PALVELLA THERAPEUTICS, INC.
For the period ended Dec 31, 2025. Filed Mar 31, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 31, 2026
PVLA$174.08-1.0%Stored close · as of Nov 9, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 16. Form 10-K Summary
Exhibit Index
| Incorporated by Reference (if applicable) | ||||||
|---|---|---|---|---|---|---|
| ExhibitNumber | Exhibit Description | Form | File No. | Exhibit | Filing Date | Filed Herewith |
| 2.1 | Agreement and Plan of Merger dated as of July 23, 2024, by and among Pieris Pharmaceuticals, Inc., Polo Merger Sub, Inc., and Palvella Therapeutics, Inc. | 8-K | 001-37471 | 2.1 | July 24, 2024 | |
| 3.1 | Amended and Restated Articles of Incorporation | 8-K | 333-190728 | 3.1 | December 18, 2014 | |
| 3.2 | Certificate of Change to Articles of Incorporation | 8-K | 001-37471 | 3.1 | April 18, 2024 | |
| 3.3 | Certificate of Amendment to Articles of Incorporation | 8-K | 001-37471 | 3.9 | December 13, 2024 | |
| 3.4 | Certificate of Withdrawal of the Series F Certificate of Designation | 8-K | 001-37471 | 3.10 | December 13, 2024 | |
| 3.5 | Certificate of Amendment to Articles of Incorporation | 8-K | 001-37471 | 3.11 | December 13, 2024 | |
| 3.6 | Amended and Restated Bylaws | 8-K | 333-190728 | 3.2 | December 18, 2014 | |
| 3.7 | Amendment to the Amended and Restated Bylaws | 8-K | 001-37471 | 3.1 | September 3, 2019 | |
| 4.1 | Description of Securities | X | ||||
| 4.2 | Form of Common Stock Certificate | 8-K | 001-37471 | 4.1 | December 13, 2024 | |
| 4.3 | Form of Pre-Funded Warrant | 8-K | 001-37471 | 4.1 | July 24, 2024 | |
| 10.1* | Form of Indemnification Agreement | 8-K | 333-190728 | 10.10 | December 18, 2014 | |
| 10.2* | 2018 Employee Stock Purchase Plan | 8-K | 001-37471 | 10.2 | July 26, 2018 | |
| 10.3* | 2023 Employee Stock Purchase Plan | 10-Q | 001-37471 | 10.2 | August 10, 2023 | |
| 10.4* | 2014 Employee, Director and Consultant Equity Incentive Plan | 8-K | 333-190728 | 10.1 | December 18, 2014 | |
| 10.5* | 2016 Employee, Director and Consultant Equity Incentive Plan | 8-K | 011-37471 | 10.1 | July 1, 2016 | |
| 10.6* | 2019 Employee, Director and Consultant Equity Incentive Plan | 8-K | 001-37471 | 10.1 | July 31, 2019 | |
| 10.7* | 2020 Employee, Director and Consultant Equity Incentive Plan | 8-K | 001-37471 | 10.1 | June 29, 2020 | |
| 10.8* | 2020 Employee, Director and Consultant Equity Incentive Plan, as amended | 8-K | 001-37471 | 10.1 | June 29, 2021 | |
| 10.9* | 2020 Employee, Director and Consultant Equity Incentive Plan, as amended | 8-K | 001-37471 | 10.1 | June 27, 2022 | |
| 10.10* | 2020 Employee, Director and Consultant Equity Incentive Plan, as amended | 8-K | 0001-37471 | 10.1 | June 26, 2023 | |
| 10.11# | Development Funding and Royalties Agreement, dated December 13, 2018, by and between Ligand Pharmaceuticals, Inc. and Palvella Therapeutics, Inc. | S-4/A | 333-281459 | 10.18 | November 5, 2024 |
| 10.12 | First Amendment to Development Funding and Royalties Agreement, dated May 22, 2020, by and between Ligand Pharmaceuticals, Inc. and Palvella Therapeutics, Inc. | S-4 | 333-281459 | 10.19 | August 9, 2024 |
| 10.13# | Second Amendment to Development Funding and Royalties Agreement, dated November 28, 2023, by and between Ligand Pharmaceuticals, Inc. and Palvella Therapeutics, Inc. | S-4/A | 333-281459 | 10.20 | November 5, 2024 |
| 10.14* | Employment Agreement, dated May 20, 2020, by and between Wesley Kaupinen and Palvella Therapeutics, Inc. | S-4 | 333-281459 | 10.21 | August 9, 2024 |
| 10.15* | Severance Agreement, dated May 22, 2020, by and between Kathleen Goin and Palvella Therapeutics, Inc. | S-4 | 333-281459 | 10.24 | August 9, 2024 |
| 10.16* | Offer Letter, dated July 27, 2020, by and between Jeffrey Martini and Palvella Therapeutics, Inc. | S-4 | 333-281459 | 10.25 | August 9, 2024 |
| 10.17* | Offer Letter, dated August 19, 2019, by and between Kathleen Goin and Palvella Therapeutics, Inc. | S-4 | 333-281459 | 10.26 | August 9, 2019 |
| 10.18*+ | Offer Letter, dated October 9, 2024, by and between Matthew Korenberg and Palvella Therapeutics, Inc. | S-4/A | 333-281459 | 10.27 | November 5, 2024 |
| 10.19* | Severance Agreement, dated October 10, 2024, by and between Matthew Korenberg and Palvella Therapeutics, Inc. | S-4/A | 333-281459 | 10.28 | November 5, 2024 |
| 10.20 | Offer Letter dated May 21, 2025, by and between Ashley Kline and Palvella Therapeutics, Inc. | 10-Q | 001-37471 | 10.1 | August 14, 2025 |
| 10.21 | Severance Agreement, dated May 21, 2025, by and between Ashley Kline and Palvella Therapeutics, Inc. | 10-Q | 001-37471 | 10.2 | August 14, 2025 |
| 10.22 | Contingent Value Rights Agreement, dated as of December 13, 2024, by and among, Palvella Therapeutics, Inc. (formerly Pieris Pharmaceuticals, Inc.), Shareholder Representative Services LLC and Computershare Inc. and Computershare Trust Company, N.A. | 8-K | 001-37471 | 10.27 | December 13, 2024 |
| 10.23* | Palvella Therapeutics, Inc. 2019 Equity Incentive Plan | S-4 | 333-281459 | 10.9 | August 9, 2024 |
| 10.24* | Amendment No. 1 to Palvella Therapeutics, Inc. 2019 Equity Incentive Plan | S-4 | 333-281459 | 10.12 | August 9, 2024 |
| 10.25* | Form of Incentive Stock Option Agreement under the Palvella Therapeutics, Inc. 2019 | S-4 | 333-281459 | 10.10 | August 9, 2024 |
| 10.26* | Form of Non-Qualified Stock Option Agreement under the Palvella Therapeutics, Inc. 2019 Equity Incentive Plan | S-4 | 333-281459 | 10.11 | August 9, 2024 | |
| 10.27* | Palvella Therapeutics, Inc. 2024 Equity Incentive Plan | 8-K | 001-37471 | 10.1 | December 12, 2024 | |
| 10.28* | Form of Stock Option Grant Notice and Stock Option Agreement | 8-K | 001-37471 | 10.29 | December 13, 2024 | |
| 10.29* | Form of Notice of Grant of Restricted Stock Units Award | 8-K | 001-37471 | 10.30 | December 13, 2024 | |
| 10.30 | Office Building Lease, dated October 1, 2025, by and between LMP 353, LLC and Palvella Therapeutics, Inc. | X | ||||
| 19.1∞ | Palvella Therapeutics, Inc. Insider Trading Policy | 10-K | 001-37471 | 19.1 | March 31, 2025 | |
| 21.1 | List of Subsidiaries of Palvella Therapeutics, Inc. | X | ||||
| 23.1 | Consent of Ernst & Young LLP | X | ||||
| 31.1 | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 31.2 | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 32.1 | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 32.2 | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 97.1 | Palvella Therapeutics, Inc. Clawback Policy | 10-K | 001-37471 | 97.1 | March 31, 2025 | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101) |
———————
∞
Exhibits and/or schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplementally copies of any of the omitted exhibits and schedules upon request by the SEC.
Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(a)(6).
Certain confidential information contained in this exhibit, marked by brackets, has been omitted pursuant to Item 601(b)(10)(iv) because the information (i) is not material and (ii) is the type of information that the Registrant both customarily and actually treats as private and confidential.
Indicates management contract or compensatory plan
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Palvella Therapeutics, Inc. | ||
| By: | ||
| Date: March 31, 2026 | /s/ Wesley H. Kaupinen | |
|---|---|---|
| Wesley H. Kaupinen | ||
| President and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
| Name | Title | Date |
|---|---|---|
| /s/ Wesley H. Kaupinen | President, Chief Executive Officer and Director | March 31, 2026 |
| Wesley H. Kaupinen | (principal executive officer) | |
| /s/ Matthew E. Korenberg | Chief Financial Officer and Treasurer | March 31, 2026 |
| Matthew E. Korenberg | (principal financial officer and principal accounting officer) | |
| /s/ George M. Jenkins | Chairman | March 31, 2026 |
| George M. Jenkins | ||
| /s/ Todd C. Davis | Director | March 31, 2026 |
| Todd C. Davis | ||
| /s/ Elaine J. Heron, PhD | Director | March 31, 2026 |
| Elaine J. Heron, PhD | ||
| /s/ Christopher Kiritsy | Director | March 31, 2026 |
| Christopher Kiritsy | ||
| /s/ Tadd S. Wessel | Director | March 31, 2026 |
| Tadd S. Wessel | ||
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
| Report of Independent Registered Public Accounting Firm (PCAOB ID# 00042) | F-2 |
|---|---|
| Consolidated Balance Sheets as of December 31, 2025 and 2024 | F-4 |
| Consolidated Statements of Operations and Comprehensive Loss for the Years ended December 31, 2025 and 2024 | F-5 |
| Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders’ Equity (Deficit) for the Years ended December 31, 2025 and 2024 | F-6 |
| Consolidated Statements of Cash Flows for the Years ended December 31, 2025 and 2024 | F-7 |
| Notes to Consolidated Financial Statements | F-8 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.