As filed with the Securities and Exchange Commission on August 9, 2018
No. 333- _______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMS-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PIERIS PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Nevada | ||
(State or other jurisdiction of | (IRS Employer Identification No.) |
255 State Street, 9
th FloorBoston, MA 02109
United States
1-857-246-8998
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Ahmed S. Yoder
General Counsel
255 State Street, 9
th FloorBoston, MA 02109
(857)246-9889
(Name, address, including zip code, and telephone number, including, area code, of agent for service)
With copies to:
William C. Hicks, Esq.
Marc D. Mantell, Esq.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, Massachusetts 02111
(617)(617) 542-6000
Approximate date of commencement of proposed sale to the public:
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box:
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” andfiler,” “smaller reporting company” and “emerging growth company” in Rule12b-2 of the Exchange Act. (Check one).
Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
Non-accelerated filer | ☐ | |||||
Smaller reporting company | ☒ | |||||
Emerging | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act.
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered | Amount to be Registered | Proposed Maximum Offering Price per Unit | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee (1) | |
Common Stock, $0.001 par value | (2) | (3) | (3) | — | |
Preferred Stock, $0.001 par value | (2) | (3) | (3) | — | |
Debt Securities | (2) | (3) | (3) | — | |
Warrants | (2) | (3) | (3) | — | |
Rights | (2) | (3) | (3) | — | |
Purchase Contracts | (2) | (3) | (3) | — | |
Units | (2) | (3) | (3) | — | |
Total | (2) | $150,600,000(4) | $18,749.70(4) |
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Title of each Class of Securities to be Registered | Amount to be Registered (1) | Proposed Maximum Offering Price Per Share | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee | ||||
Common Stock, $0.001 par value per share | 18,029,920 | $3.91(2) | $70,496,987.20 | $9,150.51 | ||||
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(1) |
Pursuant to Rule 416 under the Securities Act of 1933, as amended |
(2) | |
In accordance with |
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
The information in this prospectus is not complete and may be changed. WeThe selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED AUGUST 9, 2018
PROSPECTUS
18,029,920 Shares of Common Stock
The selling stockholders of Pieris Pharmaceuticals, Inc. (“Pieris,” “we,” “us” or prior to the time of the offering, up to $200,000,000 of any combination of the securities described“Company”) identified in this prospectus, either individuallyincluding their pledgees, donees, transferees, assigns or other successors in units. Weinterest, may also offer and resell under this prospectus up to 18,029,920 shares of common stock, or preferred stockpar value $0.001 per share, of the Company (the “Common Stock”). The number of shares offered for sale by the selling stockholders consists of (i) 5,492,960 shares of Common Stock (the “Common Shares”) presently issued and outstanding, (ii) 3,522,000 shares of Common Stock (the “Underlying Shares”) issuable upon the conversion of or exchange for debt securities; common stock upon conversion3,522 shares of or exchange for the preferred stock; common stock, preferred stock or debt securitiesCompany’s Series C Convertible Preferred Stock, par value $0.001 per share (the “Preferred Shares”), and (iii) 9,014,960 shares of Common Stock issuable upon the exercise of warrants (the “2019 PIPE Warrants”) to purchase Common Stock (the “Warrant Shares”, and together with the Underlying Shares and the Common Shares, the “Shares”). The Common Shares, the Preferred Shares and the 2019 PIPE Warrants were sold to the selling stockholders, each of which is an accredited investor, in a private placement transaction that closed on November 6, 2019 (the “2019 PIPE”).
We are registering the resale of the Shares covered by this prospectus as required by the registration rights or performanceagreement we entered into with the selling stockholders on November 2, 2019 (the “2019 PIPE Registration Rights Agreement”). The selling stockholders will receive all of purchase contracts; orthe proceeds from any combinationsales of these securities upon the performanceShares offered hereby. We will not receive any of purchase contracts.
The selling stockholders may sell the Shares through public or continuous basis to or through one or more underwriters, dealers or agents, or directly to investors, in amounts,private transactions at market prices and on terms to be determined by market conditions and other factorsprevailing at the time of sale or at negotiated prices. The timing and amount of any sale are within the offering.sole discretion of the selling stockholders. The selling stockholders may sell any, all or none of the securities offered by this prospectus and we do not know when or in what amount the selling stockholders may sell their shares of Common Stock hereunder following the effective date of this registration statement. Our registration of the Shares covered by this prospectus does not mean that the selling stockholders will offer or sell any of the Shares. For additionalfurther information onregarding the possible methods of sale, you should refer toby which the section entitledShares may be distributed, see “Plan of Distribution” in this prospectus and in the applicable prospectus supplement. If any underwriters or agents are involved in the sale of our securities with respect to which this prospectus is being delivered, the names of such underwriters or agents and any applicable fees, commissions or discounts and over-allotment options will be set forth in a prospectus supplement. The price to the public of such securities and the net proceeds that we expect to receive from such sale will also be set forth in a prospectus supplement. You should read this prospectus and any prospectus supplement, as well as any documents incorporated by reference into this prospectus or any prospectus supplement, carefully before you invest.
Our common stock is listed on theThe Nasdaq Capital Market under the symbol “PIRS”. On August 8, 2018,December 3, 2019, the last reported sale price for our common stock was $5.30$3.90 per share. We will provide information in the related prospectus supplement for the trading market, if any, for any other securities that may be offered. Prospective purchasers of our securities are urged to obtain current information as to the market prices of our securities, where applicable.
Investing in our securitiescommon stock involves a high degree of risk. Before making any investment in any of our securities, you should read andPlease consider carefully consider the risks described in this prospectus under “Risk Factors”“Risk Factors” beginning on page [6]5 of this prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
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ABOUT THIS PROSPECTUS
This Prospectus
This prospectus does not contain all of the information included in the registration statement. For a more complete understanding of the offering of the securities,Shares, you should refer to the registration statement including itsthe exhibits. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. The prospectus supplement may also add, updateCopies of some of the documents referred to herein have been filed, will be filed or change information contained orwill be incorporated by reference in this prospectus. However, no prospectus supplement will offer a security that is not registered and described inas exhibits to the registration statement of which this prospectus at the timeis a part, and you may obtain copies of its effectiveness. This prospectus, together with the applicable prospectus supplements and thethose documents incorporated by reference into this prospectus, includes all material information relating to the offering of securities under this prospectus. You should carefully read this prospectus, the applicable prospectus supplement, the information and documents incorporated herein by reference and the additional informationas described below under the heading “Where You Can Find More Information” before making an investment decision.
We and the selling stockholders have not authorized anyone to give any information or to make any representation to you other than those contained or incorporated by reference in this prospectus. You must not rely upon any information or representation not contained or incorporated by reference in this prospectus. This prospectus does not constitute an offer to sell or the solicitation of an offer to buy any of our shares of Common Stock other than the Shares covered hereby, nor does this prospectus constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about, and to observe, any restrictions as to the offering and the distribution of this prospectus applicable to those jurisdictions.
This prospectus, including the documents incorporated by reference herein, include statements that are based on various assumptions and estimates that are subject to numerous known and unknown risks and uncertainties. Some of these risks and uncertainties are described in the section entitled “Risk Factors” beginning on page 5 of this prospectus and described in described in Part I, Item 1A (Risk Factors) of our most recent Annual Report onForm 10-K for the fiscal year ended December 31, 2018, or our Annual Report, as well as the other documents that we file with the most recent date will control.
As used in this prospectus, unless the context indicates or otherwise requires, “our Company”, “the Company”, “Pieris”, “we”,references in this prospectus to “Pieris,” the “Company,” “we,” “us”, and “our” refer to Pieris Pharmaceuticals, Inc., a Nevada corporation, and itsour consolidated subsidiary, Pieris Pharmaceuticals GmbH (formerly known as Pieris AG), a company organized under the laws of Germany, Pieris Australia Pty Ltd., a company organized under the laws of Australia that is a consolidated subsidiary of Pieris Pharmaceuticals GmbH, and Pieris Securities Corporation, a Massachusetts securities corporation, a consolidated subsidiary of Pieris Pharmaceuticals, Inc.
We have registered trademarks for Pieris
® and Anticalin®. All other trademarks, trade names and service marks included in this prospectus are the property of their respective owners. Use or display by us of other parties’ trademarks, trade dress or products is not intended to and does not imply a relationship with, or endorsements or sponsorship of, us by the trademark or trade dress owner.The following is a summary of what we believe to be the most important aspects of our business and the offering of our securities under this prospectus. We urge you to read this entire prospectus, including the more detailed consolidated financial statements, notes to the consolidated financial statements and other information incorporated by reference from our other filings with the SEC or included in any applicable prospectus supplement.SEC. Investing in our securities involves risks. Therefore, carefully consider the risk factors set forth in anythis prospectus supplements and in our most recent annual and quarterly filings with the SEC, as well as other information in this prospectus and any prospectus supplements and the documents incorporated by reference herein, or therein, before purchasing our securities. Each of the risk factors could adversely affect our business, operating results and financial condition, as well as adversely affect the value of an investment in our securities.
About Pieris Pharmaceuticals, Inc.
We are a clinical-stage biotechnology company that discovers and develops Anticalin-based drugs to target validated disease pathways in unique and transformative ways. Our clinical pipeline includes an inhaledIL-4Rα antagonist to treat uncontrolled asthma,PRS-060, and an immuno-oncology (IO) bispecific targeting4-1BB and HER2, and 4-1BB, an inhaled IL-4 receptor alpha targeting Anticalin proteinPRS-343. Proprietary to treat asthma, and a half-life-optimized hepcidin targeting Anticalin protein to treat anemia. Our proprietaryus, Anticalin proteins are a novel class of therapeutics validated in the clinic and bythrough partnerships with leading pharmaceutical companies.
Anticalin proteins are low molecular-weight therapeutic proteins derived from lipocalins, which are naturally occurring proteins typically found in human blood plasma and other bodily fluids. Anticalin proteins function similarly to monoclonal antibodies or mAbs, by binding tightly and specifically to a diverse range of targets. An antibody is a large protein used by the immune system that recognizes a unique part of a foreign target molecule, called an antigen. We believe Anticalin proteins possess numerous advantages over antibodies in certain applications. For example, Anticalin proteins are relatively small in size and are monomeric, meaning they are comprised of a single polypeptide units rather than a multi-polypeptide protein complex. Therefore, we believe Anticalin proteins are generally more stable biophysically than tetrameric monoclonal antibodies, which are composed of four polypeptide subunits.chains. The greater biophysical stability and small size of Anticalin proteins as compared to antibodies potentially enablesenable unique routes of Anticalin protein drug administration such as pulmonaryinhaled delivery. Higher-molecular-weight entities, such as antibodies, are often too large to be delivered effectively through these methods. In addition, Anticalin proteins are monovalent in structure, which means they bind to a single cell surface receptor, which may avoid the risk of cross-linking of cell surface receptors where such receptors are a therapeutic target. While our basic Anticalin proteins have only a single binding site and are not subject to such cross-linking, theOur Anticalin technology is also modular, which allows us to design Anticalin protein constructsmultimeric Anticalin-basedbi- and multi- specific proteins to bind with specificity to multipletwo or more targets at the same time. This multispecificity offers advantages in biological settings where binding to multiple targets can enhance the ability of a drug to achieve its desired effects, such as facilitating the killing of cancer cells. Moreover, unlike antibodies, the pharmacokinetic, or PK, profile of Anticalin proteins can be adjusted to potentially enable program-specific optimal drug exposure. Moreover, no immunogenicity has been observed to date with Anticalin proteins. Such differentiating characteristics suggest that Anticalin proteins have the potential, in certain cases, to become first-in-classbest-in-class drugs.
We have intellectual property rights directed to various aspects of our Anticalin technology platform, allowing for further development and advancement of both our platform and drug candidates. We believe that our ownership or exclusive license of intellectual property related to the Anticalin platform provides us with a strong intellectual property position. We also believe that the drug-like properties of the Anticalin drug class wereproteins have been demonstrated in various clinical trials with different Anticalin-based drug candidates, including PRS-080candidates.
Our core Anticalin technology and others.
In connection with our efforts to develop multispecific Anticalin-antibody fusion proteins designed to engage immunomodulatory targets, we have discoverygainednon-exclusive access to antibody-related intellectual property that can be utilized to develop multispecific therapies.
Corporate History and preclinical collaboration and service agreements with both academic institutions and private firms across the globe, though Pieris Pharmaceuticals, Inc. or its wholly-owned affiliates, Pieris Pharmaceuticals GmbH and Pieris Australia Pty Ltd.
Pieris Pharmaceuticals, Inc. was incorporated under the laws ofin the State of Nevada onin May 24, 2013 withunder the name “Marika Inc.” and we changed our name to Pieris Pharmaceuticals, Inc. on December 16, 2014. Pieris Pharmaceuticals, Inc. began operating the business of Pieris Pharmaceuticals GmbH, or Pieris GmbH, through a reverse acquisition on December 17, 2014. Pieris GmbH (formerly Pieris AG, a German company whichthat was founded in 2001) continues as an operating subsidiary of the Company.Pieris Pharmaceuticals, Inc.; Pieris Pharmaceuticals, Inc. is the sole stockholdershareholder of Pieris GmbH with itsGmbH.
Pieris Pharmaceuticals, Inc.’s corporate headquarters are located at 255 State Street, 9th Floor, Boston, Massachusetts 02109. The research facilities of Pieris GmbH are located in Freising, Germany. In early 2020, we anticipate that the research facilities of Pieris GmbH will be relocated to Hallbergmoos, Germany. Pieris Australia Pty Ltd., a wholly ownedwholly-owned subsidiary of Pieris GmbH, was formed onin February 14, 2014 to conduct research and development activities in Australia. Pieris Pharmaceuticals Securities Corporation, a wholly ownedwholly-owned subsidiary of Pieris Pharmaceuticals, Inc. was formed onin December 14, 2016 to buy, sell, deal in, or hold securities on its own behalf and not as a broker, and will engage in its activities exclusively for investment purposes.
Our corporate website address iswww.pieris.com. The information on our last fiscal year, we qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act, or JOBS Act, enacted in April 2012. An emerging growth company may take advantage of reduced reporting requirements that are otherwise applicable to public companies. These provisions include, but arewebsite is not limited to:
This prospectus relates to the resale from time to time by the selling stockholders identified herein of up to 18,029,920 shares of our Common Stock. We are set forthnot offering any shares for sale under the registration statement of which this prospectus is a part.
Common stock offered by the selling stockholders hereunder: | 18,029,920 (including 3,522,000 of the Underlying Shares and 9,014,960 of the Warrant Shares) | |
Common stock to be outstanding after this offering: | 67,512,626 (assuming the 3,522 Preferred Shares are converted in full, and the 9,014,960 2019 PIPE Warrants are exercised in full) | |
Use of proceeds: | We will not receive any proceeds from the sale of Common Stock offered by the selling stockholders under this prospectus. We may receive up to approximately $64,006,216 in aggregate gross proceeds from cash exercises of the 2019 PIPE Warrants, based on the per share exercise price of the 2019 PIPE Warrants, in the event any of the 2019 PIPE Warrants are exercised on a cash basis. Any proceeds we receive from the exercise of the 2019 PIPE Warrants will be used for advancement of our proprietary and partnered drug candidates and may be used in particular to facilitate Pieris’ potentialopt-into theco-development ofPRS-060/AZD1402 in the event of positive Phase 2a data. Any proceeds we receive from the exercise of the 2019 PIPE Warrants may also be used for working capital and general corporate purposes. | |
Offering price: | The selling stockholders may sell all or a portion of their Shares through public or private transactions at prevailing market prices or at privately negotiated prices. | |
Risk factors: | Investing in our securities involves a high degree of risk and purchasers may lose their entire investment. See the disclosure under the heading “Risk Factors” on page 5 of this prospectus. | |
Nasdaq Capital Market symbol: | PIRS |
The number of shares of Common Stock to be outstanding after this offering, unless otherwise indicated, the information in this prospectus is based on an aggregate of 49,392,706 shares of Common Stock outstanding as of September 30, 2019 and excludes:
2,907,000 shares of Common Stock issuable upon the conversion of shares of Series A Convertible Preferred Stock outstanding as of September 30, 2019;
5,000,000 shares of Common Stock issuable upon the conversion of shares of Series B Convertible Preferred Stock outstanding as of September 30, 2019;
3,522,000 shares of Common Stock issuable upon the conversion of shares of Series C Convertible Preferred Stock that were issued on November 6, 2019;
3,720,862 shares of Common Stock issuable upon the exercise of warrants outstanding as of September 30, 2019, at a weighted average exercise price of $2.31 per share;
9,014,960 shares of Common Stock issuable upon the exercise of warrants issued on November 6, 2019, at a weighted average exercise price of $7.10 per share;
3,009,999 shares of Common Stock issuable upon the exercise of outstanding stock options as of September 30, 2019 issued pursuant to our 2014 employee, director, and consultant equity incentive plan, or offerthe 2014 Plan, at a security that is not registeredweighted average exercise price of $1.90 per share;
3,301,061 shares of Common Stock issuable upon the exercise of outstanding stock options as of September 30, 2019 issued pursuant to our 2016 employee, director, and describedconsultant equity incentive plan, or the 2016 Plan, at a weighted average exercise price of $5.37 per share;
2,295,384 shares of Common Stock issuable upon the exercise of outstanding stock options as of September 30, 2019 issued pursuant to our 2018 employee, director, and consultant equity incentive plan, or the 2018 Plan, at a weighted average exercise price of $3.23 per share;
51,800 shares of Common Stock issuable upon the exercise of outstanding stock options as of September 30, 2019 issued pursuant to our 2019 employee, director, and consultant equity incentive plan, or the 2019 Plan, at a weighted average exercise price of $5.47 per share;
2,805,412 shares of Common Stock reserved for future issuance under the 2019 Plan and 442,127 shares available for sale under the 2018 Employee Stock Purchase Plan, or 2018 ESPP, each, as of September 30, 2019; and
1,425,000 shares of Common Stock issuable upon the exercise of outstanding stock options as of September 30, 2019 issued to certain employees as inducement awards upon their entering into employment with the company, at a weighted average exercise price of $4.46 per share.
Unless otherwise indicated, all information in this prospectus atassumes no conversion of the timeSeries A Convertible Preferred Stock, Series B Convertible Preferred Stock, or Series C Convertible Preferred Stock, no exercise of its effectiveness.
Investing in our securitiesCommon Stock involves significanta high degree of risk. The prospectus supplement applicable to each offering of our securities may contain a discussion of the risks applicable to an investment in Pieris. Prior to making a decision about investing in our securities, youYou should carefully consider the specific factors discussed under the heading “Risk Factors” in the applicable prospectus supplement, together withrisks and uncertainties and all of the other information, containeddocuments or incorporated by reference in the prospectus supplement or appearingreports included or incorporated by reference in this prospectus. You should also considerprospectus and, if applicable, any prospectus supplement or other offering materials, including the risks uncertainties and assumptionsuncertainties discussed under the headingItem 1A, “Risk Factors” includedFactors,” in our most recent annual reportAnnual Report on Form10-K for the fiscal year ended December 31, 2018 filed with the SEC on March 18, 2019, as revised or supplementedupdated by our subsequent quarterly reports on Form 10-Q or our current reports on Form 8-K on filefilings with the SEC allunder the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are incorporated herein by reference, in this prospectus, and which may be amended, supplemented or supersededany updates to those risk factors included from time to time by otherin our periodic and current reports we filefiled with the SEC and incorporated by reference in the future. The risks and uncertainties we have described are not the only ones we face. Additional risks and uncertainties not presently knownthis prospectus, before making any decision to us or that we currently deem immaterial may also affectinvest in shares of our operations. The occurrence ofCommon Stock. If any of the events discussed in these risks might causerisk factors occurs, our business, prospects, results of operations, financial condition and cash flows could be materially harmed. If that were to happen, the trading price of our Common Stock could decline, and you tocould lose all or part of your investment in the offered securities.investment. Additional risks not currently known to us or other factors not perceived by us to present significant risks to our business at this time also may impair our business operations.
This prospectus and the documents we have filed with the SEC that are incorporated by reference Although we believe that we have a reasonable basis for each forward-looking statement contained in this prospectus and the documents that we the results of our research and development activities, including uncertainties relating to the discovery of potential drug candidates and the preclinical and ongoing or planned clinical testing of our drug candidates; the early stage of our drug candidates presently under development; our ability to obtain and, if obtained, maintain regulatory approval of our current drug candidates and any of our other future drug candidates; our need for substantial additional funds in order to continue our operations and the uncertainty of whether we will be able to obtain the funding we need; our future financial performance; our ability to retain or hire key scientific or management personnel; our ability to protect our intellectual property rights that are our dependence on third-party manufacturers, suppliers, research organizations, testing laboratories and other potential collaborators; the success of our collaborations with third parties; our ability to meet milestones; our ability to successfully market and sell our drug candidates in the future as needed; the size and growth of the potential markets for any of our approved drug candidates, and the rate and degree of market acceptance of any of our approved drug candidates; competition in our industry; regulatory developments in the United States and foreign countries; and the expected impact of new accounting standards. Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others, our ability to raise the additional funding we will need to continue to pursue our business and product development plans; the inherent uncertainties associated with developing new products or technologies and operating as a development stage company; our ability to develop, complete clinical trials for, obtain approvals for and commercialize any of our product candidates, including our ability to recruit and enroll patients in our studies; our ability to address the requests of the FDA; competition in the industry in which we operate; the timing and nature of data from the phase 2a study ofPRS-060/AZD1402; whether or not Pieris opts-intoco-development ofPRS-060/AZD1402; whether or not any of the warrants issued in the private placement will be exercised for cash; the use of any proceeds from any warrant exercise; and market conditions. You should refer to the section titled “Risk Factors” of this prospectus and in our other filings with the SEC, including our Annual Report on Form10-K for the year ended December 31, 2018, for further discussion of the important factors that may cause our actual results In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements as predictions of future events.RATIO OF EARNINGS TO FIXED CHARGESAny time debt securities are offered pursuant to this prospectus, we will provide a table setting forth our ratio of earnings to fixed charges on a historical basis in the applicable prospectus supplement, if required.in this prospectus include forward-looking statementscontain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act that involve substantial risks and uncertainties. In some cases, forward-looking statements are identified by the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “future,” “goals,” “intend,” “likely,” “may,” “might,” “ongoing,” “objective,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “strategy,” “will” and “would” or the negative of 1934, as amended, that relatethese terms, or other comparable terminology intended to future events or to our future operating or financial performance. Any forward-looking statement involvesidentify statements about the future. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differbe materially different from any future results, levels of activity, performance or achievementsthe information expressed or implied by suchthese forward-looking statement. Forward-looking statements include statements, other than statements of historical fact, about, among other things:the accuracy of our estimates regarding expenses, future revenues, uses of cash, capital requirements and the need for additional financing;the initiation, cost, timing, progress and results of our clinical trials, preclinical studies and development activities;the timing of and our ability to obtain and maintain regulatory approval of our existing product candidates, any product candidates that we may develop, and any related restrictions, limitations, and/or warnings in the label of any approved product candidates;our plans to research, develop and commercialize our current and future product candidates;our collaborators’ election to pursue research, development and commercialization activities;our ability to obtain future reimbursement and/or milestone payments from our collaborators;our ability to attract collaborators with development, regulatory and commercialization expertise;our ability to obtain and maintain intellectual property protection for our product candidates;the size and growth of the markets for our product candidates and our ability to serve those markets;the rate and degree of market acceptance of any future products;the success of competing drugs that are or become available;regulatory developments in the United States and other countries;the performance of our third-party suppliers and manufacturers and our ability to obtain alternative sources of raw materials;our ability to obtain additional financing;our use of the proceeds from our securities offerings;any restrictions on our ability to use our net operating loss carryforwards; andour ability to attract and retain key personnel.Words such as, but not limited to, “believe,” “expect,” “anticipate,” “estimate,” “forecast,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “targets,” “likely,” “will,” “would,” “could,” “should,” “continue,” “scheduled” and similar expressions or phrases, or the negative of those expressions or phrases, are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. statements.caution youhave filed with the SEC that theseare incorporated by reference, such statements are based on a combination of facts and factors currently known by us and our projectionsexpectations of the future, about which we cannot be certain. Forward-looking statements include statements about:subjectvaluable to knownour business, including patent and unknown risksother intellectual property rights;level of activity, performance or achievementsto differ materially from those expressed or implied by anyour forward-looking statement to differ. These risks, uncertainties and other factors are described ingreater detail under the caption “Risk Factors” in this prospectus, as updated and supplemented by the discussion of risks and uncertainties under “Risk Factors” contained in any supplements to this prospectus and in our most recent annual report on Form 10-K, as revised or supplemented by our subsequent quarterly reports on Form 10-Q or our current reports on Form 8-K, as well as any amendments thereto, as filed with the SEC and which are incorporated herein by reference. Also, these forward-looking statements represent our estimates and assumptions only as of the date of the document containing the applicable statement.statements. As a result of the risks and uncertainties, the results or events indicated bythese factors, we cannot assure that the forward-looking statements may not occur. We caution you not to place undue reliance on any forward-looking statement.You should readin this prospectus and the documents we have filed with the SEC that are incorporated by reference will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, these statements should not be regarded as representations or warranties by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
You should read this prospectus, the underlying prospectus, the documents that we have incorporated by reference herein and the documents we have filed as exhibits to the registration statement, completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of theour forward-looking statements in the foregoing documents by these cautionary statements. Unless required by law, we undertake no obligation to update or revise any forward-looking statements to reflect new information or future events or developments. Thus, you should not assume that our silence over time means that actual events are bearing out as expressed or implied in such forward- looking statements.
We will not receive any proceeds from the sale of the Shares offered pursuant to this prospectus. The selling stockholders will receive all of the proceeds from the sale of the Shares offered by this prospectus. For information about the selling stockholders, see the section titled “Selling Stockholders” included in this prospectus. The selling stockholders will pay any underwriting discounts and commissions and expenses incurred by the selling stockholders in disposing of the shares, except we have agreed to reimburse up to an aggregate of $25,000 of fees and expenses of counsel for the selling stockholders. We will bear all other costs, fees and expenses incurred in effecting the registration of the shares covered by this prospectus, including all registration and filing fees and fees and expenses of our counsel and accountants. We may receive up to approximately $64,006,216 in aggregate gross proceeds from cash exercises of the 2019 PIPE Warrants, based on the per share exercise price of the warrants, in the event any of the 2019 PIPE Warrants are exercised on a cash basis. Any proceeds we receive from the exercise of the warrants will be used for our proprietary and partnered drug candidates and may be used in particular to facilitate Pieris’ potentialopt-into theco-development ofPRS-060/AZD1402 in the event of positive Phase 2a data. Any proceeds we receive from the exercise of the 2019 PIPE Warrants may also be used for working capital and general corporate purposes.
This prospectus covers the resale from time to time by the selling stockholders identified in the table below, including their pledgees, donees, transferees, assigns or other successors in interest, of up to an aggregate 18,029,920 shares of our Common Stock, which includes (i) 5,492,960 issued and outstanding Common Shares, (ii) 3,522,000 Underlying Shares upon the conversion of 3,522 Preferred Shares and (iii) 9,014,960 shares of our Common Stock issuable upon exercise of the 2019 PIPE Warrants, all of which were issued in connection with the 2019 PIPE.
Pursuant to the 2019 PIPE Registration Rights Agreement, we have filed with the SEC the registration statement of which this prospectus forms a part in order to register such resales of our Common Stock under the Securities Act. We have also agreed to cause this registration statement to become effective and to keep such registration statement effective within and for the time periods set forth in the 2019 PIPE Registration Rights Agreement. Our failure to satisfy the filing or effectiveness deadlines set forth in the 2019 PIPE Registration Rights Agreement may subject us to payment of certain monetary penalties pursuant to the terms of the 2019 PIPE Registration Rights Agreement.
The selling stockholders identified in the table below may from time to time offer and sell under this prospectus any or all of the shares of Common Stock described under the column “Number of Shares of Common Stock Being Offered” in the table below. The table below has been prepared based upon information furnished to us by the selling stockholders as of the dates represented in the footnotes accompanying the table. The selling stockholders identified below may have sold, transferred or otherwise disposed of some or all of their shares since the date on which the information in the following table is presented in transactions exempt from or not subject to the registration requirements of the Securities Act. Information concerning the selling stockholders may change from time to time and, if necessary, we will amend or supplement this prospectus accordingly and as required.
The following table and footnote disclosure following the table sets forth the name of each selling stockholder, the nature of any position, office or other material relationship, if any, that the selling stockholders have had within the past three years with us or with any of our predecessors or affiliates, and the number of shares of our Common Stock beneficially owned by the selling stockholders before this offering. The number of shares reflected are those beneficially owned, as determined under applicable rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under applicable SEC rules, beneficial ownership includes any shares of Common Stock as to which a person has sole or shared voting power or investment power and any shares of Common Stock which the person has the right to acquire within 60 days after November 7, 2019 through the exercise of any option, warrant or right or through the conversion of any convertible security. Unless otherwise indicated in the footnotes to the table below and subject to community property laws where applicable, prospectus supplement, we intendbelieve, based on information furnished to use any net proceeds fromus that each of the saleselling stockholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned.
Unless otherwise indicated in the footnotes to the table below and subject to community property laws where applicable, we believe, based on information furnished to us that each of securities underthe selling stockholders named in this prospectus for our operationstable has sole voting and advancinginvestment power with respect to the development of Pieris’ programs and product candidates, including the advancement of clinical development of PRS-343, accelerating and expanding our pre-clinical pipeline in our key therapeutic areas of immuno-oncology and respiratory diseases, expanding our discovery operations and other general corporate purposes, including, but not limited to, working capital, intellectual property protection and enforcement, capital expenditures, repayment of any existing indebtedness, investments, acquisitions and collaborations. shares indicated as beneficially owned.
We have not determinedassumed that all shares of Common Stock reflected in the amounts we plan to spend on any oftable as being offered in the areas listed above or the timing of these expenditures. As a result, our management will have broad discretion to allocate the net proceeds, if any, we receive in connection with securities offered pursuant to this prospectus for any purpose. Pending application of the net proceeds as described above, we may initially invest the net proceeds in short-term, investment-grade, interest-bearing securities or apply them to the reduction of short-term indebtedness.
Shares of Common Stock Beneficially Owned Before this Offering | Number of Shares of Common Stock Being Offered | Shares of Common Stock To Be Beneficially Owned Upon Completion of this Offering | ||||||||||||||||||
Number | Percentage(2) | Number(3) | Percentage(2) (3) | |||||||||||||||||
Selling Stockholder(1) | ||||||||||||||||||||
Biotechnology Value Fund, L.P.(4) | 11,399,255 | 17.8 | % | 3,592,000 | 7,807,255 | 10.7 | % | |||||||||||||
Biotechnology Value Fund II, L.P.(5) | 9,127,674 | 14.8 | % | 2,890,000 | 6,237,674 | 8.7 | % | |||||||||||||
Biotechnology Value Trading Fund OS, L.P.(6) | 1,698,539 | 3.0 | % | 530,000 | 1,168,539 | 1.7 | % | |||||||||||||
MSI BVF SPV, L.L.C.(7) | 846,237 | 1.5 | % | 32,000 | 814,237 | 1.2 | % | |||||||||||||
EcoR1 Capital Fund Qualified LP(8) | 4,220,620 | 7.4 | % | 4,220,620 | — | — | ||||||||||||||
EcoR1 Capital Fund, LP(9) | 849,804 | 1.5 | % | 849,804 | — | — | ||||||||||||||
Aquilo Capital, L.P.(10) | 4,797,324 | 8.6 | % | 2,253,522 | 2,543,802 | 3.8 | % | |||||||||||||
Citadel Multi-Strategy Equities Master Fund Ltd.(11) | 2,253,522 | 4.0 | % | 2,253,522 | — | — | ||||||||||||||
Samsara BioCapital, L.P.(12) | 1,408,452 | 2.5 | % | 1,408,452 | — | — |
(1) | All information regarding investors in the 2019 PIPE is provided as of November 6, 2019. |
(2) | Percentage ownership is based on a denominator equal to the sum of (i) 54,975,666 shares of our Common Stock outstanding as of November 7, 2019 and (ii) the number of shares of Common Stock issuable upon exercise or conversion of convertible securities beneficially owned by the applicable selling stockholder. |
(3) | Assumes that all shares of Common Stock being registered under the registration statement of which this prospectus forms a part are sold in this offering, and that none of the selling stockholders acquire additional shares of our Common Stock after the date of this prospectus and prior to completion of this offering. |
(4) | Includes (i) 1,567,000 shares of our Common Stock issuable upon the conversion of 1,567 Series A Preferred Shares, (ii) 2,573,000 shares of our Common Stock issuable upon the conversion of 2,573 Series B Preferred Shares, (iii) 1,796,000 shares of Common Stock issuable upon the conversion of 1,796 Series C Preferred Shares, and (iv) warrants to purchase 3,078,200 shares of our Common Stock. The Series A, Series B, and Series C Preferred Shares held by the selling stockholder and warrants held by the selling stockholder may not be converted if, after such conversion, the selling stockholder and its affiliated entities would beneficially own, as determined in accordance with Section 13(d) of the Exchange Act, more than 9.99% of the number of shares of our Common Stock then issued and outstanding. BVF Partners, L.P., or Partners, is the general partner of the selling stockholder and along with BVF Inc., its general partner, may be deemed to beneficially own these shares. Mr. Mark N. Lampert, as a director and officer of BVF Inc., may also be deemed to beneficially own these securities. Each of Partners, BVF Inc. and Mr. Lampert disclaims beneficial ownership with respect to these securities, except to the extent of their pecuniary interests therein. |
(5) | Includes (i) 1,021,000 shares of our Common Stock issuable upon the conversion of 1,021 Series A Preferred Shares, (ii) 2,143,000 shares of our Common Stock issuable upon the conversion of 2,143 Series B Preferred Shares, (iii) 1,445,000 shares of Common Stock issuable upon the conversion of 1,445 Series C Preferred Shares, and (iv) warrants to purchase 2,285,600 shares of our Common Stock. The Series A, Series B, and Series C Preferred Shares held by the selling stockholder and warrants held by the selling stockholder may not be converted if, after such conversion, the selling stockholder and its affiliated entities would beneficially own, as determined in accordance with Section 13(d) of the Exchange Act, more than 9.99% of the number of shares of our Common Stock then issued and outstanding. Partners is the general partner of the selling stockholder and along with BVF Inc., its general partner, may be deemed to beneficially own these securities. Mr. Mark M. Lampert, as a director and officer of BVF Inc., may also be deemed to beneficially own these shares. Each of Partners, BVF Inc. and Mr. Lampert disclaims beneficial ownership with respect to these securities, except to the extent of their pecuniary interests therein. |
(6) | Includes (i) 319,000 shares of our Common Stock issuable upon the conversion of 319 Series A Preferred Shares, (ii) 284,000 shares of our Common Stock issuable upon the conversion of 284 Series B Preferred Shares, (iii) 265,000 shares of our Common Stock issuable upon the conversion of 265 Series C Preferred Shares, and (iv) warrants to purchase 516,400 shares of our Common Stock. The Series A, Series B, and Series C Preferred Shares held by the selling stockholder and warrants held by the selling stockholder may not be converted if, after such conversion, the selling stockholder and its affiliated entities would beneficially own, as determined in accordance with Section 13(d) of the Exchange Act, more than 9.99% of the number of shares of our Common Stock then issued and outstanding. BVF Partners OS Ltd., or Partners OS, is the general partner of the selling stockholder, and along with Partners, its sole member and the investment manager of the selling stockholder, and BVF Inc., the general partner of Partners, may be deemed to beneficially own these shares. Mr. Mark M. Lampert, as a director and officer of BVF Inc., may also be deemed to beneficially own these securities. Each of Partners OS, Partners, BVF Inc. and Mr. Lampert disclaims beneficial ownership with respect to these securities, except to the extent of their pecuniary interests therein. |
(7) | Includes (i) 16,000 shares of our Common Stock issuable upon the conversion of 16 Series C Preferred Shares and (ii) warrants to purchase 412,600 shares of our Common Stock. The Series C Preferred Shares held by the selling stockholder and warrants held by the selling stockholder may not be converted if, after such conversion, the selling stockholder and its affiliated entities would beneficially own, as determined in accordance with Section 13(d) of the Exchange Act, more than 9.99% of the number of shares of our Common Stock then issued and outstanding. Partners is the investment manager of the selling stockholder, and BVF Inc., the general partner of Partners, may be deemed to beneficially own these shares. Mr. Mark M. Lampert, as a director and officer of BVF Inc., may also be deemed to beneficially own these securities. Each of Partners, BVF Inc. and Mr. Lampert disclaims beneficial ownership with respect to these securities, except to the extent of their pecuniary interests therein. |
(8) | Includes: (i) 2,110,310 shares of our Common Stock, and (ii) warrants exercisable for 2,110,310 shares of our Common Stock (the “EcoR1 Qualified Warrants”). The EcoR1 Qualified Warrants may not be exercised if, after such exercise, EcoR1 Capital Fund Qualified, L.P. (“EcoR1 Qualified”) and its affiliated entities would beneficially own, as determined in accordance with Section 13(d) of the Exchange Act, more than 9.99% of the number of shares of our Common Stock then issued and outstanding. EcoR1 Qualified is managed by EcoR1 Capital, LLC, which is managed by Oleg Nodelman. The address of EcoR1 Qualified is 357 Tehama Street, #3, San Francisco, CA 94103. |
(9) | Includes: (i) 424,902 shares of our Common Stock and (ii) warrants exercisable for 424,902 shares of our Common Stock (the “EcoR1 Capital Warrants”). The EcoR1 Capital Warrants may not be exercised if, after such exercise, EcoR1 Capital Fund, L.P. (“EcoR1 Capital Fund”) and its affiliated entities would beneficially own, as determined in accordance with Section 13(d) of the Exchange Act, more than 9.99% of the number of shares of our Common Stock then issued and outstanding. EcoR1 Capital Fund is managed by EcoR1 Capital, LLC, which is managed by Oleg Nodelman. The address of EcoR1 Capital Fund is 357 Tehama Street, #3, San Francisco, CA 94103. |
(10) | Includes: (i) 3,670,563 shares of our Common Stock, including 1,126,761 shares of our Common Stock purchased in the 2019 PIPE, and (ii) warrants exercisable for 1,126,761 shares of our Common Stock (the “Aquilo Warrants”). The Aquilo Warrants may not be exercised if, after such exercise, Aquilo Capital, L.P. and its affiliated entities would beneficially own, as determined in accordance with Section 13(d) of the Exchange Act, more than 9.99% of the number of shares of our Common Stock then issued and outstanding. The address of Aquilo is c/o Aquilo Capital Management, LLC, One Letterman Drive, Suite D4900, San Francisco, CA 94129. |
(11) | Includes (i) 1,126,761 shares of our Common Stock and (ii) warrants exercisable for 1,126,761 shares of our Common Stock (the “Surveyor Warrants”). The Surveyor Warrants may not be exercised if, after such exercise, Citadel Multi-Strategy Equities Master Fund Ltd. (“Citadel”) and its affiliated entities would beneficially own, as determined in accordance with Section 13(d) of the Exchange Act, more than 9.99% of the number of shares of our Common Stock then issued and outstanding. Citadel Advisors LLC (“Citadel Advisors”), acts as the portfolio manager of Citadel. Citadel Advisors Holdings LP (“CAH”) is the sole member of Citadel Advisors. Citadel GP LLC (“CGP”) is the general partner of CAH. Mr. Kenneth Griffin is the President and Chief Executive Officer of CGP and owns a controlling interest in CGP and may be deemed to share voting and dispositive power over shares held by Citadel. The address for this entity is c/o Citadel Advisors LLC, 601 Lexington Avenue, New York, NY 10022. |
(12) | Includes (i) 704,226 shares of our Common Stock and (ii) warrants exercisable for 704,226 shares of our Common Stock (the “Samsara Warrants”). The Samsara Warrants may not be exercised if, after such exercise, Samsara BioCapital, L.P. (“Samsara”) and its affiliated entities would beneficially own, as determined in accordance with Section 13(d) of the Exchange Act, more than 9.99% of the number of shares of our Common Stock then issued and outstanding. Srinivas Akkaraju, MD, Ph.D. has sole voting and dispositive power with respect to the securities held by Samsara. The address of Samsara is 628 Middlefield Road, Palo Alto, CA 94301. |
We are registering the Common Shares, the Underlying Shares and the Warrant Shares issued to the selling stockholders to permit the resale of these shares of Common Stock by the holders of the shares of Common Stock and warrants from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of Common Stock. We will bear all fees and expenses incident to our obligation to register the shares of Common Stock.
The selling stockholders may sell all or a portion of the shares of Common Stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of Common Stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of Common Stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in theover-the-counter market or in transactions otherwise than on these exchanges or systems or in theover-the-counter market and in one or more transactions at fixed prices, related toat prevailing market prices at a fixed price orthe time of the sale, at varying prices subject to changedetermined at the time of sale, or at negotiated prices, by a variety of methods including the following:
ordinary brokerage transactions and transactions in which athe broker-dealer solicits purchasers;
block trades in which the broker-dealer will attempt to sell a block of securitiesthe shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
an exchange distribution in accordance with the rules of the applicable exchange;
privately negotiated transactions;
settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part;
broker-dealers may agree with the selling stockholders to onesell a specified number of such shares at a stipulated price per share;
through the writing or more purchasers;settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise;
a combination of any such methods of sale; and
any other method permitted pursuant to or through a market maker or into an existing trading market,applicable law.
The selling stockholders also may resell all or a securities exchange or otherwise; or
In connection with sales of the securitiesShares or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Shares in the course of hedging in positions they assume. The selling stockholders may also sell Shares short and if such short sale shall take place after the date that this Registration Statement is declared effective by the broker-dealer for its account pursuant to this prospectus;
The selling stockholders may, from time to time, pledge or grant a security interest in compliance with applicable law, underwriters, brokerssome or dealers may engage in transactions that stabilize or maintain the market priceall of the securities at levels above those that might otherwise prevail2019 PIPE Warrants or Shares owned by them and, if they default in the open market. Specifically, underwriters, brokersperformance of their secured obligations, the pledgees or dealerssecured parties may over-allotoffer and sell the shares of Common Stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of Common Stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.
The selling stockholders and any broker-dealer or agents participating in the distribution of the Shares may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with offerings, creating a short position in the securities for their own accounts. For the purpose of covering a syndicate short positionsuch sales. In such event, any commissions paid, or stabilizing the price of the securities, the underwriters, brokersany discounts or dealers may place bids for the securities or effect purchases of the securities in the open market. Finally, the underwriters may impose a penalty whereby selling concessions allowed to, syndicate membersany such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the applicable prospectus delivery requirements of the Securities Act including Rule 172 thereunder and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act andRule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act.
Each selling stockholder has informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of our Common Stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of Common Stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction.
Under the securities laws of some states, the Shares may be sold in such states only through registered or licensed brokers or dealersdealers. In addition, in some states the Shares may not be sold unless such shares have been registered or qualified for distributionsale in such state or an exemption from registration or qualification is available and is complied with.
There can be no assurance that any selling stockholder will sell any or all of the securities in offerings may be reclaimed byShares registered pursuant to the syndicate if the syndicate repurchases previously distributed securities in transactions to cover short positions, in stabilization transactions or otherwise. These activities may stabilize, maintain or otherwise affect the market price of the securities, which may be higher than the price that might otherwise prevail in the open market, and, if commenced, may be discontinued at any time.
Each selling stockholder and any liquidation preference owed to any then-outstanding preferred stockholders are paid. Our amended and restated articles of incorporation do not provide our common stock with any redemption, conversion or preemptive rights. The rights, preferences and privileges of holders of common stock areother person participating in such distribution will be subject to and may be adversely affected by the rights of the holders of shares of any series of then-outstanding preferred stock.
We will pay all expenses of the registration of the shares of Common Stock pursuant to the registration rights agreement, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws;provided,however, that series;
We will indemnify the exercise price for shares of our common stock andselling stockholders against certain liabilities, including some liabilities under the number of shares of common stock to be received upon exercise of the warrants;
The validity of the issuance of the shares of our common stock or preferred stockbeing offered hereby will beby this prospectus is being passed upon for us by Brownstein Hyatt Farber Schreck, LLP, Las Vegas, Nevada. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Boston, Massachusetts, will pass upon the binding nature of any other securities being offered hereby. Additional legal matters may be passed upon for us or any underwriters, dealers or agents, by counsel that we will name in the applicable prospectus supplement.
The consolidated financial statements of Pieris Pharmaceuticals, Inc. appearing in Pieris Pharmaceuticals, Inc.’s Annual Report (Form10-K) for the year ended December 31, 20172018, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are and audited financial statements to be included in subsequently filed documents will be, incorporated herein by reference in reliance upon thesuch report of Ernst & Young LLP pertaining to such financial statements (to the extent covered by consents filed with the Securities and Exchange Commission) given on the authority of such firm as experts in accounting and auditing.
We are subject to the reporting requirements of the Securities Exchange Act, of 1934, as amended, and file annual, quarterly and current reports, proxy statements and other information with the SEC. You may readThe SEC maintains an internet website at www.sec.gov that contains periodic and copy thesecurrent reports, proxy and information statements, and other information atregarding registrants that are filed electronically with the SEC’s public reference facilities at 100 F Street, N.E., Room 1580, Washington, D.C. 20549.SEC. You can request copies of these documents by writing to the SEC and paying a fee for the copying cost. Please call the SEC at 1-800-SEC-0330 for more information about the operation of the public reference facilities. SEC filings are also available at the SEC’s web site at
This prospectus is only part of a registration statement on FormS-3 that we have filed with the SEC under the Securities Act of 1933, as amended, and therefore omits certain information contained in the registration statement. We have also filed exhibits and schedules with the registration statement that are excluded from this prospectus, and you should refer to the applicable exhibit or schedule for a complete description of any statement referring to any contract or other document. You may inspectobtain a copy of the registration statement, including the exhibits and schedules, without charge, at the public reference room or obtain a copy from the SEC upon payment of the fees prescribed by the SEC.
We also maintain a website athttp://www.pieris.com, through which you can access our SEC filings.filings free of charge. The information set forth on our website is not part of this prospectus.
The SEC allows us to “incorporate by reference” information into this prospectus, informationwhich means that we have filed with the SEC. This means we can disclose important information to you by referring you to other documents that contain that information.another document filed separately with the SEC. The information incorporated by reference is considereddeemed to be part of this prospectus. We incorporate by reference the documents listed below:
• | our Annual Report onForm10-K for the year ended December 31, 2018 that we filed with the SEC on March 18, 2019; |
• | our Quarterly Reports on Form10-Q for the quarters ended March 31, 2019, June 30, 2019 and September 30, 2019 that we filed with the SEC onMay 10, 2019,August 9, 2019 andNovember 12, 2019, respectively; |
• | our Current Reports on Form8-K filed onFebruary 4, 2019,July 31, 2019,August 1, 2019,September 3, 2019,September 26, 2019,November 4, 2019, andNovember 12, 2019 (in each case, except for information contained therein which is furnished rather than filed); |
• | the description of our common stock contained in our Registration Statement onForm8-A filed on June 24, 2015, including any amendment or report filed for the purpose of updating such description; and |
all reports and other documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this prospectus and prior to the termination or completion of the offering of securities under this prospectus shall be deemed to be incorporated by reference in this prospectus and to be a part hereof from the date of filing such reports and other documents.
The SEC file number for each of the documents listed above is001-37471.
Any statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statementsstatement so modified or superseded shallwill not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
You may request, a copy of these documents, orally or in writing, whicha copy of any or all of the documents incorporated herein by reference. These documents will be provided to you at no cost, by contacting:
Pieris Pharmaceuticals, Inc.
255 State Street, 9
th FloorBoston, MassachusettsMA 02109,
Attn: Investor Relations
Telephone: +1 (857)246-8998+1 (857) 246-8998
You may also access these documents on our website,http://www.pieris.com.www.pieris.com. The information contained on, or that can be accessed through, our website is not a part of this prospectus. We have included our website address in this prospectus solely as an inactive textual reference.
You should rely only on information contained in, or incorporated by reference into, this prospectusprospectus. We and any prospectus supplement. Wethe selling stockholders have not authorized anyone to provide you with information different from that contained in this prospectus or incorporated by reference in this prospectus. We and the selling stockholders are not making offers to sell the securities in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation.
18,029,920 Shares
Common Stock
PROSPECTUS
, 2019
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Set forth below is an itemizationestimate (except for registration fees, which are actual) of the variousapproximate amount of the types of fees and expenses all of which we will pay,listed below that were paid or are payable by us in connection with the issuance and distribution of the securities being registered. Allshares of common stock to be registered by this registration statement. None of the amounts shownexpenses listed below are estimated exceptto be borne by any of the SEC Registration Fee.
Expense | Amount | |||
SEC Registration Fee | $ | 9,151 | ||
Accounting Fees and Expenses | 20,000 | |||
Legal Fees and Expenses | 50,000 | |||
Miscellaneous Fees and Expenses | 2,500 | |||
|
| |||
Total | $ | 81,651 |
Item 15. Indemnification of Directors and Officers. The Nevada Revised Statutes empower us to indemnify our directors and officers against expenses relating to certain actions, suits or proceedings as provided for therein. In order for such indemnification under the statutes to be available, the applicable director or officer must not have acted in a manner that constituted a breach of his or her fiduciary duties and involved intentional misconduct, fraud or a knowing violation of law and was material to the action, or must have acted in good faith and reasonably believed that his or her conduct was in, or not opposed to, our best interests. In the event of a criminal action, the applicable director or officer must not have had reasonable cause to believe his or her conduct was unlawful. However, the indemnification pursuant to the NRS and advancement of expenses authorized in or ordered by a court pursuant to the statutes does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under our amended and restated articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either an action in the person’s official capacity or an action in another capacity while holding office, except that indemnification, unless ordered by a court pursuant to NRS 78.7502 or for the advancement of expenses made pursuant to NRS 78.751(2), may not be made to or on behalf of any director or officer if a final adjudication establishes that the director’s or officer’s acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action. Under applicable provisions of |
Our amended and restated articles of incorporation provide for indemnification of our directors and ourofficers substantially identical in scope to that permitted under applicable Nevada law. Our amended and restated bylawsarticles of incorporation also provide that the expenses of our directors and officers incurred in defending any applicable action, suit or proceeding must be paid by us as they are incurred and in advance of the final disposition of the action, suit or proceeding, provided that the required undertaking by the director or officer is delivered to us.
We have also entered into separate indemnification agreements with each of our current directors and executive officers consistent with Nevada law and in the form approved by our Board of Directors and our stockholders, and we contemplate entering into such indemnification agreements with directors and certain executive officers that may be elected or appointed in the future. Those indemnification agreements require that under the circumstances and to the extent provided for therein, we indemnify such persons to the fullest extent permitted by applicable law against certain expenses incurred by any such person who was or is madeas a party or is threatened to beresult of such person being made a party to or is otherwise involved (including, without limitation, as a witness) in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was one of our directors or officers or is or was serving at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, whether the basis of such action, suit or proceeding is alleged action in an official capacity as a director, officer or trustee or in any other capacity while serving as a director, officer or trustee, shall be indemnifiedcertain actions, suits and held harmless by us to the fullest extent authorized by the NRS against all expense, liability and loss (including attorneys’ fees and amounts paid in settlement) reasonably incurred or suffered by such.
We also maintain a customary insurance policy that indemnifies our directors and officers against various liabilities, including liabilities arising under the conduct was unlawful. In a derivative action (i.e., one brought by or on behalf of the corporation), indemnificationSecurities Act that may be provided only for expenses actually and reasonably incurred by any director or officer in connection with the defense or settlement of such an action or the suit if such person (i) is not liable pursuant to NRS 78.138 and (ii) acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be provided if such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the court in which the action or suit was brought or some other court of competent jurisdiction determines that such person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.
At present, there is no pending litigation or officer unless itproceeding involving any of our directors or officers for which indemnification is proven that: (i)sought, nor are we aware of any threatened litigation that is likely to result in claims for indemnification.
Any underwriting agreements that we may enter into will likely provide for the presumption established by NRS 78.138(3) has been rebutted, (ii) the act or failure to act constituted a breachindemnification of his or her fiduciary duties as a director or officer and (iii) the breach of those duties involved intentional misconduct, fraud or a knowing violation of law.
Item 16. Exhibits and restated articles of incorporation, amended and restated bylaws, indemnification agreements, indemnity agreement, and Nevada law is not intendedFinancial Statements Schedules.
The exhibits to be exhaustive and is qualified in its entirety by such amended and restated articles of incorporation, amended and restated bylaws, indemnification agreements, indemnity agreement, or law.
Item 17. Undertakings.
The undersigned registrant hereby undertakes: |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
provided, however,
(2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(4) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
(i) | Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
(ii) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, |
(b) | The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(c) |
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. |
EXHIBIT INDEX
Exhibit |
* | Filed herewith. |
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormS-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, Commonwealth of Massachusetts, on August 9, 2018.December 4, 2019.
PIERIS PHARMACEUTICALS, INC. | ||
By: | /s/ Stephen S. Yoder | |
Stephen S. Yoder | ||
President and Chief Executive Officer |
SIGNATURES AND POWER OF ATTORNEY
We, the undersigned officers and directors of Pieris Pharmaceuticals, Inc., hereby severally constitute and appoint Stephen S. Yoder and Allan Reine,Thomas Bures and each of them singly (with full power to each of them to act alone), our true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for her or him and in her or his name, place and stead, and in any and all capacities, to sign any and all amendments (including, without limitation, post-effective amendments) to this registration statement (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto saidattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fullfully to all intents and purposes as she or he might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents or any of them or their or her or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Stephen S. Yoder Stephen S. Yoder | President, Chief Executive Officer and Director(Principal Executive Officer) | December 4, 2019 | ||
/s/ Thomas Bures | December 4, 2019 | |||
/s/ James Geraghty James Geraghty | December 4, 2019 | |||
/s/ Michael Richman Michael Richman | December 4, 2019 | |||
/s/ Ann Barbier, M.D., Ph.D. | ||||
Ann Barbier, M.D., Ph.D. | Director | December 4, 2019 | ||
/s/ Jean-Pierre Bizzari, M.D. | ||||
Jean-Pierre Bizzari, M.D. | Director | December 4, 2019 | ||
/s/ Christopher Kiritsy | ||||
Christopher Kiritsy | Director | December 4, 2019 | ||
/s/ Peter Kiener, D.Phil. Peter Kiener, D.Phil. | Director | December 4, 2019 | ||
/s/ Matthew L. Sherman, M.D. Matthew L. Sherman, M.D. | Director | December 4, 2019 | ||
/s/ Maya R. Said, Sc.D. Maya R. Said, Sc.D. | Director | December 4, 2019 |