UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.)*
| Pieris Pharmaceuticals, Inc. |
| (Name of Issuer) |
| |
| Common Stock, $0.001 par value |
| (Title of Class of Securities) |
| |
| 720795103 |
| (CUSIP Number) |
| |
| June 1, 2023 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| o | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| o | Rule 13d-1(d) |
*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 the disclosures provided in a prior cover page.
The information required in 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).
| CUSIP No. 720795103 | 13G | Page 1 of 9 Pages |
1. | NAME OF REPORTING PERSONS Checkpoint Capital (Master) Fund, LP |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o |
3. | SEC USE ONLY |
4. | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH | 5. | SOLE VOTING POWER 0 |
6. | SHARED VOTING POWER 4,938,486 |
7. | SOLE DISPOSITIVE POWER 0 |
8. | SHARED DISPOSITIVE POWER 4,938,486 |
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,938,486 |
10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o |
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.0% (See Note 1) |
12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN |
| | | | |
| (1) | Based on 82,019,103 outstanding shares of Common Stock (as defined in Item 2(d) below) as of May 8, 2023 represented in the Issuer's 10-Q filed with the Securities and Exchange Commission ("SEC") on May 11, 2023. |
| CUSIP No. 720795103 | 13G | Page 2 of 9 Pages |
1. | NAME OF REPORTING PERSONS Checkpoint Capital, LP |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o |
3. | SEC USE ONLY |
4. | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH | 5. | SOLE VOTING POWER 0 |
6. | SHARED VOTING POWER 4,938,486 (See Note 3) |
7. | SOLE DISPOSITIVE POWER 0 |
8. | SHARED DISPOSITIVE POWER 4,938,486 (See Note 3) |
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,938,486 (See Note 3) |
10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o |
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.0% (See Note 2) |
12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA, HC |
| | | | |
| (3) | Pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended, Checkpoint Capital, LP expressly disclaims beneficial ownership over any of the securities reported in this statement, and the filing of this statement shall not be construed as an admission that Checkpoint Capital, LP is the beneficial owner of any of the securities reported herein.
|
| CUSIP No. 720795103 | 13G | Page 3 of 9 Pages |
1. | NAME OF REPORTING PERSONS Sam Huang |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o |
3. | SEC USE ONLY |
4. | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH | 5. | SOLE VOTING POWER 0 |
6. | SHARED VOTING POWER 4,938,486 |
7. | SOLE DISPOSITIVE POWER 0 |
8. | SHARED DISPOSITIVE POWER 4,938,486 |
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,938,486 |
10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o |
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.0% (See Note 4) |
12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN, HC |
| | | | |
(4) See Note (1) Above.
| CUSIP No. 720795103 | 13G | Page 4 of 9 Pages |
| Item 1(a). | Name of Issuer: |
Pieris Pharmaceuticals, Inc. (the “Issuer”)
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
225 Franklin Street, 26th Floor
Boston, MA 02110
| Item 2(a). | Name of Persons Filing: |
This statement is filed by the entities and persons listed below, who are collectively referred to herein as "Reporting Persons", with respect to the shares of Common Stock (as defined in Item 2(d) below) of the Company:
| (i) | Checkpoint Capital (Master) Fund, LP |
| (ii) | Checkpoint Capital, LP |
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
| (i) | Checkpoint Capital (Master) Fund, LP |
c/o Checkpoint Capital, LP
611 Washington Street, #2204
San Francisco, CA 94111
| (ii) | Checkpoint Capital, LP |
611 Washington Street, #2204
San Francisco, CA 94111
c/o Checkpoint Capital, LP
611 Washington Street, #2204
San Francisco, CA 94111
| (i) | Checkpoint Capital (Master) Fund, LP – DE |
| (ii) | Checkpoint Capital, LP – DE |
| Item 2(d). | Title of Class of Securities: |
Common Stock, $0.001 par value per share (“Common Stock”)
720795103
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: |
Not Applicable.
| CUSIP No. 720795103 | | 13G | | Page 5 of 9 Pages |
| (i) | Checkpoint Capital (Master) Fund, LP |
| (a) | Amount beneficially owned: 4,938,486 (See Note 5) |
| (b) | Percent of class: 6.0% (See Note 6) |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: 0 |
| (ii) | Shared power to vote or to direct the vote: 4,938,486 (see Note 5) |
| (iii) | Sole power to dispose or to direct the disposition of: 0 |
| (iv) | Shared power to dispose or to direct the disposition of: 4,938,486 (See Note 5) |
| (ii) | Checkpoint Capital, LP |
| (a) | Amount beneficially owned: 4,938,486 (See Note 5) |
| (b) | Percent of class: 6.0% (See Note 6) |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: 0 |
| (ii) | Shared power to vote or to direct the vote: 4,938,486 (see Note 5) |
| (iii) | Sole power to dispose or to direct the disposition of: 0 |
| (iv) | Shared power to dispose or to direct the disposition of: 4,938,486 (See Note 5) |
| (a) | Amount beneficially owned: 4,938,486 (See Note 5) |
| (b) | Percent of class: 6.0% (See Note 6) |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: 0 |
| (ii) | Shared power to vote or to direct the vote: 4,938,486 (See Note 5) |
| (iii) | Sole power to dispose or to direct the disposition of: 0 |
| (iv) | Shared power to dispose or to direct the disposition of: 4,938,486 (See Note 5) |
| CUSIP No. 720795103 | | 13G | | Page 6 of 9 Pages |
Note 5:
Checkpoint Capital, LP, which serves as the investment manager to Checkpoint Capital (Master) Fund, LP ("the Fund"), may be deemed to be the beneficial owner of all shares of Common Stock held by the Fund. Mr. Sam Huang, as Managing Member of Checkpoint Capital LP, with the power to exercise investment and voting discretion, may be deemed to be the beneficial owner of all shares of Common Stock held by the Fund. Pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended, Checkpoint Capital, LP and Mr. Sam Huang expressly disclaim beneficial ownership over any of the securities reported in this statement, and the filing of this statement shall not be construed as an admission that Checkpoint Capital, LP or Mr. Sam Huang are the beneficial owner of any of the securities reported herein.
Note 6:
Based on 82,019,103 outstanding shares of Common Stock as of May 8, 2023 represented in the Issuer's 10-Q filed with the SEC on May 11, 2023.
| Item 5. | Ownership of Five Percent or Less of a Class: |
Not Applicable.
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person: |
See Note 5 above. The Fund has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock covered by this Statement.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: |
See Note 5 above.
| Item 8. | Identification and Classification of Members of the Group: |
Not Applicable.
| Item 9. | Notice of Dissolution of Group: |
Not Applicable.
| CUSIP No. 720795103 | | 13G | | Page 7 of 9 Pages |
Each of the Reporting Persons makes the following certification:
By signing below each Reporting Person 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. After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Date: June 12, 2023
Checkpoint Capital (Master) Fund, LP
By: Checkpoint Capital (GP), LLC its General Partner
By: /s/ Sam Huang
Name: Sam Huang.
Title: Managing Member
Checkpoint Capital, LP
By: /s/ Sam Huang
Name: Sam Huang
Title: Managing Member
SAM HUANG
By: /s/ Sam Huang
| CUSIP No. 720795103 | | 13G | | Page 8 of 9 Pages |
EXHIBIT A
Joint Filing Agreement Pursuant to Rule 13d-1
This agreement is made pursuant to Rule 13d-l(k)(1) under the Securities Exchange Act of 1934, as amended (the "Act") by and among the parties listed below, each referenced to herein as a "Joint Filer". The Joint Filers agree that a statement of beneficial ownership as required by Sections 13(g) or 13(d) of the Act and the rules thereunder may be filed on each of his, her or its behalf on Schedule 13G or Schedule 13D, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1(k).
| Dated: June 12, 2023 |
| | | |
Checkpoint Capital (Master) Fund, LP By: Checkpoint Capital (GP), LLC, its General Partner By: /s/ Sam Huang Name: Sam Huang Title: Managing Member Checkpoint Capital, LP By: /s/ Sam Huang Name: Sam Huang Title: Managing Member SAM HUANG By: /s/ Sam Huang |
| CUSIP No. 720795103 | | 13G | | Page 9 of 9 Pages |
