Palvella Therapeutics (PVLA) SC 13G/APIERIS PHARMACEUTICALS / BIOTECHNOLOGY VALUE FUND L P ownership change

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. 9)¹

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1) Includes 2,083,000 Shares (as defined below) underlying certain Series B Preferred Stock (as defined below). The Series B Preferred Stock is subject to the Conversion B Limitation (as defined below).

(1) Includes 2,083,000 Shares underlying certain Series B Preferred Stock. The Series B Preferred Stock is subject to the Conversion B Limitation.

(1) Includes 445,740 Shares underlying certain Series B Preferred Stock. The Series B Preferred Stock is subject to the Conversion B Limitation.

(1) Includes 445,740 Shares underlying certain Series B Preferred Stock. The Series B Preferred Stock is subject to the Conversion B Limitation.

(1) Includes 85,000 Shares underlying certain Series A Preferred Stock (as defined below). The Series A Preferred Stock is subject to the Conversion A Limitation (as defined below).

(1) Includes 85,000 Shares underlying certain Series A Preferred Stock. The Series A Preferred Stock is subject to the Conversion A Limitation.

(1) Includes 2,528,740 Shares underlying certain Series B Preferred Stock. The Series B Preferred Stock is subject to the Conversion B Limitation.

(1) Includes 85,000 Shares underlying certain Series A Preferred Stock and 2,528,740 Shares underlying certain Series B Preferred Stock. The Series A Preferred Stock is subject to the Conversion A Limitation and the Series B Preferred Stock is subject to the Conversion B Limitation.

(1) Includes 85,000 Shares underlying certain Series A Preferred Stock and 2,528,740 Shares underlying certain Series B Preferred Stock. The Series A Preferred Stock is subject to the Conversion A Limitation and the Series B Preferred Stock is subject to the Conversion B Limitation.

(1) Includes 85,000 Shares underlying certain Series A Preferred Stock and 2,528,740 Shares underlying certain Series B Preferred Stock. The Series A Preferred Stock is subject to the Conversion A Limitation and the Series B Preferred Stock is subject to the Conversion B Limitation.

Pieris Pharmaceuticals, Inc., a Nevada corporation (the “Issuer”).

255 State Street, 9th Floor
Boston, MA 02109

Biotechnology Value Fund, L.P. (“BVF”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

BVF I GP LLC (“BVF GP”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

Biotechnology Value Fund II, L.P. (“BVF2”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

BVF II GP LLC (“BVF2 GP”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

Biotechnology Value Trading Fund OS LP (“Trading Fund OS”)

PO Box 309 Ugland House

Grand Cayman, KY1-1104

Cayman Islands

Citizenship: Cayman Islands

BVF Partners OS Ltd. (“Partners OS”)

PO Box 309 Ugland House

Grand Cayman, KY1-1104

Cayman Islands

Citizenship: Cayman Islands

BVF GP Holdings LLC (“BVF GPH”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

BVF Partners L.P. (“Partners”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

BVF Inc.

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

Mark N. Lampert (“Mr. Lampert”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: United States

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

Common Stock, $0.001 par value per share (the “Shares”)

720795103

The Reporting Persons hold 85 shares of Series A Convertible Preferred Stock (the “Series A Preferred Stock”), convertible for an aggregate of 85,000 Shares. Each share of the Series A Preferred Stock is convertible into 1,000 Shares. The Series A Preferred Stock may not be converted if, after such conversion, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), more than 9.99% of the number of Shares then issued and outstanding (the “Conversion A Limitation”). As of the close of business on December 31, 2022, the Conversion A Limitation does not limit the conversion of any of the Series A Preferred Stock held by the Reporting Persons. In providing beneficial ownership described herein, the Reporting Persons have assumed that the Series A Preferred Stock owned by Trading Fund OS convertible into 85,000 Shares would be converted.

The Reporting Persons hold 4,026 shares of Series B Convertible Preferred Stock (the “Series B Preferred Stock”), convertible for an aggregate of 4,026,000 Shares. Each share of the Series B Preferred Stock is convertible into 1,000 Shares. The Series B Preferred Stock may not be converted if, after such conversion, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Exchange Act, more than 9.99% of the number of Shares then issued and outstanding (the “Conversion B Limitation”). As of the close of business on December 31, 2022, the Conversion B Limitation limits the aggregate conversion of the Series B Preferred Stock by the Reporting Persons to 2,528,740 out of the 4,026,000 Shares underlying the Series B Preferred Stock owned by the Reporting Persons in the aggregate. In providing beneficial ownership described herein, the Reporting Persons have assumed that certain of the Series B Preferred Stock owned by BVF and BVF2 convertible into 2,083,000 Shares and 445,740 Shares, respectively, would be converted, and the remaining Series B Preferred Stock held by the Reporting Persons would not be converted due to the Conversion B Limitation.

The Reporting Persons hold 3,506 shares of Series C Convertible Preferred Stock (the “Series C Preferred Stock”), convertible for an aggregate of 3,506,000 Shares. Each share of the Series C Preferred Stock is convertible into 1,000 Shares. The Series C Preferred Stock may not be converted if, after such conversion, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Exchange Act, more than 9.99% of the number of Shares then issued and outstanding (the “Conversion C Limitation”). As of the close of business on December 31, 2022, the Conversion C Limitation limits the aggregate conversion of the Series C Preferred Stock by the Reporting Persons to 0 out of the 3,506,000 Shares underlying the Series C Preferred Stock owned by the Reporting Persons in the aggregate. In providing beneficial ownership described herein, the Reporting Persons have assumed that the Series C Preferred Stock owned by each of BVF, BVF2 and Trading Fund OS would not be converted due to the Conversion C Limitation.

The Reporting Persons hold 3,000 shares of Series D Convertible Preferred Stock (the “Series D Preferred Stock”), convertible for an aggregate of 3,000,000 Shares. Each share of the Series D Preferred Stock is convertible into 1,000 Shares. The Series D Preferred Stock may not be converted if, after such conversion, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Exchange Act, more than 9.99% of the number of Shares then issued and outstanding (the “Conversion D Limitation”). As of the close of business on December 31, 2022, the Conversion D Limitation limits the aggregate conversion of the Series D Preferred Stock by the Reporting Persons to 0 out of the 3,000,000 Shares underlying the Series D Preferred Stock owned by the Reporting Persons in the aggregate. In providing beneficial ownership described herein, the Reporting Persons have assumed that the Series D Preferred Stock owned by each of BVF, BVF2 and Trading Fund OS would not be converted due to the Conversion D Limitation.

The Reporting Persons hold 5,000 shares of Series E Convertible Preferred Stock (the “Series E Preferred Stock”), convertible for an aggregate of 5,000,000 Shares. Each share of the Series E Preferred Stock is convertible into 1,000 Shares. The Series E Preferred Stock may not be converted if, after such conversion, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Exchange Act, more than 9.99% of the number of Shares then issued and outstanding (the “Conversion E Limitation”). As of the close of business on December 31, 2022, the Conversion E Limitation limits the aggregate conversion of the Series E Preferred Stock by the Reporting Persons to 0 out of the 5,000,000 Shares underlying the Series E Preferred Stock owned by the Reporting Persons in the aggregate. In providing beneficial ownership described herein, the Reporting Persons have assumed that the Series E Preferred Stock owned by each of BVF, BVF2 and Trading Fund OS and held in certain Partners managed accounts (the “Partners Managed Accounts”) would not be converted due to the Conversion E Limitation.

The Reporting Persons hold 3,522,000 Tranche C Warrants (the “C Warrants”) exercisable for an aggregate of 3,522,000 Shares. The C Warrants have an exercise price of $7.10 per share. The C Warrants may not be exercised if, after such exercise, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Exchange Act, more than 9.99% of the number of Shares then issued and outstanding (the “C Warrants Blocker”). As of the close of business on December 31, 2022, the C Warrants Blocker limits the aggregate exercise of the C Warrants by the Reporting Persons to 0 out of the 3,522,000 Shares underlying the C Warrants owned by the Reporting Persons in the aggregate. In providing beneficial ownership described herein, the Reporting Persons have assumed the C Warrants owned by each of BVF, BVF2 and Trading Fund OS and held in the Partners Managed Accounts would not be exercised due to the C Warrants Blocker.

As of the close of business on December 31, 2022, (i) BVF beneficially owned 4,623,054 Shares, including 2,083,000 Shares underlying certain Series B Preferred Stock held by it, and excluding (a) 1,796,000 Shares issuable upon the conversion of the Series C Preferred Stock held by it, (b) 1,759,000 Shares issuable upon the conversion of the Series D Preferred Stock held by it, (c) 2,670,000 Shares issuable upon the conversion of Series E Preferred Stock held by it, and (d) 1,796,000 Shares issuable upon the exercise of the C Warrants held by it, (ii) BVF2 beneficially owned 2,486,970 Shares, including 445,740 Shares underlying certain Series B Preferred Stock held by it, and excluding (a) 1,213,260 Shares issuable upon the conversion of the Series B Preferred Stock held by it, (b) 1,445,000 Shares issuable upon the conversion of the Series C Preferred Stock held by it, (c) 1,078,000 Shares issuable upon the conversion of the Series D Preferred Stock held by it, (d) 1,867,000 Shares issuable upon the conversion of the Series E Preferred Stock held by it, and (e) 1,445,000 Shares issuable upon the exercise of the C Warrants held by it, and (iii) Trading Fund OS beneficially owned 307,730 Shares, including 85,000 Shares issuable upon the conversion of the Series A Preferred Stock held by it, and excluding (a) 284,000 Shares issuable upon the conversion of the Series B Preferred Stock held by it, (b) 265,000 Shares issuable upon the conversion of the Series C Preferred Stock held by it, (c) 163,000 Shares issuable upon the conversion of the Series D Preferred Stock held by it, (d) 161,000 Shares issuable upon the conversion of the Series E Preferred Stock held by it, and (e) 265,000 Shares issuable upon the exercise of the C Warrants held by it.

BVF GP, as the general partner of BVF, may be deemed to beneficially own the 4,623,054 Shares beneficially owned by BVF.

BVF2 GP, as the general partner of BVF2, may be deemed to beneficially own the 2,486,970 Shares beneficially owned by BVF2.

Partners OS, as the general partner of Trading Fund OS, may be deemed to beneficially own the 307,730 Shares beneficially owned by Trading Fund OS.

BVF GPH, as the sole member of each of BVF GP and BVF2 GP, may be deemed to beneficially own the 7,110,024 Shares beneficially owned in the aggregate by BVF and BVF2.

Partners, as the investment manager of BVF, BVF2 and Trading Fund OS, and the sole member of Partners OS, may be deemed to beneficially own the 7,694,060 Shares beneficially owned in the aggregate by BVF, BVF2 and Trading Fund OS and held in the Partners Managed Accounts, including 276,306 Shares held in the Partners Managed Accounts, and excluding (a) 302,000 Shares issuable upon the exercise of the Series E Preferred Stock held in the Partners Managed Accounts, and (b) 16,000 Shares issuable upon the exercise of C Warrants held in the Partners Managed Accounts.

BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 7,694,060 Shares beneficially owned by Partners.

Mr. Lampert, as a director and officer of BVF Inc., may be deemed to beneficially own the 7,694,060 Shares beneficially owned by BVF Inc.

The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any Shares owned by another Reporting Person. BVF GP disclaims beneficial ownership of the Shares beneficially owned by BVF. BVF2 GP disclaims beneficial ownership of the Shares beneficially owned by BVF2. Partners OS disclaims beneficial ownership of the Shares beneficially owned by Trading Fund OS. BVF GPH disclaims beneficial ownership of the Shares beneficially owned by BVF and BVF2. Each of Partners, BVF Inc. and Mr. Lampert disclaims beneficial ownership of the Shares beneficially owned by BVF, BVF2 and Trading Fund OS and held in the Partners Managed Accounts, and the filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities.

The following percentages are based upon a denominator which is the sum of (i) 74,406,253 Shares outstanding, as of November 1, 2022, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 4, 2022, (ii) all of the 85,000 Shares underlying the Series A Preferred Stock currently convertible which are held by the Reporting Persons and (iii) certain or all of the 2,528,740 Shares underlying the Series B Preferred Stock currently convertible, as applicable, which are held by the Reporting Persons.

As of the close of business on December 31, 2022, (i) BVF beneficially owned approximately 6.0% of the outstanding Shares, (ii) BVF2 beneficially owned approximately 3.3% of the outstanding Shares, (iii) Trading Fund OS beneficially owned less than 1% of the outstanding Shares, (iv) BVF GP may be deemed to beneficially own approximately 6.0% of the outstanding Shares, (v) BVF2 GP may be deemed to beneficially own approximately 3.3% of the outstanding Shares, (vi) Partners OS may be deemed to beneficially own less than 1% of the outstanding Shares, (vii) BVF GPH may be deemed to beneficially own approximately 9.4% of the outstanding Shares, and (viii) each of Partners, BVF Inc. and Mr. Lampert may be deemed to beneficially own approximately 9.99% of the outstanding Shares (less than 1% of the outstanding Shares are held in the Partners Managed Accounts).

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

Not Applicable.

BVF GP, BVF GPH, Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the Shares beneficially owned by BVF. BVF GPH, Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the Shares beneficially owned by BVF2. Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the Shares beneficially owned by Trading Fund OS and held in the Partners Managed Accounts.

Not Applicable.

See Exhibit 99.1 to Amendment No. 5 to the Schedule 13G filed with the Securities and Exchange Commission on February 14, 2020.

Not Applicable.

By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2023