UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 2)
(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) |
Registrants 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 $0.001 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 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 registrants 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. x
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 registrants 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
None.
EXPLANATORY NOTE
This Amendment No. 2 (Amendment No. 2) to the Annual Report on Form 10-K of Pieris Pharmaceuticals Inc. (the Company) for the fiscal year ended December 31, 2015 (the Form 10-K), originally filed with the Securities and Exchange Commission (the SEC) on March 23, 2016 and amended on April 29, 2016 (as amended, the Original Report) is being filed in response to comments from the SEC and for the purpose of re-filing 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.
This Amendment No. 2 consists of a cover page, this explanatory note, a revised list of exhibits (Item 15 of Part IV), a signature page, CEO and CFO certifications pursuant to Section 302 of the Sarbanes Oxley Act of 2002 and Exhibit 10.11. Because no financial statements have been included in this Amendment No. 2 and this Amendment No. 2 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the CEO and CFO certifications have been omitted.
This Amendment No. 2 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. 2 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 Companys 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. 2 should be read in conjunction with the Companys 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. 2.
2
PART IV
Item 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES |
(b) Exhibits
EXHIBIT INDEX
Exhibit Number |
Exhibit Description |
Incorporated by |
Filing Date |
SEC File
/ |
||||||||||
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 Registrants 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 |
3
Exhibit Number |
Exhibit Description |
Incorporated by |
Filing Date |
SEC File
/ |
||||||||||
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 |
4
Exhibit Number |
Exhibit Description |
Incorporated by |
Filing Date |
SEC File
/ |
||||||||||
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 | |||||||||
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 |
5
Exhibit Number |
Exhibit Description |
Incorporated by |
Filing Date |
SEC File
/ |
||||||||||
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 | ||||||||||
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 | Form 10-K (Exhibit 21.1) |
March 23, 2016 | 001-37471 | ||||||||||
31.1 |
Certification of Stephen S. Yoder, Chief Executive Officer and President, pursuant to Section 302 of the SarbanesOxley Act of 2002 | Form 10-K (Exhibit 31.1) |
March 23, 2016 | 001-37471 | ||||||||||
31.2 |
Certification of Darlene Deptula-Hicks, Acting Chief Financial Officer, pursuant to Section 302 of the SarbanesOxley Act of 2002 | Form 10-K (Exhibit 31.2) |
March 23, 2016 | 001-37471 | ||||||||||
31.3 |
Certification of Stephen S. Yoder, Chief Executive Officer and President, pursuant to Section 302 of the SarbanesOxley Act of 2002 | Form 10-K/A (Exhibit 31.3) |
April 29, 2016 | 001-37471 | ||||||||||
31.4 |
Certification of Darlene Deptula-Hicks, Acting Chief Financial Officer, pursuant to Section 302 of the SarbanesOxley Act of 2002 | Form 10-K/A (Exhibit 31.4) |
April 29, 2016 | 001-37471 | ||||||||||
31.5 |
Certification of Stephen S. Yoder, Chief Executive Officer and President, pursuant to Section 302 of the SarbanesOxley Act of 2002 | * |
6
Exhibit Number |
Exhibit Description |
Incorporated by |
Filing Date |
SEC File
/ |
||||||||||
31.6 |
Certification of Darlene Deptula-Hicks, Acting Chief Financial Officer, pursuant to Section 302 of the SarbanesOxley Act of 2002 | * | ||||||||||||
32.1 |
Certification of Stephen S. Yoder, Chief Executive Officer and President, pursuant to Section 906 of the SarbanesOxley Act of 2002, 18 U.S.C. Section 1350 | Form 10-K (Exhibit 31.1) |
March 23, 2016 | 001-37471 | ||||||||||
32.2 |
Certification of Darlene Deptula-Hicks, Acting Chief Financial Officer, pursuant to Section 906 of the SarbanesOxley Act of 2002, 18 U.S.C. Section 1350 | Form 10-K (Exhibit 31.2) |
March 23, 2016 | 001-37471 | ||||||||||
32.3 |
Certification of Stephen S. Yoder, Chief Executive Officer and President, pursuant to Section 906 of the SarbanesOxley Act of 2002, 18 U.S.C. Section 1350 | Form 10-K/A (Exhibit 31.3) |
April 29, 2016 | 001-37471 | ||||||||||
32.4 |
Certification of Darlene Deptula-Hicks, Acting Chief Financial Officer, pursuant to Section 906 of the SarbanesOxley Act of 2002, 18 U.S.C. Section 1350 | Form 10-K/A (Exhibit 31.4) |
April 29, 2016 | 001-37471 | ||||||||||
101.INS |
XBRL Instance Document | Form 10-K | March 23, 2016 | 001-37471 | ||||||||||
101.SCH |
XBRL Taxonomy Extension Schema Document | Form 10-K | March 23, 2016 | 001-37471 | ||||||||||
101.CAL |
XBRL Taxonomy Extension Calculation Linkbase Document | Form 10-K | March 23, 2016 | 001-37471 | ||||||||||
101.DEF |
XBRL Taxonomy Extension Definition Linkbase Document | Form 10-K | March 23, 2016 | 001-37471 | ||||||||||
101.LAB |
XBRL Taxonomy Extension Label Linkbase Document | Form 10-K | March 23, 2016 | 001-37471 | ||||||||||
101.PRE |
XBRL Taxonomy Extension Presentation Linkbase Document | Form 10-K | March 23, 2016 | 001-37471 |
* | Filed 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 |
7
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. | ||||||
Date: July 20, 2016 | By: | /s/ Stephen S. Yoder | ||||
Stephen S. Yoder | ||||||
Chief Executive Officer and President |
8