Palvella Therapeutics Inc美股招股说明书(2025-01-17版)

Palvella Therapeutics, Inc. Up to 5,634,504 Shares of Common Stock This prospectus relates to the proposed offer and resale or other disposition from time to time by theselling stockholders identified in this prospectus of up to (i) 3,168,048 shares of our common stock, par value$0.001 per share, and (ii) 2,466,456 shares of our common stock underlying pre-funded warrants (the “Pre-Funded Warrants”) held by certain of the selling stockholders. The shares of common stock registered by thisprospectus are collectively referred to herein as the “Resale Shares.” We are registering the resale of the Resale Shares pursuant to a registration rights agreement (the“Registration Rights Agreement”) between us and the selling stockholders. Our registration of the resale of theResale Shares does not mean that the selling stockholders will offer or sell all or any of the Resale Shares. Theselling stockholders may offer, sell or distribute all or a portion of their Resale Shares from time to time directlyor indirectly through one or more underwriters, broker-dealers or agents, and in one or more public or privatetransactions, which may involve crosses or block transactions. The Resale Shares may be sold in one or moretransactions at fixed prices, at prevailing market prices at the time of the sale or at negotiated prices. See thesection entitled “Plan of Distribution” for more information. We will not receive any proceeds from any sale of the Resale Shares by the selling stockholders pursuantto this prospectus. Upon any exercise of the Pre-Funded Warrants by payment of cash, however, we will receivethe nominal cash exercise price paid by the holders of the Pre-Funded Warrants. We have agreed to bear theexpenses in connection with the registration of the resale of the Resale Shares to be offered by this prospectus bythe selling stockholders except for any underwriting discounts and commissions or transfer taxes relating to thesale of the Resale Shares, which will be borne by the selling stockholders. Our common stock is listed on the Nasdaq Capital Market under the symbol “PVLA.” On January 10,2025, the closing price for our common stock was $13.97 per share. See the section entitled“Risk Factors”beginning on page 9 of this prospectus to read about factorsyou should consider before buying our securities. Neither the Securities and Exchange Commission nor any state securities commission has approvedordisapproved of these securities or determined if this prospectus is truthful or complete.Anyrepresentation to the contrary is a criminal offense. The date of this prospectus is January 16, 2025. Table of Contents TABLE OF CONTENTS ABOUT THIS PROSPECTUS1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS2PROSPECTUS SUMMARY4RISK FACTORS9USE OF PROCEEDS60MARKET INFORMATION FOR COMMON STOCK AND DIVIDEND POLICY61UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION62MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS73BUSINESS89MANAGEMENT126EXECUTIVE AND DIRECTOR COMPENSATION133CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS149PRINCIPAL SECURITYHOLDERS154SELLING SECURITYHOLDERS157DESCRIPTION OF CAPITAL STOCK161MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS164PLAN OF DISTRIBUTION170LEGAL MATTERS172EXPERTS172WHERE YOU CAN FIND MORE INFORMATION173INDEX TO FINANCIAL STATEMENTS173 You should rely only on the information provided in this prospectus, as well as the informationincorporated by reference to exhibits to the registration statement of which this prospectus forms a partand any applicable prospectus supplement or amendment. Neither we nor the selling stockholders haveauthorized anyone to provide you with different information. Neither we nor the selling stockholders aremaking an offer of these securities in any jurisdiction where the offer is not permitted. You should notassume that the information in this prospectus or any applicable prospectus supplement is accurate as ofany date other than the date of the applicable document. Since the date of this prospectus and thedocuments filed as exhibits to the registration statement of which this prospectus forms a part, ourbusiness, financial condition, results of operations and prospects may have changed. Table of Contents EXPLANATORY NOTE On December 13, 2024 (the “Closing Date”), Palvella Therapeutics, Inc., a Nevada corporation (the“Company” or “Palvella”) (previously named Pieris Pharmaceuticals, Inc. and our predecessor company(“Pieris”)), consummated the previously announced merger pursuant to the terms of that certain Agreementand Plan of Merger, dated as of July 23, 2024 (the “Merger Agreement”), by and among the Company, PoloMerger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Pieris (the “Merger Sub”), andPalvella Therapeutics, Inc., a Delaware corporation (“Legacy Palvella”). Pursuant to the Merger Agreement, on the Closing Date, (i) Merger Sub merged with and into LegacyPalvella, wit