Shareholder Alert: Ademi LLP investigates whether Pieris Pharmaceuticals, Inc. has obtained a Fair Price for its Public Shareholders

Core Viewpoint - Ademi LLP is investigating Pieris for potential breaches of fiduciary duty and other legal violations related to its merger transaction with Palvella [1][3]. Transaction Details - Pieris will issue shares of common stock to pre-merger Palvella stockholders in exchange for the cancellation of Palvella's capital stock, resulting in Palvella becoming a wholly-owned subsidiary of Pieris [2]. - Post-merger, pre-merger Pieris stockholders are expected to own approximately 18% of the combined company, while pre-merger Palvella stockholders are expected to own approximately 82%, subject to adjustments and additional shares from a concurrent private placement [2]. - Pieris pre-merger stockholders will receive a contingent value right (CVR) for potential payments from proceeds under existing partnership agreements with Pfizer and Boston Pharmaceuticals [2]. Investigation Focus - The investigation is centered on the conduct of Pieris' board of directors and their fulfillment of fiduciary duties to all shareholders [3]. - Concerns have been raised regarding the transaction agreement, which allegedly imposes significant penalties on Pieris for accepting competing bids, potentially limiting shareholder value [5]. - Pieris insiders are expected to receive substantial benefits as part of the change of control arrangements [5].