Current Report Filing (8-k)
February 27 2017 - 7:53AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 27, 2017
PIERIS PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in its Charter)
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Nevada
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001-37471
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EIN
30-0784346
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(State of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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255 State Street, 9
th
Floor
Boston, MA 02109
(Address
of principal executive offices, including zip code)
Registrants telephone number, including area code:
857-246-8794
Check the appropriate box below
if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Item 1.01
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Entry into a Material Definitive Agreement.
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On February 27, 2017, Pieris Pharmaceuticals, Inc.
(the Company) and Pieris Pharmaceuticals GmbH, a wholly-owned subsidiary of the Company (together with the Company, Pieris), entered into an Exclusive Option Agreement (the Option Agreement) with ASKA
Pharmaceutical Co., Ltd. (ASKA), pursuant to which ASKA will have an exclusive option to obtain an exclusive license to develop and commercialize Pieris
PRS-080
drug candidate targeting
hepcidin in Japan and certain other Asian markets.
Under the terms of the Option Agreement, Pieris will receive an option payment of $2.75 million
USD from ASKA. Following an analysis period after completion of the planned Phase 2a study of
PRS-080
in dialysis-dependent anemia patients to be conducted by Pieris, ASKA may exercise its option to obtain an
exclusive license to develop and commercialize
PRS-080
in Japan, South Korea and certain other Asian markets (excluding China). Should ASKA exercise the option, Pieris would be eligible for more than
$80 million USD in combined option exercise fee and milestone payments associated with development and commercialization of
PRS-080
in the first indication in Japan. Pieris may receive further development
milestones in additional indications, as well as in other countries within the ASKA territory. Pieris may also receive double-digit royalties on net sales of
PRS-080
in the licensed territory up to the
mid-
to high-teens.
The term of the Option Agreement, including the option rights granted therein, ends on the earlier
of (i) ASKAs written notice to Pieris of ASKAs decision not to exercise the option rights granted under the Option Agreement, (ii) ASKAs failure to exercise its option rights within sixty (60) days after the final
results of the phase 2a study are made available to ASKA, (iii) three (3) months from date on which Pieris delivers to ASKA the final results of the phase 2a study in the European Union, or (iv) Pieris and ASKAs execution of the
definitive agreements granting ASKA licenses to develop and commercialize
PRS-080
in the Japan, South Korea and certain other Asian countries as contemplated under the Option Agreement.
The foregoing description of the Option Agreement does not purport to be complete and is qualified in its entirety by reference to the Option Agreement, which
Pieris intends to file as exhibits to its Quarterly Report on Form
10-Q
for the quarter ending March 31, 2017. A copy of the press release announcing the Option Agreement is attached to this Current
Report as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits
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(d)
Exhibits.
99.1 Press Release, dated February 27, 2017.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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Dated: February 27, 2017
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PIERIS PHARMACEUTICALS, INC.
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By:
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/s/ Lance Thibault
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Name:
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Lance Thibault
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Title:
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Acting Chief Financial Officer
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EXHIBIT INDEX
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Exhibit
No.
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Description
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99.1
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Press Release, dated February 27, 2017.
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