UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q/A
Amendment No. 1
|
| |
ý | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended June 30, 2017
or
|
| |
☐ | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Commission file number: 001-37471
PIERIS PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
|
| | |
Nevada | | 33-0784346 |
(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) |
| | |
857-246-8998 |
(Registrant’s telephone number, including area code) |
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 (§ 232.405 of this chapter) 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
|
| | | |
Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | Smaller reporting company | ý |
Emerging growth company | ý | | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ý
The number of outstanding shares of the registrant’s common stock, par value $0.001 per share, as of August 8, 2017 was 44,308,775.
EXPLANATORY NOTE
Pieris Pharmaceuticals, Inc. (the “Company”) is filing this Amendment No. 1 (this “Amendment”) to its Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 (the “Form 10-Q”), originally filed on August 11, 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 10.1, 10.2 and 10.4, as originally filed with the Form 10-Q. This Amendment is being filed solely to re-file Exhibits 10.1, 10.2 and 10.4 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-Q. This Amendment does not reflect events occurring after the filing of the Form 10-Q 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-Q in any way.
PART II
Item 6. Exhibits
EXHIBIT INDEX
|
| | |
Exhibit No. | | Exhibit Description |
| | License & Collaboration Agreement by and between Pieris Pharmaceuticals Inc., Pieris Pharmaceuticals GmbH & Pieris Australia Pty. Limited and AstraZeneca AB, dated as of May 2, 2017. |
| | Non-Exclusive Anticalin® Platform Technology License Agreement, by and between Pieris Pharmaceuticals Inc., Pieris Pharmaceuticals GmbH and Pieris Australia Pty. Limited and AstraZeneca AB, dated as of May 2, 2017. |
| | Amendment No. 1 to the Research Collaboration and License Agreement by and between Pieris Pharmaceuticals Inc., Pieris Pharmaceuticals GmbH, F. Hoffman-La Roche Ltd. And Hoffman-La Roche Inc., effective as of May 31, 2017 (incorporated by reference to Exhibit 10.3 of the Company’s quarterly report on Form 10-Q filed August 11, 2017 (File. No. 001-37471)). |
| | First Amendment to the License and Collaboration Agreement by and between Les Laboratoires Servier, Institut de Recherches Internationales Servier, Pieris Pharmaceuticals, Inc. and Pieris Pharmaceuticals GmbH, effective as of June 16, 2017. |
| | Employment Agreement by and between Pieris Pharmaceuticals, Inc. and Allan Reine, dated as of August 9, 2017 (incorporated by reference to Exhibit 10.5 of the Company’s quarterly report on Form 10-Q filed August 11, 2017 (File. No. 001-37471)). |
| | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Principal Executive Officer. |
| | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Principal Financial Officer. |
| | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Principal Executive Officer (previously filed as part of the Form 10-Q). |
| | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Principal Financial Officer (previously filed as part of the Form 10-Q). |
101.INS | | XBRL Instance Document (previously filed as part of the Form 10-Q). |
101.SCH | | XBRL Taxonomy Extension Schema Document (previously filed as part of the Form 10-Q). |
101.CAL | | XBRL Taxonomy Extension Calculation Linkbase Document (previously filed as part of the Form 10-Q). |
101.DEF | | XBRL Taxonomy Extension Definition Linkbase Document (previously filed as part of the Form 10-Q). |
101.LAB | | XBRL Taxonomy Extension Label Linkbase Document (previously filed as part of the Form 10-Q). |
101.PRE | | XBRL Taxonomy Presentation Linkbase Document (previously filed as part of the Form 10-Q). |
± Confidential treatment requested as to portions of the exhibit. Confidential materials omitted and filed separately with the SEC.
* Indicates management contract or compensatory plan.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Pieris Pharmaceuticals, Inc.
Date: April 26, 2018
By: /s/Stephen S. Yoder
Stephen S. Yoder
President, Chief Executive Officer and Director
Date: April 26, 2018
By: /s/Allan Reine
Allan Reine
Chief Financial Officer