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    Amendment: SEC Form SC 13G/A filed by Pieris Pharmaceuticals Inc.

    11/14/24 9:07:46 AM ET
    $PIRS
    Biotechnology: Pharmaceutical Preparations
    Health Care
    Get the next $PIRS alert in real time by email
    SC 13G/A 1 p24-3210sc13ga.htm PIERIS PHARMACEUTICALS, INC.

     

    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549
     
     
    SCHEDULE 13G/A
     
    Under the Securities Exchange Act of 1934
    (Amendment No. 3)*
     

    Pieris Pharmaceuticals, Inc.

    (Name of Issuer)
     

    Common Stock, $0.001 par value per share

    (Title of Class of Securities)
     

    720795103

    (CUSIP Number)
     

    September 30, 2024

    (Date of Event Which Requires Filing of this Statement)
     
     
    Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
     
    ¨ Rule 13d-1(b)
    x Rule 13d-1(c)
    ¨ Rule 13d-1(d)
     
    (Page 1 of 7 Pages)

     

    ______________________________

    *The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

    The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

     

    CUSIP No. 720795103 13G/A Page 2 of 7 Pages

     

    1

    NAME OF REPORTING PERSON

     

    Lynx1 Capital Management LP

    2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (a)¨

    (b)¨

    3 SEC USE ONLY
    4

    CITIZENSHIP OR PLACE OF ORGANIZATION

    Delaware

    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON WITH
    5

    SOLE VOTING POWER

    0

    6

    SHARED VOTING POWER

    37,436

    7

    SOLE DISPOSITIVE POWER

    0

    8

    SHARED DISPOSITIVE POWER

    37,436

    9

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    37,436

    10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
    11

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

    2.8%

    12

    TYPE OF REPORTING PERSON

    PN

             

     

     

    CUSIP No. 720795103 13G/A Page 3 of 7 Pages

     

     

    1

    NAME OF REPORTING PERSON

     

    Weston Nichols

    2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (a)¨

    (b)¨

    3 SEC USE ONLY
    4

    CITIZENSHIP OR PLACE OF ORGANIZATION

    United States of America

    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON WITH
    5

    SOLE VOTING POWER

    0

    6

    SHARED VOTING POWER

    37,436

    7

    SOLE DISPOSITIVE POWER

    0

    8

    SHARED DISPOSITIVE POWER

    37,436

    9

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    37,436

    10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
    11

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

    2.8%

    12

    TYPE OF REPORTING PERSON

    IN

             

     

     

    CUSIP No. 720795103 13G/A Page 4 of 7 Pages

     

     

    Item 1(a). Name of Issuer.
       
      Pieris Pharmaceuticals, Inc. (the “Issuer”)

     

    Item 1(b). Address of Issuer’s Principal Executive Offices.
       
     

    255 State Street, 9th Floor

    Boston, MA 02109

     

    Item 2(a). Name of Person Filing.
       
      This statement is filed by:

     

      (i)

    Lynx1 Capital Management LP (the “Investment Manager”), a Delaware limited partnership, and the investment manager to Lynx1 Master Fund LP (the “Lynx1 Fund”), with respect to the shares of Common Stock (as defined in Item 2(d) below) directly held by the Lynx1 Fund; and

     

      (ii) Mr. Weston Nichols (“Mr. Nichols”), the sole member of Lynx1 Capital Management GP LLC, the general partner of the Investment Manager, with respect to the shares of Common Stock directly held by the Lynx1 Fund.

     

      The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.”
       
      The filing of this statement should not be construed as an admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Act, the beneficial owner of the shares of Common Stock reported herein.

     

    Item 2(b). Address of Principal Business Office.
       
     

    Lynx1 Capital Management LP

    151 Calle de San Francisco

    Suite 200, PMB 1237

    San Juan, PR 00901-1607

     

    Weston Nichols

    c/o Lynx1 Capital Management LP

    151 Calle de San Francisco

    Suite 200, PMB 1237

    San Juan, PR 00901-1607

       
    Item 2(c). Place of Organization.
       
     

    Investment Manager – Delaware

    Mr. Nichols – United States of America

     

     

    CUSIP No. 720795103 13G/A Page 5 of 7 Pages

     

     

    Item 2(d). Title of Class of Securities.
       
      Common stock, $0.001 par value per share (the “Common Stock”)

     

    Item 2(e). CUSIP Number.
       
      720795103

     

    Item 3. If this Statement is Filed Pursuant to §§ 240.13d-1(b) or 240.13d-2(b), or (c), check whether the Person Filing is a:

     

      (a) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
      (b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
      (c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
      (d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
      (e) ¨ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
      (f) ¨

    An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

     

      (g) o

    A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

     

      (h) ¨

    A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);

     

      (i) ¨

    A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

     

      (j) ¨ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
      (k) ¨ Group, in accordance with §240.13d-1(b)(1)(ii)(K).

     

     

    If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please

    specify the type of institution:______________________________________

     

    CUSIP No. 720795103 13G/A Page 6 of 7 Pages

     

     

     

    Item 4. Ownership.
       
      The information required by Items 4(a) – (c)  is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each  Reporting Person.
       
      The percentages set forth herein are calculated based upon 1,320,240 shares of Common Stock outstanding as of August 8, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, filed with the Securities and Exchange Commission on August 14, 2024.

     

    Item 5. Ownership of Five Percent or Less of a Class.
       
      If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:ý

     

    Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
       
      Not applicable.

     

    Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
       
      Not applicable.

     

    Item 8. Identification and Classification of Members of the Group.
       
      Not applicable.

     

    Item 9. Notice of Dissolution of Group.
       
      Not applicable.

     

    Item 10. Certification.
       
      By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

     

     

    CUSIP No. 720795103 13G/A Page 7 of 7 Pages

     

    SIGNATURE

    After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

     

    Date:  November 14, 2024  
     

    Lynx1 capital management lp

    By: Lynx1 Capital Management GP LLC, its general partner

     

       
      By:  /s/ Weston Nichols
      Name:  Weston Nichols
      Title:    Sole Member
       
       
       
       
      /s/ Weston Nichols
      WESTON NICHOLS

     

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