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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-K/A

 

 

(Amendment No. 1)

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2015

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

857-246-8794

Securities registered pursuant to Section 12(b) of the Exchange Act:

 

Title of each class

 

Name of each exchange on which registered

None   N/A

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  x

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  x

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  x    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  x    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   x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

The aggregate market value of Common Stock held by non-affiliates of the registrant on June 30, 2015, the last business day of the registrant’s most recently completed second fiscal quarter, based on the adjusted closing price on that date of $2.75, was $62,342,231.

As of March 20, 2016, the registrant had 39,833,023 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

 

 

 


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EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) amends Pieris Pharmaceuticals, Inc.’s (the “Company”) Annual Report on Form 10-K for the fiscal year ended December 31, 2015, originally filed with the Securities and Exchange Commission (the “SEC”) on March 23, 2016 (the “Original Report” and together with Amendment No. 1, the “2015 Annual Report”). The purpose of this Amendment is to re-file the agreement filed as Exhibit 10.11 to the Original Report in order to restore certain redacted information that was subject to a confidential treatment request by the Company in response to comments from the SEC and to correct a typographical error in the certifications contained on Exhibits 32.1 and 32.2 to the Original Report. In addition, in connection with the filing of this Amendment and pursuant to the rules of the Securities and Exchange Commission, the Chief Executive Officer and the Chief Financial Officer of the Company have reissued their certifications of the disclosure contained in the 2015 Annual Report. Item 15 of Part IV is being refiled and has been amended to reflect the filing of such certifications.

This Amendment No. 1 speaks as of the initial filing date of the Original Report. Other than as expressly set forth above, no part of the Original Report is being amended. Accordingly, other than as discussed above, this Amendment No. 1 does not purport to amend, update or restate any other information or disclosure included in the Original Report or reflect any events that have occurred after the initial filing date of the Original Report. As a result, the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 continues to speak as of March 23, 2016 or, to the extent applicable, such other date as may be indicated in the Original Report. This Amendment No. 1 should be read in conjunction with the Company’s filings made with the Securities and Exchange Commission subsequent to the filing of the Original Filing, as information in such filings may update or supersede certain information contained in this Amendment No. 1.


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Item 15. Exhibits and Financial Statement Schedules

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Item 15.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES
Item 15(a).    The following documents are filed as part of this annual report on Form 10-K/A:
Item 15(a)(1) and (2)    See “Index to Consolidated Financial Statements” on page F-1 to this Annual Report on Form 10-K. Other financial statement schedules have not been included because they are not applicable or the information is included in the financial statements or notes thereto.
Item 15(a)(3)    Exhibits
   The following is a list of exhibits filed as part of this Annual Report on Form 10-K/A.

 

Exhibit
Number

  

Exhibit Description

     

Incorporated by
Reference herein
from Form or
Schedule

 

Filing Date

 

SEC File /
Registration
Number

  2.1    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
  3.1    Amended and Restated Articles of Incorporation of the Registrant     Form 8-K (Exhibit 3.1)   December 18, 2014   333-190728
  3.2    Amended and Restated Bylaws of the Registrant     Form 8-K (Exhibit 3.2)   December 18, 2014   333-190728
  4.1    Form of Common Stock certificate     Form 8-K (Exhibit 4.1)   December 18, 2014   333-190728
  4.2    Form of Common Stock certificate     Form 10-K (Exhibit 4.2)   March 23, 2016   001-37471
10.1    2014 Employee, Director and Consultant Equity Incentive Plan   #   Form 8-K (Exhibit 10.1)   December 18, 2014   333-190728
10.2    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
10.3    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
10.4    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
10.5    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
10.6    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
10.7    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
10.8    Development and License Agreement by and between Pieris AG and Cadila Healthcare Limited, dated as of October 7, 2013   ±   Form 10-K (Exhibit 10.8)   March 30, 2014   333-190728

 

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Exhibit
Number

  

Exhibit Description

     

Incorporated by
Reference herein
from Form or
Schedule

 

Filing Date

 

SEC File /
Registration
Number

10.9    Joint Development and License Agreement by and between Pieris AG and Stelis BioPharma Private Limited, dated as of November 21, 2013   ±   Form 10-K (Exhibit 10.9)   March 30, 2014   333-190728
10.10    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
10.11    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   *@      
10.12    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
10.13    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
10.14    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
10.15    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
10.16    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
10.17    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
10.18    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
10.19    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
10.20    Employment Agreement by and between Pieris AG and Dr. Ulrich Moebius, dated as of June 26, 2013   #   Form 8-K (Exhibit 10.18)   December 18, 2014   333-190728
10.21    Amendment to Employment Agreement by and between Pieris AG and Dr. Ulrich Moebius, dated as of January 28, 2014   #   Form 8-K (Exhibit 10.19)   December 18, 2014   333-190728
10.22    Amendment to Employment Agreement by and between Pieris AG and Dr. Ulrich Moebius, dated as of October 21, 2014   #   Form 8-K (Exhibit 10.20)   December 18, 2014   333-190728
10.23    Management Agreement by and between Pieris AG and Dr. Laurent Audoly, dated as of May 18, 2010   #   Form 8-K (Exhibit 10.20)   December 18, 2014   333-190728
10.24    Consulting Agreement by and between Pieris AG and Danforth Advisors, LLC, effective as of November 19, 2014   #   Form 8-K (Exhibit 10.22)   December 18, 2014   333-190728

 

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Exhibit
Number

  

Exhibit Description

     

Incorporated by
Reference herein
from Form or
Schedule

 

Filing Date

 

SEC File /
Registration
Number

10.25    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
10.26    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
10.27    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
10.28    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
10.29    Convertible Bridge Loan Agreement by and among Pieris AG and the Stockholder parties listed therein, dated as of November 12, 2012     Form 8-K (Exhibit 10.24)   December 18, 2014   333-190728
10.30    Amendment to Convertible Bridge Loan Agreement by and among Pieris AG and the Stockholders listed therein, dated as of March 4, 2014     Form 8-K (Exhibit 10.25)   December 18, 2014   333-190728
10.31    Participation Agreement (silent partnership agreement) between Pieris AG and tbg Technologie-Beteiligungs-Gesellschaft mbH, dated May 13, 2003     Form 8-K (Exhibit 10.26)   December 18, 2014   333-190728
10.32    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
10.33    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
10.34    Convertible Bridge Loan Agreement by and among Pieris AG and the Stockholders listed on Exhibit A thereto, dated as of April 14, 2014     Form 8-K (Exhibit 10.29)   December 18, 2014   333-190728
10.35    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
10.36    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
10.37    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
10.38    Split-Off Agreement, by and among the Registrant, Marika Enterprises Inc. and Aleksandrs Sviks, dated December 17, 2014     Form 8-K (Exhibit 10.33)   December 18, 2014   333-190728
10.39    General Release Agreement, by and among the Registrant, Marika Enterprises Inc. and Aleksandrs Sviks, dated December 17, 2014     Form 8-K (Exhibit 10.34)   December 18, 2014   333-190728

 

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Exhibit
Number

  

Exhibit Description

     

Incorporated by
Reference herein
from Form or
Schedule

 

Filing Date

 

SEC File /
Registration
Number

  10.40    Form of Securities Purchase Agreement, dated December 17, 2014, by and among Pieris Pharmaceuticals, Inc. and the Purchasers     Form 8-K (Exhibit 10.1)   December 23, 2014   333-190728
  10.41    Form of Registration Rights Agreement, dated December 17, 2014, by and among Pieris Pharmaceuticals, Inc. and the investors party thereto     Form 8-K (Exhibit 10.2)   December 23, 2014   333-190728
  10.42    Form of Warrant to Purchase Common Stock, dated December 17, 2014, issued by Pieris Pharmaceuticals, Inc.     Form 8-K (Exhibit 10.3)   December 23, 2014   333-190728
  14.1    Corporate Code of Ethics and Conduct and Whistleblower Policy     Form 10-K (Exhibit 14.1)   March 30, 2014   333-190728
  21.1    List of Subsidiaries        
  31.1    Certification of Stephen S. Yoder, Chief Executive Officer and President, pursuant to Section 302 of the Sarbanes—Oxley Act of 2002        
  31.2    Certification of Darlene Deptula-Hicks, Acting Chief Financial Officer, pursuant to Section 302 of the Sarbanes—Oxley Act of 2002        
  31.3    Certification of Stephen S. Yoder, Chief Executive Officer and President, pursuant to Section 302 of the Sarbanes—Oxley Act of 2002   *      
  31.4    Certification of Darlene Deptula-Hicks, Acting Chief Financial Officer, pursuant to Section 302 of the Sarbanes—Oxley Act of 2002   *      
  32.1    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        
  32.2    Certification of Darlene Deptula-Hicks, Acting Chief Financial Officer, pursuant to Section 906 of the Sarbanes—Oxley Act of 2002, 18 U.S.C. Section 1350        
  32.3    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   **      
  32.4    Certification of Darlene Deptula-Hicks, 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        

 

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Exhibit
Number

  

Exhibit Description

     

Incorporated by
Reference herein
from Form or
Schedule

 

Filing
Date

 

SEC File /
Registration
Number

101.SCH    XBRL Taxonomy Extension Schema Document        
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
± 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

 

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to annual report on Form 10-K/A for the fiscal year December 31, 2015 to be signed on its behalf by the undersigned, thereunto duly authorized.

 

    PIERIS PHARMACEUTICALS, INC.
Date: April 29, 2016   By:  

/s/ Stephen S. Yoder

    Stephen S. Yoder
    Chief Executive Officer and President

 

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