Palvella Therapeutics, Inc. received an amended Schedule 13G/A from several Frazier Life Sciences entities reporting passive ownership of its common stock. Frazier Life Sciences Public Fund, L.P. directly holds 706,360 shares, representing 6.0% of the common stock, based on 11,836,490 shares outstanding as of November 7, 2025. Other affiliated Frazier funds hold smaller positions of 4,730, 7,517 and 3,793 shares. The group also holds prefunded warrants for additional shares that are subject to a 4.99% beneficial ownership cap upon exercise. The reporting persons certify the securities were not acquired to change or influence control of Palvella.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
Palvella Therapeutics, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
697947109
(CUSIP Number)
12/31/2025
(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)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
697947109
1
Names of Reporting Persons
Frazier Life Sciences Public Fund, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(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
0.00
6
Shared Voting Power
706,360.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
706,360.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
706,360.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.0 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The amounts reported in rows 6, 8 and 9 include shares that were acquired from Frazier Life Sciences Public Overage Fund, L.P. pursuant to a merger between Frazier Life Sciences Public Overage Fund, L.P. and Frazier Life Sciences Public Fund, L.P., but do not include any warrants held by the Reporting Person. See item 4(a) to this Statement.
The percentage listed in row 11 is calculated based on 11,836,490 shares of Common Stock outstanding on November 7, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 12, 2025.
SCHEDULE 13G
CUSIP No.
697947109
1
Names of Reporting Persons
FHMLSP, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(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
0.00
6
Shared Voting Power
706,360.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
706,360.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
706,360.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.0 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The amounts reported in rows 6, 8 and 9 include shares that were acquired from Frazier Life Sciences Public Overage Fund, L.P. pursuant to a merger between Frazier Life Sciences Public Overage Fund, L.P. and Frazier Life Sciences Public Fund, L.P., but do not include any warrants held by the Reporting Person. See item 4(a) to this Statement.
The percentage listed in row 11 is calculated based on 11,836,490 shares of Common Stock outstanding on November 7, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 12, 2025.
SCHEDULE 13G
CUSIP No.
697947109
1
Names of Reporting Persons
FHMLSP, L.L.C.
2
Check the appropriate box if a member of a Group (see instructions)
(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
0.00
6
Shared Voting Power
706,360.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
706,360.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
706,360.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.0 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The amounts reported in rows 6, 8 and 9 include shares that were acquired from Frazier Life Sciences Public Overage Fund, L.P. pursuant to a merger between Frazier Life Sciences Public Overage Fund, L.P. and Frazier Life Sciences Public Fund, L.P., but do not include any warrants held by the Reporting Person. See item 4(a) to this Statement.
The percentage listed in row 11 is calculated based on 11,836,490 shares of Common Stock outstanding on November 7, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 12, 2025.
SCHEDULE 13G
CUSIP No.
697947109
1
Names of Reporting Persons
Frazier Life Sciences X, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(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
0.00
6
Shared Voting Power
4,730.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,730.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,730.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The amounts reported in rows 6, 8 and 9 represent shares held by the Reporting Person and do not include any warrants held by the Reporting Person. See item 4(a) to this Statement.
The percentage listed in row 11 is calculated based on 11,836,490 shares of Common Stock outstanding on November 7, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 12, 2025.
SCHEDULE 13G
CUSIP No.
697947109
1
Names of Reporting Persons
FHMLS X, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(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
0.00
6
Shared Voting Power
4,730.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,730.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,730.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The amounts reported in rows 6, 8 and 9 represent shares held by the Reporting Person and do not include any warrants held by the Reporting Person. See item 4(a) to this Statement.
The percentage listed in row 11 is calculated based on 11,836,490 shares of Common Stock outstanding on November 7, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 12, 2025.
SCHEDULE 13G
CUSIP No.
697947109
1
Names of Reporting Persons
FHMLS X, L.L.C.
2
Check the appropriate box if a member of a Group (see instructions)
(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
0.00
6
Shared Voting Power
4,730.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,730.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,730.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The amounts reported in rows 6, 8 and 9 represent shares held by the Reporting Person and do not include any warrants held by the Reporting Person. See item 4(a) to this Statement.
The percentage listed in row 11 is calculated based on 11,836,490 shares of Common Stock outstanding on November 7, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 12, 2025.
SCHEDULE 13G
CUSIP No.
697947109
1
Names of Reporting Persons
Frazier Life Sciences XI, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(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
0.00
6
Shared Voting Power
7,517.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,517.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,517.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.1 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The amounts reported in rows 6, 8 and 9 represent shares held by the Reporting Person and do not include any warrants held by the Reporting Person. See item 4(a) to this Statement.
The percentage listed in row 11 is calculated based on 11,836,490 shares of Common Stock outstanding on November 7, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 12, 2025.
SCHEDULE 13G
CUSIP No.
697947109
1
Names of Reporting Persons
FHMLS XI, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(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
0.00
6
Shared Voting Power
7,517.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,517.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,517.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.1 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The amounts reported in rows 6, 8 and 9 represent shares held by the Reporting Person and do not include any warrants held by the Reporting Person. See item 4(a) to this Statement.
The percentage listed in row 11 is calculated based on 11,836,490 shares of Common Stock outstanding on November 7, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 12, 2025.
SCHEDULE 13G
CUSIP No.
697947109
1
Names of Reporting Persons
FHMLS XI, L.L.C.
2
Check the appropriate box if a member of a Group (see instructions)
(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
0.00
6
Shared Voting Power
7,517.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,517.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,517.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.1 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The amounts reported in rows 6, 8 and 9 represent shares held by the Reporting Person and do not include any warrants held by the Reporting Person. See item 4(a) to this Statement.
The percentage listed in row 11 is calculated based on 11,836,490 shares of Common Stock outstanding on November 7, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 12, 2025.
SCHEDULE 13G
CUSIP No.
697947109
1
Names of Reporting Persons
Frazier Life Sciences XII, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(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
0.00
6
Shared Voting Power
3,793.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,793.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,793.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The percentage listed in row 11 is calculated based on 11,836,490 shares of Common Stock outstanding on November 7, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 12, 2025.
SCHEDULE 13G
CUSIP No.
697947109
1
Names of Reporting Persons
FHMLS XII, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(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
0.00
6
Shared Voting Power
3,793.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,793.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,793.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The percentage listed in row 11 is calculated based on 11,836,490 shares of Common Stock outstanding on November 7, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 12, 2025.
SCHEDULE 13G
CUSIP No.
697947109
1
Names of Reporting Persons
FHMLS XII, L.L.C.
2
Check the appropriate box if a member of a Group (see instructions)
(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
0.00
6
Shared Voting Power
3,793.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,793.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,793.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The percentage listed in row 11 is calculated based on 11,836,490 shares of Common Stock outstanding on November 7, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 12, 2025.
SCHEDULE 13G
CUSIP No.
697947109
1
Names of Reporting Persons
James N. Topper
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,730.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,730.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,730.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: The amounts reported in rows 6, 8 and 9 represent shares held directly by Frazier Life Sciences X, L.P. and do not include any warrants held directly by Frazier Life Sciences X, L.P. See item 4(a) to this Statement.
The percentage listed in row 11 is calculated based on 11,836,490 shares of Common Stock outstanding on November 7, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 12, 2025.
SCHEDULE 13G
CUSIP No.
697947109
1
Names of Reporting Persons
Patrick J. Heron
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,730.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,730.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,730.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: The amounts reported in rows 6, 8 and 9 represent shares held directly by Frazier Life Sciences X, L.P. and do not include any warrants held directly by Frazier Life Sciences X, L.P. See item 4(a) to this Statement.
The percentage listed in row 11 is calculated based on 11,836,490 shares of Common Stock outstanding on November 7, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 12, 2025.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Palvella Therapeutics, Inc.
(b)
Address of issuer's principal executive offices:
125 Strafford Ave, Suite 360, Wayne, PA, 19087.
Item 2.
(a)
Name of person filing:
The entities and persons filing this statement (collectively, the "Reporting Persons") are:
Frazier Life Sciences Public Fund, L.P. ("FLSPF")
FHMLSP, L.P.
FHMLSP, L.L.C.
Frazier Life Sciences X, L.P. ("FLS X")
FHMLS X, L.P.
FHMLS X, L.L.C.
Frazier Life Sciences XI, L.P. ("FLS XI")
FHMLS XI, L.P.
FHMLS XI, L.L.C.
James N. Topper ("Topper")
Patrick J. Heron ("Heron" and together with Topper, the "Members")
(b)
Address or principal business office or, if none, residence:
The address of the principal place of business for each of the Reporting Persons is:
c/o Frazier Life Sciences Management, L.P.
1001 Page Mill Rd, Building 4, Suite B
Palo Alto, CA 94304
(c)
Citizenship:
The information contained in row 4 of each Reporting Person's cover page to this Statement is incorporated by reference.
(d)
Title of class of securities:
Common Stock, $0.001 par value per share
(e)
CUSIP No.:
697947109
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)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations 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). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information contained in row 9 of each Reporting Person's cover page to this Statement (including the footnotes thereto) is incorporated by reference.
FLSPF directly holds 706,360 shares of Common Stock. FHMLSP, L.P. is the general partner of FLSPF and the general partner of FHMLSP, L.P. is FHMLSP, L.L.C., which is managed by an investment committee of four that acts by majority vote. Accordingly, no members of such committee are attributed beneficial ownership of the securities directly held by FLSPF.
FLS X directly holds 4,730 shares of Common Stock. FHMLS X, L.P. is the general partner of FLS X and FHMLS X, L.L.C. is the general partner of FHMLS X, L.P. Heron and Topper are the members of FHMLS X, L.L.C. and therefore share voting and investment power over the shares of Common Stock held by FLS X.
FLS XI directly holds 7,517 shares of Common Stock. FHMLS XI, L.P. is the general partner of FLS XI and the general partner of FHMLS XI, L.P. is FHMLS XI, L.L.C., which is managed by an investment committee of three that acts by majority vote. Accordingly, no members of such committee are attributed beneficial ownership of the securities directly held by FLS XI.
FLS XII directly holds 3,793 shares of Common Stock. FHMLS XII, L.P. is the general partner of FLS XII and the general partner of FHMLS XII, L.P. is FHMLS XII, L.L.C., which is managed by an investment committee of three that acts by majority vote. Accordingly, no members of such committee are attributed beneficial ownership of the securities directly held by FLS XII.
The above referenced beneficial ownership and amounts reflected on the cover pages hereto do not include certain prefunded warrants to acquire shares of Common Stock (the "Warrants"), the exercise of which is subject to certain beneficial ownership limitations. In this regard, (i) FLSPF holds Warrants to purchase 1,214,731 shares of Common Stock, (ii) FLS X holds Warrants to purchase 5,641 shares of Common Stock and (iii) FLS XI holds Warrants to purchase 5,886 shares of Common Stock, each of which cannot be exercised, if, upon giving effect to such exercise, the aggregate number of shares of Common Stock beneficially owned by the holder of such Warrant (together with its affiliates or any other persons acting as a group together with such holder) would exceed 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise.
Except as specifically stated herein, the filing of this Statement shall not be construed as an admission that any Reporting Person or any of the foregoing is, for the purposes of Section 13(d) and/or Section 13(g) of the Act or otherwise, the beneficial owner of any securities covered by this Statement or a member of a "group" with any other person.
(b)
Percent of class:
The information contained in row 11 of each Reporting Person's cover page to this Schedule 13G (including the footnotes thereto) is incorporated by reference.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information contained in row 5 of each Reporting Person's cover page to this Schedule 13G (including the footnotes thereto) is incorporated by reference.
(ii) Shared power to vote or to direct the vote:
The information contained in row 6 of each Reporting Person's cover page to this Schedule 13G (including the footnotes thereto) is incorporated by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information contained in row 7 of each Reporting Person's cover page to this Schedule 13G (including the footnotes thereto) is incorporated by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information contained in row 8 of each Reporting Person's cover page to this Schedule 13G (including the footnotes thereto) is incorporated by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 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.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held 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, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Frazier Life Sciences Public Fund, L.P.
Signature:
/s/ Jennifer Martin
Name/Title:
By Jennifer Martin, CFO of FHMLSP, L.L.C., GP of FHMLSP, L.P., GP of Frazier Life Sciences Public Fund, L.P.
Date:
02/13/2026
FHMLSP, L.P.
Signature:
/s/ Jennifer Martin
Name/Title:
By Jennifer Martin, CFO of FHMLSP, L.L.C., GP of FHMLSP, L.P.
Date:
02/13/2026
FHMLSP, L.L.C.
Signature:
/s/ Jennifer Martin
Name/Title:
By Jennifer Martin, CFO of FHMLSP, L.L.C.
Date:
02/13/2026
Frazier Life Sciences X, L.P.
Signature:
/s/ Jennifer Martin
Name/Title:
By Jennifer Martin, CFO of FHMLS X, L.L.C., GP of FHMLS X, L.P., GP of Frazier Life Sciences X, L.P.
Date:
02/13/2026
FHMLS X, L.P.
Signature:
/s/ Jennifer Martin
Name/Title:
By Jennifer Martin, CFO of FHMLS X, L.L.C., GP of FHMLS X, L.P.
Date:
02/13/2026
FHMLS X, L.L.C.
Signature:
/s/ Jennifer Martin
Name/Title:
By Jennifer Martin, CFO of FHMLS X, L.L.C.
Date:
02/13/2026
Frazier Life Sciences XI, L.P.
Signature:
/s/ Jennifer Martin
Name/Title:
By Jennifer Martin, CFO of FHMLS XI, L.L.C., GP of FHMLS XI, L.P., GP of Frazier Life Sciences XI, L.P.
Date:
02/13/2026
FHMLS XI, L.P.
Signature:
/s/ Jennifer Martin
Name/Title:
By Jennifer Martin, CFO of FHMLS XI, L.L.C., GP of FHMLS XI, L.P.
Date:
02/13/2026
FHMLS XI, L.L.C.
Signature:
/s/ Jennifer Martin
Name/Title:
By Jennifer Martin, CFO of FHMLS XI, L.L.C.
Date:
02/13/2026
Frazier Life Sciences XII, L.P.
Signature:
/s/ Jennifer Martin
Name/Title:
By Jennifer Martin, CFO of FHMLS XII, L.L.C., GP of FHMLS XII, L.P., GP of Frazier Life Sciences XII, L.P.
Date:
02/13/2026
FHMLS XII, L.P.
Signature:
/s/ Jennifer Martin
Name/Title:
By Jennifer Martin, CFO of FHMLS XII, L.L.C., GP of FHMLS XII, L.P.
Date:
02/13/2026
FHMLS XII, L.L.C.
Signature:
/s/ Jennifer Martin
Name/Title:
By Jennifer Martin, CFO of FHMLS XII, L.L.C.
Date:
02/13/2026
James N. Topper
Signature:
/s/ Jennifer Martin
Name/Title:
By Jennifer Martin, Attorney-in-Fact for James N. Topper, pursuant to a Power of Attorney, a copy of which was filed with the SEC on January 27, 2026
Date:
02/13/2026
Patrick J. Heron
Signature:
/s/ Jennifer Martin
Name/Title:
By Jennifer Martin, Attorney-in-Fact for Patrick Heron, pursuant to a Power of Attorney, a copy of which was filed with the SEC on January 27, 2026
What stake in Palvella Therapeutics (PVLA) do Frazier Life Sciences funds report in this Schedule 13G/A?
Frazier Life Sciences Public Fund, L.P. reports holding 706,360 Palvella shares, equal to 6.0% of the common stock. This percentage is calculated using 11,836,490 shares outstanding as of November 7, 2025, as disclosed in Palvella’s Form 10-Q.
Which Frazier Life Sciences entities are listed as reporting persons for Palvella Therapeutics (PVLA)?
Multiple Frazier Life Sciences entities report ownership, including Frazier Life Sciences Public Fund, L.P., several FHMLSP and FHMLS partnerships and LLCs, plus individuals James N. Topper and Patrick J. Heron. Each entity’s beneficial ownership and voting authority are detailed in the cover pages and Item 4.
How many Palvella Therapeutics (PVLA) shares do other Frazier funds hold besides the main 6.0% position?
Frazier Life Sciences X, XI and XII funds report smaller direct holdings of 4,730, 7,517 and 3,793 Palvella shares, respectively. These positions each represent 0.1% or less of the company’s outstanding common stock, based on 11,836,490 shares outstanding.
What prefunded warrants related to Palvella Therapeutics (PVLA) are disclosed in this Schedule 13G/A?
The filing notes prefunded warrants for 1,214,731 shares held by Frazier Life Sciences Public Fund, 5,641 by FLS X and 5,886 by FLS XI. These warrants are excluded from reported ownership because their exercise is limited by a 4.99% beneficial ownership cap.
Does the Frazier Life Sciences filing indicate any intent to influence control of Palvella Therapeutics (PVLA)?
The reporting persons certify the securities were not acquired and are not held to change or influence control of Palvella. They also state the holdings are not part of any control-related transaction, other than activities solely connected with a nomination under Rule 14a-11.
How is the 6.0% ownership in Palvella Therapeutics (PVLA) calculated in this Schedule 13G/A?
The 6.0% figure is based on 706,360 shares versus 11,836,490 Palvella shares outstanding. The outstanding share count comes from Palvella’s Form 10-Q dated November 12, 2025, which states 11,836,490 common shares were outstanding as of November 7, 2025.
