Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, Pieris Pharmaceuticals, Inc. (the "Company") entered
into an Open Market Sale Agreement (the "Sales Agreement"), dated August 9,
2019, with Jefferies LLC ("Jefferies"), pursuant to which the Company may offer
and sell shares of its common stock, from time to time, up to an aggregate
amount of gross sales proceeds of $50.0 million through an "at the market
offering" program (the "2019 ATM Program"), under a shelf registration statement
on Form S-3 (File No. 333-226725).
In August 2021, the 2019 ATM Program expired, and the Company established a
second ATM offering program (the "2021 ATM Program") under the Sales Agreement,
pursuant to which the Company may offer and sell shares of its common stock,
from time to time, up to an aggregate amount of gross sales proceeds of
$50.0 million. As of November 4, 2022, the Company had offered and sold shares
of its common stock with an aggregate offering price of approximately $33.6
million pursuant to the 2021 ATM Program.
On November 4, 2022, the Company and Jefferies entered into an amendment to the
Sales Agreement (the "Amendment No. 1" and together with the Sales Agreement,
the "Amended Sales Agreement") to provide for an increase in the aggregate
offering amount under the Sales Agreement, such that as of November 4, 2022, the
Company may offer and sell shares of its common stock having an aggregate
offering price of up to $75.0 million pursuant to the prospectus supplement
filed on November 4, 2022, exclusive of shares previously sold under the 2021
ATM Program. The material terms and conditions of the Sales Agreement otherwise
remain unchanged.
Sales, if any, of the Company's shares of common stock through Jefferies will be
made by any method permitted by law deemed to be an "at the market offering" as
defined in Rule 415(a)(4) under the Securities Act of 1933, as amended,
including without limitation sales made directly on the Nasdaq Capital Market or
any other existing trading market for its common stock. Jefferies will use
commercially reasonable efforts to sell the shares from time to time, based upon
instructions from the Company (including any price, time or size limits or other
customary parameters or conditions it may impose). The Company is not obligated
to make any sales of shares under the Amended Sales Agreement.
The foregoing description of the material terms of the Amendment No. 1 is
qualified in its entirety by reference to the full texts of each of the Sales
Agreement, a copy of which was filed as Exhibit 10.1 to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 2019, filed with the SEC on
August 9, 2019 and is incorporated herein by reference, and the Amendment No. 1,
which is attached as Exhibit 1.1 hereto and is incorporated herein by reference.
The shares to be offered under the Amended Sales Agreement have been registered
pursuant to the Company's shelf registration statement on Form S-3 (File No.
333-258497) (the "Registration Statement"), and offerings for such shares will
be made only by means of a prospectus supplement. This Current Report on Form
8-K shall not constitute an offer to sell or solicitation of an offer to buy
these securities, nor shall there be any sale of these securities in any state
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities law of such state or
jurisdiction.
Brownstein Hyatt Farber Schreck, LLP, counsel to the Company, has issued a legal
opinion relating to the legality of the shares to be offered under the Amended
Sales Agreement. A copy of such legal opinion, including the consent included
therein, is attached as Exhibit 5.1 hereto.
--------------------------------------------------------------------------------
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
1.1 Amendment No. 1 to Sales Agreement, dated November 4, 2022, by and between
Pieris Pharmaceuticals, Inc. and Jefferies LLC
5.1 Opinion of Brownstein Hyatt Farber Schreck, LLP
23.1 Consent of Brownstein Hyatt Farber Schreck, LLP (included in Exhibit
5.1)
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses