Palvella Therapeutics Files S-1/A for Stock Registration

TL;DR

Palvella (fka Pieris) filing S-1/A to sell 20.6M shares. IPO incoming?

AI Summary

Palvella Therapeutics, Inc. (formerly Pieris Pharmaceuticals, Inc.) filed an S-1/A on January 14, 2025, to register 20,655,895 shares of common stock. The company, incorporated in Nevada, is based in Wayne, PA, and operates in the pharmaceutical preparations sector. This filing follows a name change from Pieris Pharmaceuticals, Inc. on December 13, 2024.

Why It Matters

This S-1/A filing indicates Palvella Therapeutics is preparing to offer its shares to the public, which could lead to increased liquidity and investment opportunities for the company.

Risk Assessment

Risk Level: medium — As a newly public entity or one undergoing significant restructuring (indicated by name change and S-1 filing), Palvella Therapeutics faces inherent risks associated with market reception and operational execution.

Key Numbers

• 20,655,895 — Shares Registered (This is the total number of shares of common stock Palvella Therapeutics is registering for potential sale.)
• 20250114 — Filing Date (The date Palvella Therapeutics filed this S-1/A amendment with the SEC.)
• NV — State of Incorporation (Indicates the legal jurisdiction where Palvella Therapeutics is incorporated.)

Key Players & Entities

• Palvella Therapeutics, Inc. (company) — Filer of the S-1/A
• Pieris Pharmaceuticals, Inc. (company) — Former name of Palvella Therapeutics, Inc.
• 20,655,895 (dollar_amount) — Number of shares of common stock to be registered
• January 14, 2025 (date) — Filing date of the S-1/A
• December 13, 2024 (date) — Date of name change from Pieris Pharmaceuticals, Inc.

FAQ

Key Financial Figures

• $13.9965 — mon stock at a price per share equal to $13.9965 (the "Purchase Price"), and/or in lieu
• $0.001 — rrant equal to the Purchase Price minus $0.001 (the "PIPE Financing"). The gross proce
• $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
• $13.97 — closing price for our common stock, was $13.97 per share. See the section entitled "

Filing Documents

• pirs20250108c_s1a.htm (S-1/A) — 5389KB
• ex_763741.htm (EX-23.1) — 2KB
• ex_763742.htm (EX-23.2) — 2KB
• palvellalogo.jpg (GRAPHIC) — 13KB
• pirs20241220_s1img002.jpg (GRAPHIC) — 9KB
• pirs20241220_s1img003.jpg (GRAPHIC) — 16KB
• pirs20241220_s1img004.jpg (GRAPHIC) — 14KB
• pirs20241220_s1img005.jpg (GRAPHIC) — 14KB
• pirs20241220_s1img006.jpg (GRAPHIC) — 27KB
• pirs20241220_s1img007.jpg (GRAPHIC) — 49KB
• pirs20241220_s1img008.jpg (GRAPHIC) — 55KB
• pirs20241220_s1img009.jpg (GRAPHIC) — 23KB
• pirs20241220_s1img010.jpg (GRAPHIC) — 10KB
• pirs20241220_s1img011.jpg (GRAPHIC) — 31KB
• pirs20241220_s1img012.jpg (GRAPHIC) — 28KB
• pirs20241220_s1img013.jpg (GRAPHIC) — 11KB
• 0001437749-25-001017.txt ( ) — 14875KB
• pvla-20240930.xsd (EX-101.SCH) — 85KB
• pvla-20240930_cal.xml (EX-101.CAL) — 61KB
• pvla-20240930_def.xml (EX-101.DEF) — 619KB
• pvla-20240930_lab.xml (EX-101.LAB) — 349KB
• pvla-20240930_pre.xml (EX-101.PRE) — 671KB
• pirs20250108c_s1a_htm.xml (XML) — 1549KB

USE OF PROCEEDS

USE OF PROCEEDS 60 MARKET INFORMATION FOR COMMON STOCK AND DIVIDEND POLICY 61 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION 62

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 73

BUSINESS

BUSINESS 89 MANAGEMENT 126 EXECUTIVE AND DIRECTOR COMPENSATION 133 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 149 PRINCIPAL SECURITYHOLDERS 154 SELLING SECURITYHOLDERS 157

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 161 MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS 164 PLAN OF DISTRIBUTION 170 LEGAL MATTERS 172 EXPERTS 172 WHERE YOU CAN FIND MORE INFORMATION 173 INDEX TO FINANCIAL STATEMENTS 173 You should rely only on the information provided in this prospectus, as well as the information incorporated by reference to exhibits to the registration statement of which this prospectus forms a part and any applicable prospectus supplement or amendment. Neither we nor the selling stockholders have authorized anyone to provide you with different information. Neither we nor the selling stockholders are making an offer of these securities in any jurisdiction where the offer is not permitted. You should not assume that the information in this prospectus or any applicable prospectus supplement is accurate as of any date other than the date of the applicable document. Since the date of this prospectus and the documents filed as exhibits to the registration statement of which this prospectus forms a part, our business, financial condition, results of operations and prospects may have changed. Table of Contents ABOUT THIS PROSPECTUS This prospectus relates to the resale by the selling stockholders identified in this prospectus under the caption " Selling Stockholders ," from time to time, of up to an aggregate of 5,634,504 shares of common stock, which includes 2,466,456 shares of common stock issuable upon the exercise of the Pre-Funded Warrants. We are not selling any of the Resale Shares under this prospectus, and we will not receive any proceeds from the sale of the Resale Shares offered hereby by the selling stockholders. Upon any exercise of the Pre-Funded Warrants by payment of cash, however, we will receive the nominal cash exercise price paid by the holders of the Pre-Funded Warrants Neither we, nor the selling stockholders, have authorized anyone to give any information or to make any representation other th

Forward-looking statements contained in this prospectus include, but are not limited to, statements about

Forward-looking statements contained in this prospectus include, but are not limited to, statements about: the strategies, prospects, plans, expectations and objectives of management of our future operations; the expected benefits of and potential value created by the Merger (as defined herein) for the stockholders of the Company; the potential of, and expectations regarding, our programs, including QTORIN rapamycin, and its research-stage opportunities, including its expected therapeutic potential and market opportunity the expected timing of initiating, as well as the design of, our Phase 2 clinical trial of QTORIN rapamycin in cutaneous vascular malformation the need to hire additional personnel and our ability to attract and retain such personnel; the ability to protect and enhance our products and intellectual property, including the extensions of existing patent terms where available, the validity of intellectual property rights held by third parties, and our ability not to infringe, misappropriate or otherwise violate any third-party intellectual property rights; developments and projections relating to our competitors or industry; our estimates regarding expenses, future revenue, capital requirements and needs for additional financing; our financial performance; expectations concerning our relationships and actions with third parties, including any license and collaborations with such third parties; future regulatory, judicial and legislative changes in our industry in the United States, Europe, and other jurisdictions; the ability of our clinical trials to demonstrate safety and efficacy of our product candidates, and other positive results; our ability to utilize our proprietary drug discovery platform to develop a pipeline of product candidates to address unmet needs in rare skin disease indications; the outcome of clinical trials of our product candidates, including the ability of those trials to satisfy relevant governmental or regulatory

View Full Filing

View this S-1/A filing on SEC EDGAR