Current Report Filing (8-k)
November 21 2017 - 8:41AM
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): November 17, 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, 9th Floor
Boston, MA 02109
United
States
(Address of principal executive offices, including zip code)
Registrants telephone number, including area code:
857-246-8998
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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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule
12b-2
of the Securities Exchange Act of 1934 (17 CFR
§240.12b-2).
Emerging Growth Company ☒
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 5.02: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On November 17, 2017, Chau Q. Khuong stepped down from the Board of
Directors (the Board) of Pieris Pharmaceuticals, Inc. (the Company). Mr. Khuongs resignation was not a result of any disagreement with the Company on any matter relating to the Companys operations, policies
or practices. Mr. Khuong previously served on the Companys Audit Committee and Compensation Committee. Mr. Khuong will be replaced on the Audit Committee by Julian Adams, M.D., a Board member since July 2016.
Item 7.01: Regulation FD Disclosure.
The Board has appointed James Geraghty, one of the Companys current directors, to serve as Chairman of the Board, replacing
Mr. Khuong. Mr. Geraghty has served on the Board since May 2017 and is an industry leader with thirty years of strategic and leadership experience, including more than twenty years as a senior member of executive teams at
biotechnology companies developing and commercializing innovative therapies.
Attached hereto as Exhibit 99.1 and incorporated by
reference herein is a copy of the press release announcing Mr. Geraghtys appointment as Chairman of the Board.
The information
set forth under this Item 7.01. Regulation FD Disclosure, including the exhibits attached hereto, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be
deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01: Financial Statements and Exhibits.
(d)
Exhibits
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99.1 Press Release dated
November 21, 2017 announcing Mr.
Geraghtys appointment as Chairman of the Board.
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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PIERIS PHARMACEUTICALS, INC.
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Dated: November 21, 2017
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/s/ Allan Reine
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Allan Reine
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Chief Financial Officer
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