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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2021
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission file number: 001-37471
PIERIS PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Nevada 
EIN 30-0784346
(State or other jurisdiction of
incorporation or organization)		 (I.R.S. Employer
Identification No.)
255 State Street, 9th Floor
Boston, MA
United States
 2109
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code
857-246-8998
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class Trading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.001 per share PIRS
The Nasdaq Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ☐    No  ý
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.     Yes  ☐    No  ý
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes ý No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes   ý No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☐  Accelerated filer 
☐
Non-accelerated filer 
☒
  Smaller reporting company 
☒
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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ý
The aggregate market value of the registrant's common stock held by non-affiliates of the registrant on June 30, 2021, the last business day of the registrant’s most recently completed second fiscal quarter, based on the closing price on that date of $3.83, was $170,606,113.
As of February 24, 2022, the registrant had 74,077,417 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE
Certain information required in Part III of this Annual Report on Form 10-K is incorporated from the Registrant’s Proxy Statement for the 2022 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission.
Auditor Name: Ernst & Young LLP        Auditor Location: Boston, Massachusetts        Auditor ID: 00042

EXPLANATORY NOTE REGARDING THIS FORM 10-K/A

The sole purpose of this Amendment No. 1 on Form 10-K/A (the “Amendment”) is to amend the Annual Report on Form 10-K of Pieris Pharmaceuticals, Inc. (the “Company”) as filed with the Securities and Exchange Commission (the “SEC”) on March 2, 2022 (the “Original Filing”) to refile Exhibit 23.1, Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm (the “Auditor Consent”).

The Auditor Consent has been revised to include consent to the incorporation by reference of Ernst & Young LLP’s report dated March 1, 2022, with respect to the consolidated financial statements of the Company included in the Original Filing, of three additional registration statements filed by the Company which were omitted due to a scrivener's error: Form S-3 (File Nos. 333-256218 and 333-258497) and Form S-8 (File No. 333-258502). This Amendment does not otherwise modify, amend, or update in any way the disclosures contained in the Original Filing. Accordingly, this Form 10-K/A should be read in conjunction with the Original Filing and the Company’s other filings made with the SEC after the date of the Original Filing.




PART IV

Item 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES
Item 15(a). The following documents were filed as part of the Original Filing:
Item 15(a)(1) and (2) See “Index to Consolidated Financial Statements” on page F-1 to the Original Filing. Other financial statement schedules have not been included because they are not applicable or the information is included in the financial statements or notes thereto.
Item 15(a)(3) Exhibits
 The following is a list of exhibits filed or incorporated by reference as part of the Original Filing and this Amendment and such exhibits are incorporated herein by reference.
Exhibit
Number
Exhibit DescriptionIncorporated by
Reference herein
from Form or
Schedule		Filing DateSEC File /
Registration
Number
Acquisition Agreement, dated as of December 17, 2014, by and among the Registrant, Pieris AG and the former stockholders of Pieris AG named thereinForm 8-K (Exhibit 2.1)December 18, 2014333-190728
Amended and Restated Articles of Incorporation of the RegistrantForm 8-K (Exhibit 3.1)December 18, 2014333-190728
Certificate of Designation of Series A Convertible Preferred StockForm 10-Q (Exhibit 3.1)August 11, 2016001-37471
Certificate of Designation of Series B Convertible Preferred StockForm 8-K (Exhibit 3.1)February 4, 2019001-37471
Certificate of Designation of Series C Convertible Preferred StockForm 8-K (Exhibit 3.1)November 4, 2019001-37471
Certificate of Designation of Series D Convertible Preferred StockForm 8-K (Exhibit 3.1)April 6, 2020001-37471
Certificate of Designation of Series E Convertible Preferred Stock
Form 8-K (Exhibit 3.1)May 21, 2021001-37471
Amended and Restated Bylaws of the RegistrantForm 8-K (Exhibit 3.2)December 18, 2014333-190728
Amendment to the Amended and Restated Bylaws of the RegistrantForm 8-K (Exhibit 3.1)September 3, 2019001-37471
Form of Common Stock certificateForm 8-K (Exhibit 4.1)December 18, 2014333-190728
Form of Common Stock certificateForm 10-K (Exhibit 4.2)March 23, 2016001-37471
Description of Registered SecuritiesForm 10-K (Exhibit 4.3)March 13, 2020001-37471
2014 Employee, Director and Consultant Equity Incentive Plan#Form 8-K (Exhibit 10.1)December 18, 2014333-190728
Form of Stock Option Award Agreement under the Registrant’s 2014 Employee, Director and Consultant Equity Incentive Plan#Form 8-K (Exhibit 10.2)December 18, 2014333-190728
2016 Employee, Director and Consultant Equity Incentive Plan#Form 8-K (Exhibit 10.1)July 1, 2016001-37471


Form of Stock Option Award Agreement under the Registrant’s 2016 Employee, Director and Consultant Equity Incentive Plan#Form 10-K (Exhibit 10.4)March 30, 2017001-37471
2018 Employee, Director and Consultant Equity Incentive Plan#Form 8-K (Exhibit 10.1)July 26, 2018001-37471
Form of Stock Option Award Agreement under the Registrant’s 2018 Employee, Director and Consultant Equity Incentive Plan#Form S-8 (Exhibit 10.2)August 9, 2018333-226733
Form of Stock Option Award Agreement under the Registrant’s 2020 Employee, Director and Consultant Equity Incentive Plan#Form S-8 (Exhibit 10.2)August 5, 2021333-258502
2018 Employee Stock Purchase Plan#Form 8-K (Exhibit 10.2)July 26, 2018001-37471
2019 Employee, Director and Consultant Equity Incentive Plan#Form 8-K (Exhibit 10.1)July 31, 2019001-37471
2020 Employee, Director and Consultant Equity Incentive Plan#Form 8-K (Exhibit 10.1)June 29, 2020001-37471
2020 Employee, Director and Consultant Equity Incentive Plan, as amended#Form 8-K (Exhibit 10.1)June 29, 2021001-37471
Research and Licensing Agreement by and between Pieris AG and Technische Universität München, dated as of July 26, 2007±Form 10-K (Exhibit 10.10)March 30, 2015333-190728
License and Transfer Agreement by and between the Company and Enumeral Biomedical Holdings, Inc dated as of April 18, 2016±Form 10-Q/A (Exhibit 10.1)July 20, 2016001-37471
Definitive License and Transfer Agreement by and between the Company and Enumeral Biomedical Holdings, Inc. dated as of June 6, 2016±Form 10-Q (Exhibit 10.1)August 11, 2016001-37471
Amendment No.1 to Definitive License and Transfer Agreement by and between the Company and Enumeral Biomedical Holdings, Inc. effective as of January 3, 2017Form 10-K (Exhibit 10.14)March 30, 2017001-37471
Collaboration Agreement by and among the Registrant, Pieris Pharmaceuticals GmbH, Les Laboratoires Servier and Institut de Recherches Internationales Servier, dated as of January 4, 2017±Form 10-K/A (Exhibit 10.15)April 26, 2018001-37471
Non-Exclusive Anticalin Platform Technology License Agreement by and among the Registrant, Pieris Pharmaceuticals GmbH, Les Laboratoires Servier and Institut de Recherches Internationales Servier, dated as of January 4, 2017±Form 10-K/A (Exhibit 10.16)April 26, 2018001-37471
First Amendment to the License and Collaboration Agreement by and between Les Laboratoires Servier, Institut de Recherches Internationales Servier, Pieris Pharmaceuticals, Inc. and Pieris Pharmaceuticals GmbH, effective as of June 16, 2017±Form 10-Q/A (Exhibit 10.4)April 26, 2018001-37471


Letter Amendment to the License and Collaboration Agreement by and between Les Laboratoires Servier, Institut de Recherches Internationales Servier, Pieris Pharmaceuticals, Inc. and Pieris Pharmaceuticals GmbH, effective as of January 3, 2020+Form 10-K (Exhibit 10.16)March 13, 2020001-37471
License & Collaboration Agreement by and between Pieris Pharmaceuticals Inc., Pieris Pharmaceuticals GmbH & Pieris Australia Pty. Limited and AstraZeneca AB, dated as of May 2, 2017±Form 10-Q/A (Exhibit 10.1)April 26, 2018001-37471
Amendment No. 2, dated March 29, 2021, to the License & Collaboration Agreement by and between the Registrant and AstraZeneca AB±Form 10-Q (Exhibit 10.4)May 17, 2021001-37471
Non-Exclusive Anticalin® Platform Technology License Agreement, by and between Pieris Pharmaceuticals Inc., Pieris Pharmaceuticals GmbH and Pieris Australia Pty. Limited and AstraZeneca AB, dated as of May 2, 2017±Form 10-Q/A (Exhibit 10.2)April 26, 2018001-37471
Amendment No. 1, dated March 29, 2021, to the Non-Exclusive Anticalin® Platform Technology License Agreement, dated May 2, 2017, by and between the Registrant and AstraZeneca AB±Form 10-Q (Exhibit 10.5)May 17, 2021001-37471
Subscription Agreement, dated March 29, 2021, by and between the Registrant and AstraZeneca AB±Form 10-Q (Exhibit 10.6)May 17, 2021001-37471
License and Collaboration Agreement by and among the Registrant, Pieris GmbH and Seagen, Inc., dated February 8, 2018±Form 10-Q (Exhibit 10.1)May 10, 2018001-37471
Amendment No. 1 to License and Collaboration Agreement by and among the Registrant, Pieris GmbH and Seagen, Inc., dated June 2, 2020Form 10-Q (Exhibit 10.3)August 10, 2020001-37471
Amended and Restated License and Collaboration Agreement, dated March 24, 2021, by and between the Registrant and Seagen Inc.Form 10-Q (Exhibit 10.1)May 17, 2021001-37471
Combination Study Agreement, dated March 24, 2021, by and between the Registrant and Seagen Inc.Form 10-Q (Exhibit 10.2)May 17, 2021001-37471
Subscription Agreement, dated March 24, 2021, by and between the Registrant and Seagen Inc.Form 10-Q (Exhibit 10.3)May 17, 2021001-37471
Non-Exclusive Anticalin Platform Technology License Agreement by and among the Registrant, Pieris Pharmaceuticals GmbH and Seagen, Inc., dated February 8, 2018±Form 10-Q (Exhibit 10.2)May 10, 2018001-37471
Amendment No. 1 to Non-Exclusive Anticalin Platform Technology License Agreement by and among the Registrant, Pieris Pharmaceuticals GmbH and Seagen, Inc., dated June 2, 2020Form 10-Q (Exhibit 10.3August 10, 2020001-37471


Clinical Trial Collaboration and Supply Agreement by and among the Registrant and Eli Lilly and Company, dated August 10, 2020Form 10-Q (Exhibit 10.1)November 4, 2020001-37471
Exclusive Product License Agreement, dated April 24, 2021, by and among the Registrant, Pieris Pharmaceuticals GmbH and BP Asset XII, Inc.Form 10-Q (Exhibit 10.1)August 5, 2021001-37471
Research Collaboration and License Agreement, dated May 19, 2021, by and among the Registrant, Pieris Pharmaceuticals GmbH and Genentech, Inc.Form 10-Q (Exhibit 10.3)August 5, 2021001-37471
Form of Indemnification Agreement by and between the Registrant and each of its current directors and executive officers#Form 8-K (Exhibit 10.10)December 18, 2014333-190728
Employment Agreement by and between the Registrant and Stephen S. Yoder, dated as of December 17, 2014#Form 8-K (Exhibit 10.15)December 18, 2014333-190728
Employment Agreement by and between the Registrant and Ahmed Mousa, dated as of October 7, 2021#Form 10-Q (Exhibit 10.1)November 2, 2021001-37471
Employment Agreement by and between the Registrant and Tom Bures, dated as of October 7, 2021#Form 10-Q (Exhibit 10.2)November 2, 2021001-37471
Non-Employee Director Compensation Policy, as amended#Form 10-K (Exhibit 10.39)March 2, 2022001-37471
Agreement of Sublease by and between Berenberg Capital Markets LLC and the Registrant, dated as of August 27, 2015Form 10-Q (Exhibit 10.3)November 13, 2015001-37471
Subtenant Recognition and Attornment Agreement, by and among Pieris Pharmaceuticals, Inc., 225 State Street, LLC, and Berenberg Capital Markets LLC, dated as of May 31, 2019Form 10-Q (Exhibit 10.29.1)August 9, 2019001-37471
Lease Agreement by and between Pieris GmbH and Hallbergmoos Grundvermögen GmbH, dated October 24, 2018Form 10-K (Exhibit 10.30)March 18, 2019001-37471
Amendment No. 1 to Lease Agreement by and between Pieris GmbH and Hallbergmoos Grundvermögen GmbH, dated May 21, 2019 (English translation)Form 10-K (Exhibit 10.31)March 13, 2020001-37471
Amendment No. 2 to Lease Agreement by and between Pieris GmbH and Hallbergmoos Grundvermögen GmbH, dated February 13, 2020 (English translation)Form 10-K (Exhibit 10.32)March 13, 2020001-37471
Form of Securities Purchase Agreement, dated December 17, 2014, by and among the Registrant and the PurchasersForm 8-K (Exhibit 10.1)December 23, 2014333-190728
Form of Registration Rights Agreement, dated December 17, 2014, by and among the Registrant and the investors party theretoForm 8-K (Exhibit 10.2)December 23, 2014333-190728
Form of Warrant to Purchase Common Stock, dated December 17, 2014, issued by the RegistrantForm 8-K (Exhibit 10.3)December 23, 2014333-190728


Securities Purchase Agreement, dated June 2, 2016, by and among the Registrant and the Investors named thereinForm 8-K (Exhibit 10.1)June 6, 2016001-37471
Registration Rights Agreement, dated June 2, 2016, by and among the Registrant and the Investors named thereinForm 8-K (Exhibit 10.3)June 6, 2016001-37471
Form of Warrant to purchase Common Stock, dated June 2, 2016, issued by the RegistrantForm 8-K (Exhibit 10.2)June 6, 2016001-37471
Securities Purchase Agreement, dated November 2, 2019, by and among the Company and the Investors named thereinForm 8-K (Exhibit 10.1)November 4, 2019001-37471
Registration Rights Agreement, dated November 2, 2019, by and among the Company and the Investors named thereinForm 8-K (Exhibit 10.3)November 4, 2019001-37471
Form of Warrant to purchase Common Stock, dated November 2, 2019, issued by the RegistrantForm 8-K (Exhibit 10.2)November 4, 2019001-37471
Exchange Agreement, dated January 30, 2019, by and among the Registrant and Biotechnology Value Fund, L.P., Biotechnology Value Fund II, L.P., and Biotechnology Value Trading Fund OS, L.P.Form 8-K (Exhibit 10.1)February 4, 2019001-37471
Exchange Agreement, dated March 31, 2020, by and among the Registrant and Biotechnology Value Fund, L.P., Biotechnology Value Fund II, L.P., and Biotechnology Value Trading Fund OS, L.P.Form 8-K (Exhibit 10.1)April 6, 2020001-37471
Exchange Agreement by and among the Registrant and Biotechnology Value Fund, L.P., Biotechnology Value Fund II, L.P., Biotechnology Value Trading Fund OS, L.P., and MSI BVF SPV, L.L.C., dated as of May 20, 2021Form 8-K (Exhibit 10.1)May 21, 2021001-37471
Open Market Sale Agreement, dated as of August 9, 2019, by and between Pieris Pharmaceuticals, Inc. and Jefferies LLCForm 10-Q (Exhibit 10.1)August 9, 2019001-37471
Managing Director Services Agreement by and between Pieris Pharmaceuticals GmbH and Hitto Kaufmann, Ph.D., dated as of August 30, 2019#Form 10-Q (Exhibit 10.2)November 12, 2019001-37471
Non-Qualified Stock Option Agreement by and between the Registrant and Hitto Kaufmann, Ph.D., dated as of August 30, 2019#Form 10-Q (Exhibit 10.3)November 12, 2019001-37471
Form of Non-Qualified Stock Option Agreement by and between the Registrant and Tim Demuth, M.D., Ph.D.Form S-8 (Exhibit 10.3)August 5, 2021333-258502
Corporate Code of Ethics and Conduct and Whistleblower PolicyForm 10-K (Exhibit 14.1)March 31, 2021001-37471
List of SubsidiariesForm 10-K (Exhibit 10.39)44622001-37471
Consent of Ernst & Young LLP*


Certification of Stephen S. Yoder, Chief Executive Officer and President, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
Certification of Thomas Bures, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
Certification of Stephen S. Yoder, Chief Executive Officer and President, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350**
Certification of Thomas Bures, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350**
101.INSXBRL Instance Document*
101.SCHXBRL Taxonomy Extension Schema Document*
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
Form 10-K (Exhibit 101.CAL)
March 2, 2022
001-37471
101.DEFXBRL Taxonomy Extension Definition Linkbase DocumentForm 10-K (Exhibit 101.DEF)
March 2, 2022
001-37471
101.LABXBRL Taxonomy Extension Label Linkbase Document*
101.PREXBRL Taxonomy Extension Presentation Linkbase Document*
104Cover Page Interactive Data File (embedded within the Inline XBRL document)*
*Filed herewith
**Furnished herewith
±Confidential treatment received as to portions of the exhibit. Confidential materials omitted and filed separately with the SEC.
+Portions of the exhibit are omitted pursuant to Regulation S-K Item 601(b)(10)(iv). Copies of the unredacted exhibit will be furnished to the SEC upon request.
#Indicates a management contract or compensatory plan





SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
PIERIS PHARMACEUTICALS, INC.
July 6, 2022By: /s/ Stephen S. Yoder
 Stephen S. Yoder
 Chief Executive Officer and President