Palvella Therapeutics, Inc. received an amended Schedule 13G/A (Amendment No. 3) reporting that funds and entities associated with Biotechnology Value Fund and Mark N. Lampert beneficially owned 879,009 shares of Palvella common stock as of December 31, 2025.
These shares represent approximately 7.1% of Palvella’s outstanding common stock, based on 11,836,490 shares outstanding as of November 7, 2025 plus 535,839 shares issued to the reporting persons and a managed account upon exercise of certain pre-funded warrants.
Ownership is spread across BVF, BVF2, Biotechnology Value Trading Fund OS and related general partners and managers, all of which report shared voting and dispositive power. The group certifies the position is not held for the purpose of changing or influencing 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
BIOTECHNOLOGY VALUE 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
471,202.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
471,202.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
471,202.00
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)
3.8 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
697947109
1
Names of Reporting Persons
BVF I GP LLC
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
471,202.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
471,202.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
471,202.00
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)
3.8 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
697947109
1
Names of Reporting Persons
BIOTECHNOLOGY VALUE FUND II LP
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
341,883.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
341,883.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
341,883.00
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)
2.8 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
697947109
1
Names of Reporting Persons
BVF II GP LLC
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
341,883.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
341,883.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
341,883.00
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)
2.8 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
697947109
1
Names of Reporting Persons
Biotechnology Value Trading Fund OS LP
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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
53,187.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
53,187.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
53,187.00
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)
0.4 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
697947109
1
Names of Reporting Persons
BVF Partners OS Ltd.
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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
53,187.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
53,187.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
53,187.00
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)
0.4 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP No.
697947109
1
Names of Reporting Persons
BVF GP HOLDINGS LLC
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
813,085.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
813,085.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
813,085.00
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)
6.6 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
697947109
1
Names of Reporting Persons
BVF PARTNERS L P/IL
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
879,009.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
879,009.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
879,009.00
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)
7.1 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP No.
697947109
1
Names of Reporting Persons
BVF INC/IL
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
879,009.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
879,009.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
879,009.00
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)
7.1 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP No.
697947109
1
Names of Reporting Persons
LAMPERT MARK N
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
879,009.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
879,009.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
879,009.00
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)
7.1 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
PALVELLA THERAPEUTICS, INC.
(b)
Address of issuer's principal executive offices:
353 W. LANCASTER AVENUE, SUITE 200, WAYNE, PA 19087
Item 2.
(a)
Name of person filing:
Biotechnology Value Fund, L.P. ("BVF")
BVF I GP LLC ("BVF GP")
Biotechnology Value Fund II, L.P. ("BVF2")
BVF II GP LLC ("BVF2 GP")
Biotechnology Value Trading Fund OS LP ("Trading Fund OS")
BVF Partners OS Ltd. ("Partners OS")
BVF GP Holdings LLC ("BVF GPH")
BVF Partners L.P. ("Partners")
BVF Inc.
Mark N. Lampert ("Mr. Lampert")
Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons."
(b)
Address or principal business office or, if none, residence:
Biotechnology Value Fund, L.P.
44 Montgomery St., 40th Floor
San Francisco, California 94104
BVF I GP LLC
44 Montgomery St., 40th Floor
San Francisco, California 94104
Biotechnology Value Fund II, L.P.
44 Montgomery St., 40th Floor
San Francisco, California 94104
BVF II GP LLC
44 Montgomery St., 40th Floor
San Francisco, California 94104
Biotechnology Value Trading Fund OS LP
PO Box 309 Ugland House
Grand Cayman, KY1-1104
Cayman Islands
BVF Partners OS Ltd.
PO Box 309 Ugland House
Grand Cayman, KY1-1104
Cayman Islands
BVF GP Holdings LLC
44 Montgomery St., 40th Floor
San Francisco, California 94104
BVF Partners L.P.
44 Montgomery St., 40th Floor
San Francisco, California 94104
BVF Inc.
44 Montgomery St., 40th Floor
San Francisco, California 94104
Mark N. Lampert
44 Montgomery St., 40th Floor
San Francisco, California 94104
(c)
Citizenship:
Biotechnology Value Fund, L.P.
Delaware
BVF I GP LLC
Delaware
Biotechnology Value Fund II, L.P.
Delaware
BVF II GP LLC
Delaware
Biotechnology Value Trading Fund OS LP
Cayman Islands
BVF Partners OS Ltd.
Cayman Islands
BVF GP Holdings LLC
Delaware
BVF Partners L.P.
Delaware
BVF Inc.
Delaware
Mark N. Lampert
United States
(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:
As of the close of business on December 31, 2025, (i) BVF beneficially owned 471,202 shares of the Issuer's Common Stock, $0.001 par value per share (the "Shares"), (ii) BVF2 beneficially owned 341,883 Shares, and (iii) Trading Fund OS beneficially owned 53,187 Shares.
BVF GP, as the general partner of BVF, may be deemed to beneficially own the 471,202 Shares beneficially owned by BVF.
BVF2 GP, as the general partner of BVF2, may be deemed to beneficially own the 341,883 Shares beneficially owned by BVF2.
Partners OS, as the general partner of Trading Fund OS, may be deemed to beneficially own the 53,187 Shares beneficially owned by Trading Fund OS.
BVF GPH, as the sole member of each of BVF GP and BVF2 GP, may be deemed to beneficially own the 813,085 Shares beneficially owned in the aggregate by BVF and BVF2.
Partners, as the investment manager of BVF, BVF2 and Trading Fund OS, and the sole member of Partners OS, may be deemed to beneficially own the 879,009 Shares beneficially owned in the aggregate by BVF, BVF2 and Trading Fund OS and held in a certain Partners managed account (the "Partners Managed Account"), including 12,737 Shares held in the Partners Managed Account.
BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 879,009 Shares beneficially owned by Partners.
Mr. Lampert, as a director and officer of BVF Inc., may be deemed to beneficially own the 879,009 Shares beneficially owned by BVF Inc.
The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any Shares owned by another Reporting Person. BVF GP disclaims beneficial ownership of the Shares beneficially owned by BVF. BVF2 GP disclaims beneficial ownership of the Shares beneficially owned by BVF2. Partners OS disclaims beneficial ownership of the Shares beneficially owned by Trading Fund OS. BVF GPH disclaims beneficial ownership of the Shares beneficially owned by BVF and BVF2. Each of Partners, BVF Inc. and Mr. Lampert disclaims beneficial ownership of the Shares beneficially owned by BVF, BVF2 and Trading Fund OS and held in the Partners Managed Accounts, and the filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities.
(b)
Percent of class:
The following percentages are based upon a denominator that is the sum of: (i) 11,836,490 Shares outstanding as of November 7, 2025, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2025 and (ii) 535,839 Shares issued to the Reporting Persons and the Partners Managed Account upon the exercise of certain Pre-Funded Warrants previously held by them.
As of the close of business on December 31, 2025, (i) BVF beneficially owned approximately 3.8% of the outstanding Shares, (ii) BVF2 beneficially owned approximately 2.8% of the outstanding Shares, (iii) Trading Fund OS beneficially owned less than 1% of the outstanding Shares, (iv) BVF GP may be deemed to beneficially own approximately 3.8% of the outstanding Shares, (v) BVF2 GP may be deemed to beneficially own approximately 2.8% of the outstanding Shares, (vi) Partners OS may be deemed to beneficially own less than 1% of the outstanding Shares, (vii) BVF GPH may be deemed to beneficially own approximately 6.6% of the outstanding Shares, and (viii) each of Partners, BVF Inc. and Mr. Lampert may be deemed to beneficially own approximately 7.1% of the outstanding Shares (less than 1% of the outstanding Shares are held in the Partners Managed Accounts).
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Cover Pages Items 5-9.
(ii) Shared power to vote or to direct the vote:
See Cover Pages Items 5-9.
(iii) Sole power to dispose or to direct the disposition of:
See Cover Pages Items 5-9.
(iv) Shared power to dispose or to direct the disposition of:
See Cover Pages Items 5-9.
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.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
BVF GPH, Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the Shares beneficially owned by BVF and BVF2. Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the Shares beneficially owned by Trading Fund OS and held in the Partners Managed Accounts.
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.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 99.1 to the Schedule 13G filed by the Reporting Persons with the Securities and Exchange Commission on May 17, 2024.
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.
What does the BVF Schedule 13G/A filing report about Palvella Therapeutics (PVLA)?
The filing reports BVF-related entities as significant Palvella shareholders. They disclose beneficial ownership of 879,009 Palvella Therapeutics common shares, reported as about 7.1% of the company’s outstanding stock as of December 31, 2025, with shared voting and dispositive power across affiliated funds and managers.
How many Palvella Therapeutics (PVLA) shares do BVF entities beneficially own?
BVF-related entities report beneficial ownership of 879,009 Palvella shares. This total reflects holdings across Biotechnology Value Fund, Biotechnology Value Fund II, Biotechnology Value Trading Fund OS and a Partners managed account, with the combined position representing a single aggregated stake in Palvella’s common stock.
What percentage of Palvella Therapeutics (PVLA) does BVF’s group ownership represent?
The BVF group reports owning about 7.1% of Palvella’s common stock. This percentage is calculated from 879,009 shares over a base of 11,836,490 shares outstanding on November 7, 2025, plus 535,839 shares issued to the reporting persons and a managed account from exercised pre-funded warrants.
Did BVF acquire additional Palvella (PVLA) shares through warrant exercises?
Yes, the ownership base includes shares from exercised pre-funded warrants. The percentage calculation adds 535,839 Palvella shares issued to the reporting persons and a Partners managed account upon exercise of certain pre-funded warrants previously held by them, increasing their total beneficially owned share count.
Is the BVF stake in Palvella Therapeutics (PVLA) intended to influence control of the company?
The reporting group certifies the stake is not held to change control. They state the securities were not acquired and are not held for the purpose or effect of changing or influencing control of Palvella, other than activities solely connected with a nomination under Rule 240.14a-11.
Who is the key individual associated with the BVF group’s Palvella (PVLA) holdings?
Mark N. Lampert is the key individual linked to the BVF group. He is identified as a reporting person, may be deemed to beneficially own 879,009 Palvella shares through BVF Inc., and signs the Schedule 13G/A multiple times as an authorized signatory for the various BVF entities.
What categories of entities make up the BVF reporting group in the Palvella (PVLA) filing?
The group includes funds, general partners, and an investment manager. Biotechnology Value Fund, BVF II, Biotechnology Value Trading Fund OS, their respective general partners, BVF GP Holdings, BVF Partners L.P., BVF Inc., BVF Partners OS Ltd., and individual Mark N. Lampert are all named reporting persons in the ownership structure.
