M&A - PIERIS PHARMACEUTICALS, INC.

Form Type: 10-K

Filing Date: 2025-03-31

Corporate Action: Merger

Type: New

Accession Number: 000095017025047212

Filing Summary: Palvella Therapeutics, Inc. underwent a significant corporate change through a merger with Legacy Palvella, a Delaware corporation, as of December 13, 2024. This merger was executed under an Agreement and Plan of Merger dated July 23, 2024. Following the merger, Palvella Therapeutics is considered a wholly owned subsidiary of the newly formed entity, retaining its identity while transitioning from its previous identity as Pieris Pharmaceuticals, Inc. Additionally, the financial details reveal that the aggregate market value of the common equity held by non-affiliates was approximately $9.2 million as of June 28, 2024. As of March 25, 2025, the total number of outstanding shares of common stock was 11,018,747. The document outlines the ongoing risks faced by the company, including the need for continuous funding, the complexity of market challenges due to the nature of their product candidates, notably QTORIN rapamycin, and uncertainties surrounding FDA approvals.

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Form Type: S-1/A

Filing Date: 2025-01-14

Corporate Action: Merger

Type: Update

Accession Number: 000143774925001017

Filing Summary: On December 13, 2024, Palvella Therapeutics, Inc. completed a merger with Legacy Palvella, formerly Pieris Pharmaceuticals, Inc. As a result, Legacy Palvella became a wholly owned subsidiary of the newly named Palvella Therapeutics, Inc. The merger involved a conversion of Legacy Palvella's outstanding shares, with approximately 6,787,415 shares of Palvella common stock issued to Legacy Palvella stockholders based on an exchange ratio of 0.309469242 shares for each share of Legacy Palvella capital stock. This effectively increased the total shares of Palvella to approximately 8,316,929 shares outstanding post-merger. Additionally, the company entered into a securities purchase agreement with stockholders resulting in gross proceeds of approximately $78.9 million from a PIPE financing, which combined cash purchases and conversions of convertible promissory notes. The company is also committed to filing a resale registration statement within 30 days following the closing of the PIPE financing for the benefit of the selling stockholders with registration rights.

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