FORM D
Notice of Exempt Offering of Securities

UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.

OMB APPROVAL
OMB Number: 3235-0076
Expires: August 31, 2015
Estimated Average burden hours per response: 4.0
1. Issuer's Identity
CIK (Filer ID Number)Previous Name(s)NoneEntity Type
0001583648
Marika Inc.
Corporation
Limited Partnership
 Limited Liability Company
 General Partnership
 Business Trust
Other 
Name of Issuer
 PIERIS PHARMACEUTICALS, INC.
Jurisdiction of Incorporation/Organization
NEVADA 
Year of Incorporation/Organization
Over Five Years Ago
Within Last Five Years (Specify Year)
2013
Yet to Be Formed
 
  
  
 
2. Principal Place of Business and Contact Information
Name of Issuer
 PIERIS PHARMACEUTICALS, INC.
Street Address 1Street Address 2
 30 Lise-Meitner-Strasse
 
CityState/Province/CountryZIP/Postal CodePhone No. of Issuer
 Freising-Weihenstephan
 GERMANY
 
 85354
 4.90816E+13 




3. Related Persons

Last NameFirst NameMiddle Name
Yoder
Stephen
S.
Street Address 1Street Address 2
 c/o Pieris Pharmaceuticals, Inc., 
 30 Lise-Meitner-Strasse
CityState/Province/CountryZIP/Postal Code
 Freising-Weihenstephan
 GERMANY
 85354
 
Relationship:Executive OfficerDirectorPromoter
Clarification of Response (if Necessary)
Chief Executive Officer and President



Last NameFirst NameMiddle Name
Deptula-Hicks
Darlene
M.
Street Address 1Street Address 2
 c/o Pieris Pharmaceuticals, Inc. , 
 30 Lise-Metner-Strasse
CityState/Province/CountryZIP/Postal Code
 Freising-Weihenstephan
 GERMANY
 85354
 
Relationship:Executive OfficerDirectorPromoter
Clarification of Response (if Necessary)
Acting Chief Financial Officer



Last NameFirst NameMiddle Name
Khuong
Chau
Street Address 1Street Address 2
 c/o Pieris Pharmaceuticals, Inc. , 
 30 Lise-Metner-Strasse
CityState/Province/CountryZIP/Postal Code
 Freising-Weihenstephan
 GERMANY
 85354
 
Relationship:Executive OfficerDirectorPromoter
Clarification of Response (if Necessary)
Chairman of the Board of Directors



Last NameFirst NameMiddle Name
Takke
Christina
Street Address 1Street Address 2
 c/o Pieris Pharmaceuticals, Inc. , 
 30 Lise-Metner-Strasse
CityState/Province/CountryZIP/Postal Code
 Freising-Weihenstephan
 GERMANY
 85354
 
Relationship:Executive OfficerDirectorPromoter
Clarification of Response (if Necessary)
 



Last NameFirst NameMiddle Name
Richman
Michael
Street Address 1Street Address 2
 c/o Pieris Pharmaceuticals, Inc. , 
 30 Lise-Metner-Strasse
CityState/Province/CountryZIP/Postal Code
 Freising-Weihenstephan
 GERMANY
 85354
 
Relationship:Executive OfficerDirectorPromoter
Clarification of Response (if Necessary)
 



Last NameFirst NameMiddle Name
Prelack
Steven
Street Address 1Street Address 2
 c/o Pieris Pharmaceuticals, Inc. , 
 30 Lise-Metner-Strasse
CityState/Province/CountryZIP/Postal Code
 Freising-Weihenstephan
 GERMANY
 85354
 
Relationship:Executive OfficerDirectorPromoter
Clarification of Response (if Necessary)
 





4. Industry Group
 Agriculture
Banking & Financial Services
  Commercial Banking
  Insurance
 Investing
  Investment Banking
  Pooled Investment Fund

 Other Banking & Financial Services
 Business Services
Energy
  Coal Mining
  Electric Utilities
  Energy Conservation
  Environmental Services
  Oil & Gas
  Other Energy
Health Care
  Biotechnology
  Health Insurance
  Hospitals & Physicians
  Pharmaceuticals
  Other Health Care
   
   
   
  
 Manufacturing
Real Estate
 Commercial
 Construction
 REITS & Finance
 Residential
Other Real Estate
 Retailing
Restaurants
Technology
 Computers
 Telecommunications
 Other Technology
Travel
 Airlines & Airports
 Lodging & Conventions
 Tourism & Travel Services
 Other Travel
Other

  
   
5. Issuer Size
Revenue RangeAggregate Net Asset Value Range
No Revenues No Aggregate Net Asset Value
 $1 - $1,000,000$1 - $5,000,000
 $1,000,001 - $5,000,000 $5,000,001 - $25,000,000
$5,000,001 - $25,000,000 $25,000,001 - $50,000,000
$25,000,001 - $100,000,000 $50,000,001 - $100,000,000
 Over $100,000,000 Over $100,000,000
 Decline to Disclose Decline to Disclose
 Not Applicable Not Applicable

 
6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
Rule 504(b)(1) (not (i), (ii)
or (iii))
Rule 505      
Rule 504 (b)(1)(i) Rule 506(b)
Rule 504 (b)(1)(ii) Rule 506(c)
Rule 504 (b)(1)(iii)Securities Act Section 4(a)(5)
Investment Company Act Section 3(c)
 
 

7. Type of Filing
 New Notice Date of First Sale 
2014-12-17
 First Sale Yet to Occur
 Amendment


 
 
8. Duration of Offering
Does the Issuer intend this offering to last more than one year?  Yes  No
 
 
9. Type(s) of Securities Offered (select all that apply)
Pooled Investment Fund InterestsEquity
Tenant-in-Common Securities Debt
Mineral Property SecuritiesOption, Warrant or Other Right to Acquire Another Security
Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire SecurityOther (describe)
 
 
 
10. Business Combination Transaction
Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?  Yes  No
Clarification of Response (if Necessary)
 
 
 
11. Minimum Investment
Minimum investment accepted from any outside investor$
 2000
USD

12. Sales Compensation
Recipient Recipient CRD NumberNone
 Northland Securities, Inc.
  
(Associated) Broker or DealerNone(Associated) Broker or Dealer CRD Number None
 Trout Capital LLC
 131589
Street Address 1      Street Address 2
45 S. 7th Street, Suite 2000
 
City State/Province/CountryZIP/Postal Code
 Minneapolis
 MINNESOTA
 55402
State(s) of SolicitationAll StatesForeign/Non-US
 

Recipient Recipient CRD NumberNone
 Katalyst Securities LLC
 112494
(Associated) Broker or DealerNone(Associated) Broker or Dealer CRD Number None
 American Portfolios Financial Services, Inc.
 18487
Street Address 1      Street Address 2
15 Maiden Lane, Room 601
 
City State/Province/CountryZIP/Postal Code
 New York
 NEW YORK
 10038
State(s) of SolicitationAll StatesForeign/Non-US
 
ARIZONA
CALIFORNIA
COLORADO
CONNECTICUT
FLORIDA
INDIANA
IOWA
MARYLAND
MASSACHUSETTS
MICHIGAN
MINNESOTA
NEW YORK
NORTH CAROLINA
OHIO
PENNSYLVANIA
TEXAS
VIRGINIA

Recipient Recipient CRD NumberNone
 Katalyst Securities LLC
 112494
(Associated) Broker or DealerNone(Associated) Broker or Dealer CRD Number None
 Dinosaur Securities, L.L.C.
 104446
Street Address 1      Street Address 2
470 Park Avenue South
9th Floor
City State/Province/CountryZIP/Postal Code
 New York
 NEW YORK
 10016
State(s) of SolicitationAll StatesForeign/Non-US
 
ARIZONA
CALIFORNIA
COLORADO
CONNECTICUT
FLORIDA
INDIANA
IOWA
MARYLAND
MASSACHUSETTS
MICHIGAN
MINNESOTA
NEW YORK
NORTH CAROLINA
OHIO
PENNSYLVANIA
TEXAS
VIRGINIA




13. Offering and Sales Amounts
 
Total Offering Amount $
13559020
USDIndefinite
Total Amount Sold $
13559020
USD
Total Remaining to be Sold $
0
USDIndefinite
Clarification of Response (if Necessary)
  
 
14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of such non-accredited investors who already have invested in the offering
   
  Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
139
 
15. Sales Commissions & Finders’ Fees Expenses
Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
Sales Commissions$
1024671
USDEstimate
Finders' Fees$
0
USDEstimate
Clarification of Response (if Necessary)
Two placement agents and their designees received (i) cash commissions in the aggregate of up to 8% of the offerings gross proceeds and (ii) five-year warrants to purchase an aggregate of 8% of the number of shares sold in the offering.
 

16. Use of Proceeds
Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.
 $ 
0
USDEstimate
Clarification of Response (if Necessary)
 

Signature and Submission
 
Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.
Terms of Submission 
 In submitting this notice, each Issuer named above is: 
 
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, the information furnished to offerees.
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the Issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against it in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of:  (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Regulation D for one of the reasons stated in Rule 505(b)(2)(iii) or Rule 506(d).
 
Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.
For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.
 
IssuerSignatureName of SignerTitleDate
PIERIS PHARMACEUTICALS, INC./s/ Darlene M. Deptula-HicksDarlene Deptula-HicksActing Chief Financial Officer2014-12-31