Palvella Therapeutics Announces Proposed Public Offering

Rhea-AI Summary

Palvella Therapeutics (Nasdaq: PVLA) announced a proposed underwritten public offering of $150.0 million of common stock, with a 30-day underwriter option to purchase up to an additional $22.5 million.

Palvella intends to use net proceeds to support development of QTORIN rapamycin and QTORIN pitavastatin, plus working capital and R&D. The offering is subject to market and other conditions and will be filed on Form S-3.

Positive

• Proceeds of $150.0M to fund development programs
• Up to $172.5M total including 30-day underwriter option
• Proceeds earmarked for QTORIN rapamycin and QTORIN pitavastatin

Negative

• Share issuance by company may dilute existing shareholders
• Completion subject to market and other conditions, no assurance of closing

Key Figures

Base offering size: $150.0 million Underwriters’ option: $22.5 million Option period: 30 days +5 more

8 metrics

Base offering size $150.0 million Underwritten public common stock offering

Underwriters’ option $22.5 million Additional common stock under 30-day option

Option period 30 days Underwriters’ option to purchase additional shares

Form type Form S-3 Shelf registration statement reference in offering

File number 333-292544 SEC registration statement file number

Effective date January 29, 2026 SEC effectiveness of registration statement

Share price $87.84 Last close prior to offering announcement

52-week range $18.05–$114.69 52-week low and high before offering news

Market Reality Check

Price: $120.41 Vol: Volume 328,117 is in line...

normal vol

$120.41 Last Close

Volume Volume 328,117 is in line with the 20-day average of 299,482 (rel. volume 1.1x). normal

Technical Shares at $87.84 are trading above the 200-day MA of $61.25 and 23.4% below the 52-week high of $114.69.

Peers on Argus

PVLA was up 2.54% pre-offering while close peers showed mixed moves (e.g., SVRA ...

PVLA was up 2.54% pre-offering while close peers showed mixed moves (e.g., SVRA +2.15%, RIGL -3%, KROS -2%), supporting a stock-specific setup rather than a coordinated biotech move.

Historical Context

5 past events · Latest: Feb 23 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Feb 23	Phase 3 call notice	Positive	+2.5%	Announced webcast to discuss Phase 3 SELVA topline results for QTORIN rapamycin.
Feb 02	Dermatology publication	Positive	+4.2%	Published systematic review supporting topical statins and outlining Phase 2 plans for QTORIN pitavastatin.
Jan 09	Corporate pipeline update	Positive	-5.1%	Provided 2026 outlook with SELVA Phase 3 timeline, NDA plans, and broader QTORIN pipeline strategy.
Jan 07	Leadership appointment	Positive	+11.7%	Appointed experienced medical affairs leader to support QTORIN programs and launch readiness.
Dec 16	Fast Track designation	Positive	+8.8%	Received FDA Fast Track for QTORIN rapamycin in angiokeratomas and outlined Phase 2 plans.

Pattern Detected

Positive clinical and corporate updates have often coincided with positive price reactions, with one notable negative divergence.

Recent Company History

Over the last several months, Palvella has reported a series of favorable developments, including Fast Track designation for QTORIN™ rapamycin, a detailed 2026 corporate outlook, and leadership expansion in medical affairs. Recent news also highlighted a scientific publication on topical statins and scheduled discussion of Phase 3 SELVA topline results. Share price reactions to these updates were mostly positive, with moves of +11.72%, +8.8%, +4.19%, and +2.54%, and one -5.1% decline after the January corporate update, suggesting generally supportive but occasionally volatile responses to news.

Market Pulse Summary

This announcement details a proposed underwritten public offering of $150.0 million in common stock,...

Analysis

This announcement details a proposed underwritten public offering of $150.0 million in common stock, plus a $22.5 million underwriters’ option, to fund development of QTORIN rapamycin and QTORIN pitavastatin as well as general corporate needs. The deal is made under a Form S-3 registration declared effective on January 29, 2026. In light of recent positive Phase 3 SELVA data and prior stock volatility, investors may watch final pricing, deal size, and subsequent development milestones closely.

Key Terms

underwritten public offering, shelf registration statement, form s-3, prospectus supplement, +1 more

5 terms

underwritten public offering financial

"announced that it has commenced an underwritten public offering of $150.0 million"

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

shelf registration statement regulatory

"The proposed offering is being made pursuant to a shelf registration statement on Form S-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form s-3 regulatory

"shelf registration statement on Form S-3 (File No. 333-292544) that was declared effective"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

prospectus supplement regulatory

"A preliminary prospectus supplement and accompanying prospectus relating to the proposed offering"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

joint bookrunning managers financial

"TD Cowen, Cantor, Stifel, Mizuho, LifeSci Capital, Oppenheimer & Co., Canaccord Genuity and H.C. Wainwright"

Joint bookrunning managers are the lead banks that work together to organize and sell a company’s new stock or bond offering, running the order book that records investor interest. Think of them as co-event planners who set the price, allocate shares to buyers and may commit to buy any unsold portion; their experience and reputation shape demand, pricing fairness and how stable the security is after it starts trading.

AI-generated analysis. Not financial advice.

WAYNE, Pa., Feb. 24, 2026 (GLOBE NEWSWIRE) -- Palvella Therapeutics, Inc. (“Palvella”) (Nasdaq: PVLA), a clinical-stage biopharmaceutical company focused on developing and commercializing novel therapies to treat patients suffering from serious, rare skin diseases and vascular malformations for which there are no U.S. Food and Drug Administration (FDA)-approved therapies, today announced that it has commenced an underwritten public offering of $150.0 million of shares of its common stock. In addition, Palvella expects to grant the underwriters a 30-day option to purchase up to an additional $22.5 million of shares of its common stock. All shares of common stock to be sold in the proposed offering are to be sold by Palvella. The proposed offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or the actual size or terms of the proposed offering.

TD Cowen, Cantor, Stifel, Mizuho, LifeSci Capital, Oppenheimer & Co., Canaccord Genuity and H.C. Wainwright & Co. are acting as joint bookrunning managers for the offering. Lucid Capital Markets, Jones, Clear Street and Craig-Hallum are acting as co-managers for the offering.

Palvella intends to use the net proceeds from the proposed offering to support the development of its programs, including QTORIN rapamycin and QTORIN pitavastatin, and for working capital and other general corporate purposes, including research and development expenses.

The proposed offering is being made pursuant to a shelf registration statement on Form S-3 (File No. 333-292544) that was declared effective by the Securities and Exchange Commission (“SEC”) on January 29, 2026. A preliminary prospectus supplement and accompanying prospectus relating to the proposed offering will be filed with the SEC and will be available for free on the SEC’s website at www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying prospectus relating to the proposed offering may be obtained, when available, from: TD Securities (USA) LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at TDManualrequest@broadridge.com; Cantor Fitzgerald & Co., Attention: Capital Markets, 110 East 59^th Street, 6^th Floor, New York, NY 10022 or by email at prospectus@cantor.com; or Stifel, Nicolaus & Company, Incorporated, Attention: Syndicate, One Montgomery Street, Suite 3700, San Francisco, CA 94104, by telephone at (415) 364‐2720 or by email at syndprospectus@stifel.com. The final terms of the offering will be disclosed in a final prospectus supplement to be filed with the SEC.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that state or jurisdiction.

About Palvella Therapeutics

Founded and led by rare disease drug development veterans, Palvella is a clinical-stage biopharmaceutical company focused on developing and commercializing novel therapies to treat patients suffering from serious, rare skin diseases and vascular malformations for which there are no FDA-approved therapies. Palvella is developing a broad pipeline of product candidates based on its patented QTORIN™ platform, with an initial focus on serious, rare skin diseases, many of which are lifelong in nature. Palvella’s lead product candidate, QTORIN™ 3.9% rapamycin anhydrous gel (QTORIN™ rapamycin), is currently being developed for the treatment of microcystic lymphatic malformations, cutaneous venous malformations, and clinically significant angiokeratomas. Palvella’s second product candidate, QTORIN™ pitavastatin, is currently being developed for the topical treatment of disseminated superficial actinic porokeratosis.

QTORIN™ rapamycin and QTORIN™ pitavastatin are for investigational use only and neither has been approved by the FDA or by any other regulatory agency for any indication.

Caution Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “may,” “might,” “will,” “should,” “believe,” “expect,” “anticipate,” “estimate,” “continue,” “predict,” “forecast,” “project,” “plan,” “intend,” or similar expressions, or statements regarding intent, belief, or current expectations are forward-looking statements and reflect the current beliefs of Palvella’s management. Such forward-looking statements include, without limitation, market conditions, statements relating to the completion, timing, size, use of proceeds of the proposed public offering on the anticipated terms or at all and the grant of the option to the underwriters to purchase additional shares of common stock. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors that could cause actual results and events to differ materially and adversely from those indicated by such forward-looking statements including, among others: risks and uncertainties related to market conditions and the satisfaction of customary closing conditions related to the proposed public offering, completion of the proposed public offering on the anticipated terms or at all, and other risks and uncertainties related to the proposed public offering, as well as the risks and uncertainties set forth in the “Risk Factors” section and elsewhere in the preliminary prospectus supplement related to the proposed public offering filed with the Securities and Exchange Commission and in our other filings with the Securities and Exchange Commission and available at www.sec.gov, including but not limited to Palvella’s periodic reports, including Palvella’s most recent annual report on Form 10-K, subsequent quarterly reports on Form 10-Q and current reports on Form 8-K. Any forward-looking statements that we make in this announcement speak only as of the date of this press release, and Palvella assumes no obligation to update forward-looking statements whether as a result of new information, future events or otherwise after the date of this press release, except as required under applicable law.

Contact Information:
Wesley H. Kaupinen
Founder and CEO, Palvella Therapeutics
wes.kaupinen@palvellatx.com

Media:
Marcy Nanus
Managing Partner, Trilon Advisors LLC
mnanus@trilonadvisors.com

FAQ

How much is Palvella (PVLA) seeking to raise in the February 24, 2026 offering?

Palvella is proposing to raise $150.0 million in common stock, with a 30-day option for an additional $22.5 million. According to the company, the option could bring total proceeds to $172.5 million if exercised.

What will Palvella (PVLA) use the offering proceeds for?

Proceeds will be used to support development of QTORIN rapamycin and QTORIN pitavastatin, plus working capital and R&D. According to the company, net proceeds will fund program development and general corporate purposes.

Who is managing Palvella's (PVLA) proposed public offering announced February 24, 2026?

The offering is led by TD Cowen, Cantor, Stifel, Mizuho, LifeSci Capital, Oppenheimer, Canaccord Genuity and H.C. Wainwright. According to the company, several firms act as joint bookrunning managers and co-managers.

Is the Palvella (PVLA) offering guaranteed to close and when will final terms be available?

No; the offering is subject to market and other conditions and may not complete. According to the company, final terms will be disclosed in a final prospectus supplement filed with the SEC.

Where can investors find the Palvella (PVLA) preliminary prospectus for the offering?

The preliminary prospectus supplement and accompanying prospectus will be filed with the SEC and available at www.sec.gov. According to the company, copies will also be available from the listed bookrunners when filed.