in Exhibit 99.3 to this Current Report on Form 8-K, and are incorporated herein by reference. The unaudited pro forma condensed combined financial information of the Company, as of and for the nine months ended September 30, 2024 and as of and for the year ended December 31, 2023 are set forth in Exhibit 99.4 to this Current Report on Form 8-K are incorporated herein by reference. Management ' s Discussion and Analysis of Financial Condition and Results of Operations Reference is made to the disclosure contained in the Proxy Statement in the sections titled " Palvella Management ' s Discussion and Analysis of Financial Condition and Results of Operations " beginning on page 271 and " Pieris Management ' s Discussion and Analysis of Results of Financial Condition and Results of Operations " begi

Quantitative and Qualitative Disclosures about Market Risk

Quantitative and Qualitative Disclosures about Market Risk The Company is a smaller reporting company as defined by Item 10 of Regulation S-K and is not required to provide the information otherwise required under this item.

Properties

Properties The Company's properties are described in the Proxy Statement in the section titled " Palvella ' s Business — Facilities " beginning on page 259, which is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management The following table sets forth certain information regarding beneficial ownership of the Company on the Closing Date immediately after consummation of the Merger and the PIPE Financing for: each person known by us to be the beneficial owner of more than 5% of the Company's outstanding common stock immediately following the consummation of the Merger and the PIPE Financing; each of the Company's executive officer and directors; and all of the Company's executive officers and directors as a group after the consummation of the Merger and the PIPE Financing. Beneficial ownership is determined in accordance with the rules of the SEC, and thus it represents sole or shared voting or investment power with respect to the Company's securities. Unless otherwise indicated below, to the Company's knowledge, the persons and entities named in the table below have sole voting and sole investment power with respect to all shares that they beneficially owned, subject to community property laws where applicable. The information does not necessarily indicate beneficial ownership for any other purpose, including for purposes of Sections 13(d) and 13(g) of the Exchange Act. The percentage of beneficial ownership is calculated based on 11,221,307 shares of common stock outstanding upon consummation of the Merger and the closing of the PIPE Financing. The number of shares beneficially owned includes shares of common stock that each person has the right to acquire within 60 days of the Closing Date, including upon the exercise of stock options. These stock options shall be deemed to be outstanding for the purpose of computing the percentage of outstanding shares of the Company owned by such person but shall not be deemed to be outstanding for the purpose of computing the percentage of outstanding shares of the combined organization's common stock expected to be owned by any other person. The table below assumes that, bas

View Full Filing

View this 8-K filing on SEC EDGAR