PALVELLA THERAPEUTICS, INC. (PVLA): M&A transaction — Palvella completes merger with Pieris, raises $78.9M PIPE, ticker changes to PVLA

PALVELLA THERAPEUTICS, INC.

Merger closed Dec 13, 2024; Former Palvella survives as wholly-owned subsidiary; name changed to Palvella Therapeutics, Inc.
PIPE financing raised $78.9M: $60.0M cash + conversion of $18.9M convertible notes; 3.17M shares and 2.47M pre-funded warrants issued.
Post-merger shares outstanding ~11.2M; Former Palvella securityholders own 81.61% on fully diluted basis; legacy Pieris stockholders own 18.39%.
CVRs issued to pre-merger Pieris stockholders, entitling them to future payments from certain strategic partner agreements and tax credits.
New business is clinical-stage rare-disease skin therapeutics; lead program QTORIN rapamycin for vascular malformations; ticker changes to PVLA Dec 16.

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Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.95

PALVELLA THERAPEUTICS, INC.: The Company amended its Amended and Restated Articles of Incorporation to change its name from Pieris Pharmaceuticals, Inc. to Palvella Therapeutics, Inc (effective 2024-12-13).

Change: charter amendment
Effective: 2024-12-13

Exact text from the filing

In connection with the consummation of the Merger, the Company changed its name from "Pieris Pharmaceuticals, Inc." to "Palvella Therapeutics, Inc." pursuant to an amendment to the Amended and Restated Articles of Incorporation to the Company.

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.95

PALVELLA THERAPEUTICS, INC.: As a result of the Merger, the Company ceased being a shell company (effective 2024-12-13).

Change: shell status
Effective: 2024-12-13

Exact text from the filing

As a result of the Merger, the Company ceased being a shell company.

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.95

PALVELLA THERAPEUTICS, INC.: The Company increased the number of authorized shares of common stock from 3,750,000 to 200,000,000 pursuant to an amendment to the Amended and Restated Articles of Incorporation (effective 2024-12-13).

Change: charter amendment
Effective: 2024-12-13

Exact text from the filing

In connection with the consummation of the Merger, the Company increased the number of authorized shares of the Company’s common stock from 3,750,000 to 200,000,000 pursuant to an amendment to the Amended and Restated Articles of Incorporation of the Company.

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

PALVELLA THERAPEUTICS, INC. underwent a change of control involving Palvella Therapeutics, Inc., a Delaware corporation (closed 2024-12-13).

Action: change of control
Counterparty: Palvella Therapeutics, Inc., a Delaware corporation
Closing: 2024-12-13

Exact text from the filing

On December 13, 2024, the Company completed the Merger in accordance with the terms of the Merger Agreement, pursuant to which, among other matters, subject to the terms and conditions thereof, Merger Sub merged with and into Former Palvella, with Former Palvella surviving as the surviving corporation and a wholly owned subsidiary of the Company.

View on SEC.gov

101 governance changes filed in the last 30 days. Browse all governance changes →

PALVELLA THERAPEUTICS, INC. filing history →

Source: SEC EDGAR

accession 0001437749-24-037515

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