Attached files
| file | filename |
|---|---|
| EX-31.2 - EXHIBIT 31.2 - PIERIS PHARMACEUTICALS, INC. | a180423are10kacert.htm |
| EX-31.1 - EXHIBIT 31.1 - PIERIS PHARMACEUTICALS, INC. | a180423syo10kacert.htm |
| EX-10.16 - EXHIBIT 10.16 - PIERIS PHARMACEUTICALS, INC. | pirs-servierplatformagreem.htm |
| EX-10.15 - EXHIBIT 10.15 - PIERIS PHARMACEUTICALS, INC. | pirs-serviercollaborationa.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
ý | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2016
OR
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 001-37471
PIERIS PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Nevada | EIN 30-0784346 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
255 State Street, 9th Floor Boston, MA United States | 02109 | |
(Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number, including area code
857-246-8998
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class | Name of each exchange on which registered | |
Common Stock, par value $0.01 per share | The NASDAQ Stock Market LLC | |
Securities registered pursuant to Section 12(g) of the Exchange Act:
None
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ý
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ý
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ [Do not check if a smaller reporting company] | Smaller reporting company | ý | |||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ý
The aggregate market value of Common Stock held by non-affiliates of the registrant on June 30, 2016, the last business day of the registrant’s most recently completed second fiscal quarter, based on the closing price on that date of $1.61, was $69,324,711.
As of March 20, 2017, the registrant had 43,058,827 shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
EXPLANATORY NOTE
Pieris Pharmaceuticals, Inc. (the “Company”) is filing this Amendment No. 1 (this “Amendment”) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2016 (the “Form 10-K”), originally filed on March 30, 2017. This Amendment is an exhibit-only filing in response to comments received from the Securities and Exchange Commission (the “Commission”) in connection with a request for confidential treatment of certain portions of Exhibits 10.15 and 10.16, as originally filed with the Form 10-K. This Amendment is being filed solely to re-file Exhibits 10.15 and 10.16 based on comments from the Commission. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our principal executive officer and principal financial officer are filed as exhibits to this Amendment.
This Amendment is limited in scope to the items identified above and should be read in conjunction with the Form 10-K. This Amendment does not reflect events occurring after the filing of the Form 10-K and no revisions are being made to the Company’s financial statements pursuant to this Amendment. Other than the filing of the information identified above, this Amendment does not modify or update the disclosure in the Form 10-K in any way.
PART IV
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
Item 15(a)(3) Exhibits
The following is a list of exhibits filed as part of this Annual Report on Form 10-K:
Exhibit Number | Exhibit Description | Incorporated by Reference herein from Form or Schedule | Filing Date | Sec File / Registration Number | ||||
Acquisition Agreement, dated as of December 17, 2014, by and among the Registrant, Pieris AG and the former stockholders of Pieris AG named therein | Form 8-K (Exhibit 2.1) | December 18, 2014 | 333-190728 | |||||
Amended and Restated Articles of Incorporation of the Registrant | Form 8-K (Exhibit 3.1) | December 18, 2014 | 333-190728 | |||||
Certificate of Designation of Series A Convertible Preferred Stock | Form 10-Q (Exhibit 3.1) | August 11, 2016 | 001-37471 | |||||
Amended and Restated Bylaws of the Registrant | Form 8-K (Exhibit 3.2) | December 18, 2014 | 333-190728 | |||||
Form of Common Stock Certificate | Form 8-K (Exhibit 4.1) | December 18, 2014 | 333-190728 | |||||
Form of Common Stock Certificate | Form 10-K (Exhibit 4.2) | March 23, 2016 | 001-37471 | |||||
2014 Employee, Director and Consultant Equity Incentive Plan | Form 8-K (Exhibit 10.1) | December 18, 2014 | 333-190728 | |||||
Form of Stock Option Award Agreement under the Registrant’s 2014 Employee, Director and Consultant Equity Incentive Plan | # | Form 8-K (Exhibit 10.2) | December 18, 2014 | 333-190728 | ||||
2016 Employee, Director and Consultant Equity Incentive Plan | # | Form 8-K (Exhibit 10.1) | July 1, 2016 | 001-37471 | ||||
Exhibit Number | Exhibit Description | Incorporated by Reference herein from Form or Schedule | Filing Date | Sec File / Registration Number | ||||
Form of Stock Option Award Agreement under the Registrant’s 2016 Employee, Director and Consultant Equity Incentive Plan | # | Form 10-K (Exhibit 10.4) | March 30, 2017 | 001-37471 | ||||
Collaboration Agreement by and between Pieris AG and Allergan Sales, LLC, dated as of August 21, 2009 | ± | Form 8-K (Exhibit 10.3) | December 18, 2014 | 333-190728 | ||||
Collaboration and License Agreement by and among Pieris AG, Sanofi-Aventis and Sanofi-Pasteur SA, dated as of September 24, 2010 | ± | Form 10-K (Exhibit 10.4) | March 30, 2014 | 333-190728 | ||||
First Letter Agreement to Collaboration and License Agreement by and among Pieris AG, Sanofi-Aventis and Sanofi-Pasteur SA, dated as of February 20, 2013 | ± | Form 8-K (Exhibit 10.5) | December 18, 2014 | 333-190728 | ||||
Side Agreement to the Collaboration and License Agreement by and among Pieris AG, Sanofi-Aventis and Sanofi-Pasteur Inc., dated as of January 19, 2015 | ± | Form S-1 (Exhibit 10.6) | February 2, 2015 | 333-202123 | ||||
Collaboration Research and Technology Licensing Agreement by and between Pieris AG and Daiichi Sankyo Company Limited, dated as of May 31, 2011 | ± | Form 10-K (Exhibit 10.7) | March 30, 2014 | 333-190728 | ||||
Research and Licensing Agreement by and between Pieris AG and Technische Universität München, dated as of July 26, 2007 | ± | Form 10-K (Exhibit 10.10) | March 30, 2014 | 333-190728 | ||||
Research Collaboration and License Agreement by and among the Registrant, Pieris GmbH, Hoffmann-La Roche Inc. and F. Hoffmann-La Roche Ltd., dated as of December 8, 2015 | ± | Form 10-K/A (Exhibit 10.11) | July 20, 2016 | 001-37471 | ||||
License and Transfer Agreement by and between the Company and Enumeral Biomedical Holdings, Inc dated as of April 18, 2016 | ± | Form 10-Q/A (Exhibit 10.1) | July 20, 2016 | 001-37471 | ||||
Definitive License and Transfer Agreement by and between the Company and Enumeral Biomedical Holdings, Inc. dated as of June 6, 2016 | ± | Form 10-Q (Exhibit 10.1) | August 11, 2016 | 001-37471 | ||||
Amendment No.1 to Definitive License and Transfer Agreement by and between the Company and Enumeral Biomedical Holdings, Inc. effective as of January 3, 2017 | Form 10-K (Exhibit 10.14) | March 30, 2017 | 001-37471 | |||||
Exhibit Number | Exhibit Description | Incorporated by Reference herein from Form or Schedule | Filing Date | Sec File / Registration Number | ||||
Collaboration Agreement by and among the Registrant, Pieris Pharmaceuticals GmbH, Les Laboratoires Servier and Institut de Recherches Internationales Servier, dated as of January 4, 2017 | *@ | |||||||
Non-Exclusive Anticalin Platform Technology License Agreement Agreement by and among the Registrant, Pieris Pharmaceuticals GmbH, Les Laboratoires Servier and Institut de Recherches Internationales Servier, dated as of January 4, 2017 | *@ | |||||||
Form of Indemnification Agreement by and between the Registrant and each of its current directors and executive officers | # | Form 8-K (Exhibit 10.10) | December 18, 2014 | 333-190728 | ||||
Management Agreement by and between Pieris AG and Stephen S. Yoder, dated as of August 30, 2009 | # | Form 8-K (Exhibit 10-11) | December 18, 2014 | 333-190728 | ||||
Amendment to Management Agreement by and between Pieris AG and Stephen S. Yoder, dated as of March 12, 2012 | # | Form 8-K (Exhibit 10.12) | December 18, 2014 | 333-190728 | ||||
Amended and Restated Management Agreement by and between Pieris AG and Stephen S. Yoder, dated as of December 17, 2014 | # | Form 8-K (Exhibit 10.13) | December 18, 2014 | 333-190728 | ||||
Acknowledgement and Waiver Agreement by and between Pieris AG and Stephen S. Yoder, dated as of December 12, 2014 | # | Form 8-K (Exhibit 10.14) | December 18, 2014 | 333-190728 | ||||
Employment Agreement by and between the Registrant and Stephen S. Yoder, dated as of December 17, 2014 | # | Form 8-K (Exhibit 10.15) | December 18, 2014 | 333-190728 | ||||
Management Agreement by and between Pieris AG and Claus Schalper, dated as of February 6, 2008 | # | Form 8-K (Exhibit 10.16) | December 18, 2014 | 333-190728 | ||||
Consulting Agreement by and between Pieris AG and Claus Schalper, dated as of July 9, 2013 | # | Form 8-K (Exhibit 10.17) | December 18, 2014 | 333-190728 | ||||
Employment Agreement by and between the Registrant and Darlene Deptula-Hicks, dated as of August 27, 2015 | # | Form 10-Q (Exhibit 10.2) | November 11, 2015 | 001-37471 | ||||
Separation Agreement by and between the Registrant and Darlene Deptula-Hicks, dated as of February 7, 2017 | # | Form 10-K (Exhibit 10.26) | March 30, 2017 | 001-37471 | ||||
Exhibit Number | Exhibit Description | Incorporated by Reference herein from Form or Schedule | Filing Date | Sec File / Registration Number | ||||
Employment Agreement by and between the Registrant and Louis A. Matis, M.D., dated as of July 20, 2015 | # | Form 10-Q (Exhibit 10.1) | November 11, 2015 | 001-37471 | ||||
Employment Agreement by and between the Registrant and Claude Knopf, dated of November 14, 2016 | # | Form 10-K (Exhibit 10.28) | March 30, 2017 | 001-37471 | ||||
Consulting Agreement by and between the Registrant and Danforth Advisors, LLC, dated as of February 1, 2017 | # | Form 10-K (Exhibit 10.29) | March 30, 2017 | 001-37471 | ||||
Non-Employee Director Compensation Plan, as amended | # | Form 10-K (Exhibit 10.30) | March 30, 2017 | 001-37471 | ||||
Lease Agreement by and between Pieris AG and Födergesellschft IZB mbH, dated as of May 4, 2011 | Form 8-K (Exhibit 10.23) | December 18, 2014 | 333-190728 | |||||
Agreement of Sublease by and between Berenberg Capital Markets LLC and the Registrant, dated as of August 27, 2015 | Form 10-Q (Exhibit 10.3) | November 11, 2015 | 001-37471 | |||||
Repayment Agreement by and between Pieris AG and tbg Technologie-Beteiligungs-Gesellschaft mbH, dated as of April 3, 2014 | Form 8-K (Exhibit 10.27) | December 18, 2014 | 333-190728 | |||||
Settlement Agreement (Accelerated Repayment Agreement) by and between Pieris AG and tbg Technologie-Beteiligungs-Gesellschaft mbH, dated as of December 11, 2014 | Form 8-K (Exhibit 10.28) | December 18, 2014 | 333-190728 | |||||
Consolidated Shareholders’ Agreement 2014, Pieris AG, Freising, Germany, by and among Pieris AG and the Stockholders party thereto, dated October 10, 2014 | Form 8-K (Exhibit 10.30) | December 18, 2014 | 333-190728 | |||||
Investment Agreement, Pieris AG, Freising, Germany, by and among Pieris AG, Stephen Yoder and the Existing Shareholders party thereto, dated October 10, 2014 | Form 8-K (Exhibit 10.31) | December 18, 2014 | 333-190728 | |||||
Agreement, by and among Pieris AG and the Stockholders party thereto, dated December 5, 2014 | Form 8-K (Exhibit 10.32) | December 18, 2014 | 333-190728 | |||||
Form of Securities Purchase Agreement, dated December 17, 2014, by and among the Registrant and the Purchasers | Form 8-K (Exhibit 10.1) | December 23, 2014 | 333-190728 | |||||
Exhibit Number | Exhibit Description | Incorporated by Reference herein from Form or Schedule | Filing Date | Sec File / Registration Number | ||||
Form of Registration Rights Agreement, dated December 17, 2014, by and among the Registrant and the investors party thereto | Form 8-K (Exhibit 10.2) | December 23, 2014 | 333-190728 | |||||
Form of Warrant to Purchase Common Stock, dated December 17, 2014, issued by the Registrant | Form 8-K (Exhibit 10.3) | December 23, 2014 | 333-190728 | |||||
Securities Purchase Agreement, dated June 2, 2016, by and among the Registrant and the Investors named therein | Form 8-K (Exhibit 10.1) | June 6, 2016 | 001-37471 | |||||
Form of Warrant to purchase Common Stock, dated June 2, 2016, issued by the Registrant | Form 8-K (Exhibit 10.2) | June 6, 2016 | 001-37471 | |||||
Registration Rights Agreement, dated June 2, 2016, by and among the Registrant and the Investors named therein | Form 8-K (Exhibit 10.3) | June 6, 2016 | 001-37471 | |||||
Corporate Code of Ethics and Conduct and Whistleblower Policy | Form 10-K (Exhibit 14.1) | March 30, 2014 | 333-190728 | |||||
List of Subsidiaries | Form 10-K (Exhibit 21.1) | March 30, 2017 | 001-37471 | |||||
Consent of Ernst & Young LLP | Form 10-K (Exhibit 23.1) | March 30, 2017 | 001-37471 | |||||
Consent of Ernst & Young GmbH Wirtschaftspüfungsgellschaft | Form 10-K (Exhibit 23.2) | March 30, 2017 | 001-37471 | |||||
Certification of Stephen S. Yoder, Chief Executive Officer and President, pursuant to Section 302 of the Sarbanes—Oxley Act of 2002 | * | |||||||
Certification of Allan Reine, Chief Financial Officer, pursuant to Section 302 of the Sarbanes—Oxley Act of 2002 | * | |||||||
Certification of Stephen S. Yoder, Chief Executive Officer and President, pursuant to Section 906 of the Sarbanes—Oxley Act of 2002, 18 U.S.C. Section 1350 | *** | |||||||
Certification of Lance Thibault, Acting Chief Financial Officer, pursuant to Section 906 of the Sarbanes—Oxley Act of 2002, 18 U.S.C. Section 1350 | *** | |||||||
101.INS | XBRL Instance Document | *** | ||||||
101.SCH | XBRL Taxonomy Extension Schema Document | *** | ||||||
Exhibit Number | Exhibit Description | Incorporated by Reference herein from Form or Schedule | Filing Date | Sec File / Registration Number | ||||
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | *** | ||||||
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | *** | ||||||
101.LAB | XBRL Taxonomy Extension Label Linkbase Document | *** | ||||||
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | *** | ||||||
* | Filed herewith |
** | Furnished herewith |
*** | Previously filed with the Form 10-K. |
± | Confidential treatment received as to portions of the exhibit. Confidential materials omitted and filed separately with the SEC. |
@ | Confidential treatment requested as to portions of the exhibit. Confidential materials omitted and filed separately with the SEC. |
# | Indicates a management contract or compensatory plan |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
PIERIS PHARMACEUTICALS, INC. | |||
April 26, 2018 | By: | /s/ Stephen S. Yoder | |
Stephen S. Yoder | |||
Chief Executive Officer and President | |||
April 26, 2018 | By: | /s/ Allan Reine | |
Allan Reine | |||
Chief Financial Officer | |||