Palvella Therapeutics Inc美股招股说明书(2026-02-26版)

We are offering 1,600,000 shares of our common stock, par value $0.001 per share, or our common stock. Our common stock is listed on The Nasdaq Capital Market under the symbol “PVLA.” On February25, 2026,the last reported sale price of our common stock was $128.60 per share. Certain of our directors have indicated an interest in purchasing securities in this offering at the public offeringprice and on the same terms as the other purchasers in this offering. However, because indications of interestare not binding agreements or commitments to purchase, the underwriters could determine to sell more, lessor no securities to any of these potential investors and any of these potential investors could determine topurchase more, less or no securities in this offering. The underwriting discount for any securities sold to thesepotential investors in the offering will be the same as the underwriting discount for the securities sold to thepublic. We are a “smaller reporting company” as defined under federal securities laws and, as such, have elected tocomply with certain reduced public company reporting requirements for this prospectus supplement and forfuture filings. See “Prospectus Supplement Summary—Implications of Being a Smaller Reporting Company.” Investing in our securities involves a high degree of risk. See the “Risk Factors” beginning on pageS-7of this prospectus supplement, as well as in the documents incorporated or deemed to beincorporated by reference into this prospectus supplement and the accompanying prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approvedor disapproved of these securities or determined if this prospectus supplement or accompanyingprospectus is truthful or complete. Any representation to the contrary is a criminal offense. (1)See “Underwriting” for a description of the compensation payable to the underwriters. We have granted the underwriters an option for a period of 30days from the date of this prospectussupplement to purchase up to an additional 240,000 shares of our common stock at the public offering price,less underwriting discounts and commissions. The underwriters expect to deliver the shares of our common stock to purchasers on or about February 27,2026. Joint Bookrunning Managers TABLE OF CONTENTS About This Prospectus SupplementS-iiProspectus Supplement SummaryS-1The OfferingS-5Risk FactorsS-7Cautionary Note Regarding Forward-Looking StatementsS-10Use of ProceedsS-12DilutionS-13Dividend PolicyS-15Material U.S. Federal Income Tax Consequences to U.S. Holders and Non-U.S. HoldersS-16UnderwritingS-21Legal MattersS-29ExpertsS-29Where You Can Find More InformationS-29Incorporation of Certain Information by ReferenceS-29 Prospectus About This Prospectus1Where You Can Find More Information2Incorporation of Certain Information by Reference3Cautionary Note Regarding Forward-Looking Statements4About Palvella6Risk Factors8Use of Proceeds9Description of Capital Stock10Description of Debt Securities14Description of Warrants22Description of Units24Description of Our Subscription Rights25Global Securities26Plan of Distribution30Legal Matters32Experts32 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus form part of a registration statementon Form S-3 that we filed with the Securities and Exchange Commission, or SEC, utilizing a “shelf”registration process. This document contains two parts. The first part consists of this prospectussupplement, which provides you with specific information about this offering. The second part, theaccompanying prospectus, provides more general information, some of which may not apply to thisoffering. This prospectus supplement may add, update or change information contained in theaccompanying prospectus. To the extent that any statement we make in this prospectus supplement isinconsistent with statements made in the accompanying prospectus or any documents incorporated byreference herein or therein, the statements made in this prospectus supplement will be deemed tomodify or supersede those made in the accompanying prospectus and such documents incorporated byreference herein and therein. You should read this prospectus supplement and the accompanyingprospectus, including the information incorporated by reference herein and therein. You should rely only on the information that we have included or incorporated by reference in thisprospectus supplement and the accompanying prospectus. We have not, and the underwriters have not,authorized anyone to give any information or to make any representation other than those contained orincorporated by reference in this prospectus supplement and the accompanying prospectus. You mustnot rely upon any information or representation not contained or incorporated by reference in thisprospectus supplement or the accompanying prospectus. This prospectus supplement and theaccompanying prospectus do not constitute an offer t