PIERIS PHARMACEUTICALS, INC. (NASDAQ:PIRS) Files An 8-K Termination of a Material Definitive Agreement
Item1.02 Termination of Material Definitive Agreement.
On October5, 2016, Pieris Pharmaceuticals, Inc. (the Company)
entered into a Sales Agreement (the Agreement) with Cowen and
Company, LLC (Cowen) with respect to an at-the-market offering
program (the ATM Program), under which the Company could offer
and sell, from time to time at its sole discretion, shares of its
common stock, par value $0.001 per share (the Common Stock),
having an aggregate offering price of up to $35,000,000 (the
Placement Shares) through Cowen as its sales agent.
The Company filed a registration statement on Form S-3 (File
No.333-211844) with the Securities and Exchange Commission on
June3, 2016, as amended on July28, 2016, that was declared
effective on August3, 2016; a prospectus supplement covering
sales of the Placement Shares under the ATM Program (the ATM
Prospectus) was filed on October5, 2016.
On February7, 2017, the Company terminated the Sales Agreement,
effective on the same date. The Company has not offered or sold
any Placement Shares, and will not do so, in connection with the
ATM Program and the ATM Prospectus.
Item5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On February1, 2017, Pieris Pharmaceuticals, Inc. (the Company)
appointed Lance Thibault as the Companys Acting Chief Financial
Officer, its principal financial officer and principal accounting
officer, effective as of February2, 2017.
Mr.Thibault, 50, has been an independent advisor since 2010, and
currently is a consulting chief financial officer with Danforth
Advisors providing operational, financial and strategic services
at a number of private pharmaceutical companies in greater
Boston. Mr.Thibaults previous experience includes financial
leadership roles with Proteostasis Therapeutics, Inc. (NASDAQ:
PTI), Paratek Pharmaceuticals, Inc. (NASDAQ: PRTK), Dimension
Therapeutics (NASDAQ: DMTX) and Basilea Pharmaceutica Ltd (SIX
Swiss Exchange: BSLN). Prior to 2010, Mr.Thibault was Chief
Financial Officer and Treasurer of deCODE genetics, Inc. (NASDAQ:
DCGN), and a director at PricewaterhouseCoopers LLP. He received
a B.S. in Accountancy from Bentley College.
On February1, 2017, the Company entered into a consulting
agreement (the Consulting Agreement) with Danforth Advisors, LLC
(Danforth), to which Danforth will provide finance, accounting
and administrative functions to the Company, including the
services to be provided by Mr.Thibault as the Companys Acting
Chief Financial Officer. The Company will pay Danforth an hourly
rate of $300.00 per hour for such services and will reimburse
Danforth for expenses. The Consulting Agreement has an initial
term of one year and may be extended by mutual agreement of the
parties. The Consulting Agreement may be terminated by the
Company or Danforth with cause, upon 30 days written notice and
without cause, upon 60 days written notice.
Darlene Deptula-Hicks has stepped down as Senior Vice President,
Chief Financial Officer, and principal financial and principal
accounting officer of the Company, to pursue other opportunities.
In connection with Ms.Deptula-Hickss resignation, the Company
entered into a letter agreement (the Letter Agreement) with
Ms.Deptula-Hicks on February7, 2017 (the Separation Date)
outlining the terms of her separation. to the terms and
conditions of the Letter Agreement, Ms.Deptula-Hicks will receive
continued payment of her base salary for 12 months; payment of
the monthly amount then being charged by the Company for COBRA
coverage with respect to Ms.Deptula-Hicks and her dependents for
12 months; and payment of her 2016 annual discretionary bonus in
the amount of $120,000.
In addition, the Letter Agreement provides that the vesting of
twenty-five percent (25%)of the unvested portion of
Ms.Deptula-Hickss stock option award will be accelerated and the
exercise period of her stock option award will be extended until
February7, 2018. The stock option award issued to
Ms.Deptula-Hicks by the Company shall be exercised, to the extent
vested as of the Separation Date (including the acceleration
described above), by way of a net exercise method whereby the
Company shall withhold from the delivery of the shares of the
Companys common stock, par value $0.001 per share (the Common
Stock), such number of shares of
Common Stock having a fair market value on the exercise date
equal to the aggregate exercise price for the shares of Common
Stock for which each of the stock options is exercised.
Ms.Deptula-Hicks has agreed not to offer, sell, contract to sell,
pledge, grant any option to purchase or otherwise dispose of any
shares of more than 50,000 shares of Common Stock issued to such
option exercise per each rolling thirty day period.
Ms.Deptula-Hickss right to receive the foregoing is subject to,
among other obligations, her execution of a release of claims
against the Company, and her agreement that the intellectual
property, non-solicitation, and non-competition provisions set
forth in her original employment agreement, dated August27, 2015,
will continue to apply in accordance with their terms.
The foregoing is a summary description of the terms and
conditions of the Letter Agreement and is qualified in its
entirety by reference to the Letter Agreement, a copy of which
will be filed as an exhibit to the Companys Annual Report on Form
10-K for the year ended December31, 2016.
Item9.01 Financial Statements and Exhibits
(d)Exhibits.
| 99.1 | Press Release, dated February7, 2017. |
About PIERIS PHARMACEUTICALS, INC. (NASDAQ:PIRS)
Pieris Pharmaceuticals, Inc. is a clinical-stage biopharmaceutical company. The Company’s pipeline includes immuno-oncology multi-specifics tailored for the tumor micro-environment, an inhaled Anticalin to treat uncontrolled asthma and a half-life-optimized Anticalin to treat anemia. Its Anticalins proteins are a class of low molecular-weight therapeutic proteins derived from lipocalins, which are naturally occurring low-molecular weight human proteins typically found in blood plasma and other bodily fluids. It is focused on developing three drug candidates, which include PRS-080, PRS-060 and PRS-300 series. Its PRS-080 is an Anticalin drug candidate targeting hepcidin. The Company’s second Anticalin drug candidate, PRS-060, binds to the IL-4 receptor alpha-chain (IL-4RA), thereby inhibiting the actions of IL-4 and IL-13, two cytokines known to be mediators in the inflammatory cascade that causes asthma and other inflammatory diseases. PRS-343 is an Anticalin-based drug candidate. PIERIS PHARMACEUTICALS, INC. (NASDAQ:PIRS) Recent Trading Information
PIERIS PHARMACEUTICALS, INC. (NASDAQ:PIRS) closed its last trading session down -0.07 at 2.13 with 135,436 shares trading hands.