Palvella Therapeutics Inc. 美股招股说明书（2026年2月26日版）

1,600,000 Shares of Common Stock We are offering 1,600,000 shares of our common stock, par value $0.001 per share, or our common stock. Our common stock is listed on The Nasdaq Capital Market under the symbol “PVLA.” On February25, 2026,the last reported sale price of our common stock was $128.60 per share. Certain of our directors have indicated an interest in purchasing securities in this offering at the public offeringprice and on the same terms as the other purchasers in this offering. However, because indications of interestare not binding agreements or commitments to purchase, the underwriters could determine to sell more, less We are a “smaller reporting company” as defined under federal securities laws and, as such, have elected tocomply with certain reduced public company reporting requirements for this prospectus supplement and for Investing in our securities involves a high degree of risk. See the “Risk Factors” beginning on pageS-7of this prospectus supplement, as well as in the documents incorporated or deemed to be Neither the Securities and Exchange Commission nor any state securities commission has approvedor disapproved of these securities or determined if this prospectus supplement or accompanying We have granted the underwriters an option for a period of 30days from the date of this prospectussupplement to purchase up to an additional 240,000 shares of our common stock at the public offering price, The underwriters expect to deliver the shares of our common stock to purchasers on or about February 27,2026. ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus form part of a registration statementon Form S-3 that we filed with the Securities and Exchange Commission, or SEC, utilizing a “shelf”registration process. This document contains two parts. The first part consists of this prospectussupplement, which provides you with specific information about this offering. The second part, theaccompanying prospectus, provides more general information, some of which may not apply to thisoffering. This prospectus supplement may add, update or change information contained in theaccompanying prospectus. To the extent that any statement we make in this prospectus supplement is You should rely only on the information that we have included or incorporated by reference in thisprospectus supplement and the accompanying prospectus. We have not, and the underwriters have not,authorized anyone to give any information or to make any representation other than those contained orincorporated by reference in this prospectus supplement and the accompanying prospectus. You mustnot rely upon any information or representation not contained or incorporated by reference in this You should not assume that the information contained in this prospectus supplement or theaccompanying prospectus is accurate on any date subsequent to the date set forth on the front of thedocument or that any information we have incorporated by reference herein or therein is correct on any This prospectus supplement contains or incorporates by reference summaries of certain provisionscontained in some of the documents described herein, but reference is made to the actual documents forcomplete information. All of the summaries are qualified in their entirety by the actual documents. Copies When we refer to “Palvella,” “we,” “our,” “us” and the “Company” in this prospectus supplement, wemean Palvella Therapeutics, Inc., and its subsidiaries unless otherwise specified. When we refer to Palvellaand our logo are some of our trademarks used in this prospectus supplement. Thisprospectus supplement may also include trademarks, tradenames, and service marks that are theproperty of other organizations. Solely for convenience, our trademarks and tradenames referred to inthis prospectus supplement and the accompanying prospectus appear without theand ™ symbols, but® those references are not intended to indicate, in any way, that we will not assert, to the fullest extent PROSPECTUS SUPPLEMENT SUMMARY This summary description about us, our business and this offering highlights selected informationcontained elsewhere in this prospectus supplement and the accompanying prospectus or incorporatedin this prospectus supplement and the accompanying prospectus by reference. This summary does notcontain all of the information you should consider before deciding to invest in our securities. You shouldcarefully read this entire prospectus supplement and the accompanying prospectus, including each ofthe documents incorporated herein or therein by reference, before making an investment decision.Investors should carefully consider the information set forth under “Risk Factors” on pageS-7and in Overview We are a clinical-stage biopharmaceutical company whose vision is to become the leading raredisease biopharmaceutical company focused on developing and, if approved, commercializing noveltherapies to treat patients su