Frazier Life Sciences and affiliated funds report their holdings in Palvella Therapeutics, Inc. common stock. Frazier Life Sciences Public Fund, L.P. (FLSPF) directly holds 545,504 shares, which the filing states represents 4.9% of the 11,055,665 shares of common stock used for the percentage calculation. Other Frazier vehicles reported include holdings of 160,856, 7,517, 4,730 and 3,793 shares, with sole voting and dispositive power reported as 0 and shared power reported where indicated.
The filing corrects prior attributions by stating members of certain investment committees are not attributed beneficial ownership of fund-held securities. It also discloses prefunded warrants: FLSPF holds warrants to purchase 937,965 shares, FLSPOF 276,766, FLS X 5,641 and FLS XI 5,886, each subject to exercise limits preventing the holder from exceeding 4.99% beneficial ownership after exercise. The statement clarifies ownership, voting and dispositive arrangements among the reporting persons.
Positive
The filing corrects prior attributions and removes overstated beneficial ownership previously attributed to certain investment committee members.
The statement clearly discloses share counts and warrant positions, including exact share amounts and the 4.99% exercise limitation that applies to the prefunded warrants.
Negative
None.
Insights
TL;DR The filing discloses a 4.9% direct stake by FLSPF and details warrants with 4.99% exercise caps, plus corrected ownership attributions.
The Schedule 13G/A provides clear numeric disclosure of shares held by multiple Frazier entities and explains that sole voting and dispositive power is reported as zero while shared power is reported where applicable. The filing also explicitly states the prefunded warrants held by several funds and the contractual limitation that prevents exercise beyond a 4.99% ownership threshold. Additionally, the statement corrects previous attributions to certain investment committee members, removing those attributions from beneficial ownership counts. On balance, this is a routine, informational disclosure clarifying ownership and warrant positions rather than announcing new transactions.
TL;DR The amendment corrects prior attribution of ownership to committee members and clarifies voting/dispositive arrangements among reporting entities.
The amendment emphasizes that general partners and management committees are not to be attributed beneficial ownership of the funds' holdings where committee voting rules apply, correcting any earlier overstatement. It also includes a joint filing agreement and reiterates that the reported amounts exclude certain warrants subject to beneficial ownership limits. These disclosures improve clarity about who holds voting and dispositive authority and remove ambiguity from prior filings; the filing does not assert formation of a group beyond the joint filing agreement language contained in the exhibits.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Palvella Therapeutics, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
697947109
(CUSIP Number)
06/30/2025
(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
545,504.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
545,504.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
545,504.00
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)
4.9 %
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 11,055,665 shares of Common Stock outstanding on May 9, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 15, 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
545,504.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
545,504.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
545,504.00
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)
4.9 %
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 11,055,665 shares of Common Stock outstanding on May 9, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 15, 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
545,504.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
545,504.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
545,504.00
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)
4.9 %
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 11,055,665 shares of Common Stock outstanding on May 9, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 15, 2025.
SCHEDULE 13G
CUSIP No.
697947109
1
Names of Reporting Persons
Frazier Life Sciences Public Overage 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
160,856.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
160,856.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
160,856.00
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)
1.5 %
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 11,055,665 shares of Common Stock outstanding on May 9, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 15, 2025.
SCHEDULE 13G
CUSIP No.
697947109
1
Names of Reporting Persons
FHMLSP Overage, 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
160,856.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
160,856.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
160,856.00
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)
1.5 %
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 11,055,665 shares of Common Stock outstanding on May 9, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 15, 2025.
SCHEDULE 13G
CUSIP No.
697947109
1
Names of Reporting Persons
FHMLSP Overage, 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
160,856.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
160,856.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
160,856.00
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)
1.5 %
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 11,055,665 shares of Common Stock outstanding on May 9, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 15, 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 11,055,665 shares of Common Stock outstanding on May 9, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 15, 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 11,055,665 shares of Common Stock outstanding on May 9, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 15, 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 11,055,665 shares of Common Stock outstanding on May 9, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 15, 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 11,055,665 shares of Common Stock outstanding on May 9, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 15, 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 11,055,665 shares of Common Stock outstanding on May 9, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 15, 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 11,055,665 shares of Common Stock outstanding on May 9, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 15, 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 11,055,665 shares of Common Stock outstanding on May 9, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 15, 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 11,055,665 shares of Common Stock outstanding on May 9, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 15, 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 11,055,665 shares of Common Stock outstanding on May 9, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 15, 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 11,055,665 shares of Common Stock outstanding on May 9, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 15, 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 11,055,665 shares of Common Stock outstanding on May 9, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 15, 2025.
SCHEDULE 13G
CUSIP No.
697947109
1
Names of Reporting Persons
Albert Cha
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
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
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
SCHEDULE 13G
CUSIP No.
697947109
1
Names of Reporting Persons
James Brush
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
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
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
SCHEDULE 13G
CUSIP No.
697947109
1
Names of Reporting Persons
Daniel Estes
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
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
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
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 Public Overage Fund, L.P. ("FLSPOF")
FHMLSP Overage, L.P.
FHMLSP Overage, 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")
Albert Cha ("Cha")
James Brush ("Brush")
Daniel Estes ("Estes" and together with Topper, Heron, Cha and Brush, 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 545,504 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, and this Statement corrects any previous attribution to, and overstatement of beneficial ownership by, such members as reflected in any prior Statements.
FLSPOF directly holds 160,856 shares of Common Stock. FHMLSP Overage, L.P. is the general partner of FLSPOF and the general partner of FHMLSP Overage, L.P. is FHMLSP Overage, 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 FLSPOF, and this Statement corrects any previous attribution to, and overstatement of beneficial ownership by, such members as reflected in any prior Statements.
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, and this Statement corrects any previous attribution to, and overstatement of beneficial ownership by, such members as reflected in any prior Statements.
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 IXI, 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, and this Statement corrects any previous attribution to, and overstatement of beneficial ownership by, such members as reflected in any prior Statements.
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 937,965 shares of Common Stock, (ii) FLSPOF holds Warrants to purchase 276,766 shares of Common Stock, (iii) FLS X holds Warrants to purchase 5,641 shares of Common Stock and (iv) 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.
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/ Steve R. Bailey
Name/Title:
By Steve R. Bailey, CFO of FHMLSP, L.L.C., GP of FHMLSP, L.P., GP of Frazier Life Sciences Public Fund, L.P.
Date:
08/14/2025
FHMLSP, L.P.
Signature:
/s/ Steve R. Bailey
Name/Title:
By Steve R. Bailey, CFO of FHMLSP, L.L.C., GP of FHMLSP, L.P.
Date:
08/14/2025
FHMLSP, L.L.C.
Signature:
/s/ Steve R. Bailey
Name/Title:
By Steve R. Bailey, CFO of FHMLSP, L.L.C.
Date:
08/14/2025
Frazier Life Sciences Public Overage Fund, L.P.
Signature:
/s/ Steve R. Bailey
Name/Title:
By Steve R. Bailey, CFO of FHMLSP Overage, L.L.C., GP of FHMLSP Overage, L.P., GP of Frazier Life Sciences Public Overage Fund, L.P.
Date:
08/14/2025
FHMLSP Overage, L.P.
Signature:
/s/ Steve R. Bailey
Name/Title:
By Steve R. Bailey, CFO of FHMLSP Overage, L.L.C., GP of FHMLSP Overage, L.P.
Date:
08/14/2025
FHMLSP Overage, L.L.C.
Signature:
/s/ Steve R. Bailey
Name/Title:
By Steve R. Bailey, CFO of FHMLSP Overage, L.L.C.
Date:
08/14/2025
Frazier Life Sciences X, L.P.
Signature:
/s/ Steve R. Bailey
Name/Title:
By Steve R. Bailey, CFO of FHMLS X, L.L.C., GP of FHMLS X, L.P., GP of Frazier Life Sciences X, L.P.
Date:
08/14/2025
FHMLS X, L.P.
Signature:
/s/ Steve R. Bailey
Name/Title:
By Steve R. Bailey, CFO of FHMLS X, L.L.C., GP of FHMLS X, L.P.
Date:
08/14/2025
FHMLS X, L.L.C.
Signature:
/s/ Steve R. Bailey
Name/Title:
By Steve R. Bailey, CFO of FHMLS X, L.L.C.
Date:
08/14/2025
Frazier Life Sciences XI, L.P.
Signature:
/s/ Steve R. Bailey
Name/Title:
By Steve R. Bailey, CFO of FHMLS XI, L.L.C., GP of FHMLS XI, L.P., GP of Frazier Life Sciences XI, L.P.
Date:
08/14/2025
FHMLS XI, L.P.
Signature:
/s/ Steve R. Bailey
Name/Title:
By Steve R. Bailey, CFO of FHMLS XI, L.L.C., GP of FHMLS XI, L.P.
Date:
08/14/2025
FHMLS XI, L.L.C.
Signature:
/s/ Steve R. Bailey
Name/Title:
By Steve R. Bailey, CFO of FHMLS XI, L.L.C.
Date:
08/14/2025
Frazier Life Sciences XII, L.P.
Signature:
/s/ Gordon Empey
Name/Title:
By Gordon Empey, General Counsel of FHMLS XII, L.L.C., GP of FHMLS XII, L.P., GP of Frazier Life Sciences XII, L.P.
Date:
08/14/2025
FHMLS XII, L.P.
Signature:
/s/ Gordon Empey
Name/Title:
By Gordon Empey, General Counsel of FHMLS XII, L.L.C., GP of FHMLS XII, L.P.
Date:
08/14/2025
FHMLS XII, L.L.C.
Signature:
/s/ Gordon Empey
Name/Title:
By Gordon Empey, General Counsel of FHMLS XII, L.L.C.
Date:
08/14/2025
James N. Topper
Signature:
/s/ Steve R. Bailey
Name/Title:
By Steve R. Bailey, Attorney-in-Fact for James N. Topper, pursuant to a Power of Attorney, a copy of which was filed with the SEC on July 31, 2017
Date:
08/14/2025
Patrick J. Heron
Signature:
/s/ Steve R. Bailey
Name/Title:
By Steve R. Bailey, Attorney-in-Fact for Patrick J. Heron, pursuant to a Power of Attorney, a copy of which was filed with the SEC on July 31, 2017
Date:
08/14/2025
Albert Cha
Signature:
/s/ Steve R. Bailey
Name/Title:
By Steve R. Bailey, Attorney-in-Fact for Albert Cha, pursuant to a Power of Attorney, a copy of which was filed with the SEC on August 16, 2021
Date:
08/14/2025
James Brush
Signature:
/s/ Steve R. Bailey
Name/Title:
By Steve R. Bailey, Attorney-in-Fact for James Brush, pursuant to a Power of Attorney, a copy of which was filed with the SEC on August 16, 2021
Date:
08/14/2025
Daniel Estes
Signature:
/s/ Steve R. Bailey
Name/Title:
By Steve R. Bailey, Attorney-in-Fact for Daniel Estes, pursuant to a Power of Attorney, a copy of which was filed with the SEC on April 18, 2022
Date:
08/14/2025
Exhibit Information
Exhibit 99.1 Joint Filing Agreement, dated as of May 15, 2025, incorporated by reference into this Statement.
How many PVLA shares does Frazier Life Sciences Public Fund (FLSPF) report owning?
FLSPF directly holds 545,504 shares, representing 4.9% of common stock based on 11,055,665 shares outstanding used for the calculation.
Do the reporting persons disclose any warrants to acquire PVLA stock?
Yes. The filing discloses prefunded warrants including 937,965 for FLSPF, 276,766 for FLSPOF, 5,641 for FLS X and 5,886 for FLS XI, subject to exercise limits.
What voting and dispositive power do the reporting persons claim over the PVLA shares?
The reporting persons state 0 sole voting power and 0 sole dispositive power for the covered holdings, with specified shared voting and dispositive power amounts reported on the cover pages.
Does the filing change prior ownership attributions for Frazier committee members?
Yes. The amendment states that members of certain investment committees are not attributed beneficial ownership of the securities directly held by the relevant funds, correcting prior attributions.
What limit applies to exercise of the disclosed warrants?
Each disclosed warrant is subject to a limitation that it cannot be exercised if, after exercise, the holder would beneficially own more than 4.99% of Palvella's common stock.
What total share count was used to calculate the percentages in the filing?
Percentages were calculated based on 11,055,665 shares of common stock outstanding as stated in the filing.
