Proxy Results - Form 425

Item 3.03 Material Modification to Rights of Security Holders.

On December 11, 2024, Pieris Pharmaceuticals, Inc. ("Pieris" or the "Company") held a special meeting of its stockholders (the "Special Meeting") at which the Company's stockholders considered and adopted the proposals outlined in the definitive proxy statement/prospectus statement, dated November 8, 2024 (the "Proxy Statement"), and filed by the Company with the Securities and Exchange Commission (the "SEC") on November 8, 2024. At the Special Meeting, the Company's stockholders approved an amendment to the amended and restated articles of incorporation of the Company (the "Authorized Share Increase Amendment") to implement an increase in the number of authorized shares of common stock from 3,750,000 to 200,000,000 (the "Share Increase"). On December 12, 2024, the Company filed the Share Increase Amendment with the Nevada Secretary of State to effect the Share Increase effective on December 12, 2024. As a result of the Share Increase, the number of authorized shares of the Company's common stock was increased from 3,750,000 to 200,000,000 shares. The foregoing description of the Authorized Share Increase Amendment does not purport to be complete and is subject to, and qualified by, the full text of such document, a copy of which is filed as Exhibit 3.1 hereto and is incorporated by reference herein.

On December 12, 2024, the Company redeemed the Series F Preferred Stock automatically following the effectiveness of the Share Increase, as further described in Item 5.07 of this Current Report on Form 8-K. As a result of the redemption, the holder of the Series F Preferred Stock received consideration of $0.01 in cash. Following the effectiveness of such redemption upon the effectiveness of the Share Increase, on December 12, 2024, the Company filed a Certificate of Withdrawal with the Nevada Secretary of State to withdraw the Certificate of Designation relating to the Series F Preferred Stock. The foregoing description of the Certificate of Withdrawal does not purport to be complete and is subject to, and qualified by, the full text of such document, a copy of which is filed as Exhibit 3.2 hereto and is incorporated by reference herein.