As filed with the Securities and Exchange Commission on August 4, 2026

Registration No. 333-   

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under 

The Securities Act of 1933

Palvella Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

353 W. Lancaster Ave, Suite 200 

Wayne, Pennsylvania 19087

(Address, including zip code and telephone number, including area code, of Registrant’s principal executive offices)

2024 Equity Incentive Plan

(Full title of the plan)

Wesley H. Kaupinen

President and Chief Executive Officer
Palvella Therapeutics, Inc.

353 W. Lancaster Ave

Suite 200

Wayne, Pennsylvania 19087

(484) 253-1461

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Rachael M. Bushey, Esq.

Jennifer L. Porter, Esq.

Goodwin Procter LLP

3025 John F Kennedy Blvd

Philadelphia, PA 19104 

(445) 207-7800

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

EXPLANATORY NOTE

On April 27, 2026, the Board of Directors of Palvella Therapeutics, Inc. (the “Company”) adopted, subject to approval by the stockholders, an amendment to the Palvella Therapeutics, Inc. 2024 Equity Incentive Plan (the “2024 Plan”) (such amendment, the “Amendment” and the 2024 Plan, after giving effect to the Amendment, the “Amended 2024 Plan”), which the stockholders of the Company approved at the Company’s 2026 Annual Meeting of Stockholders held on June 10, 2026. The Amendment increased the number of shares of common stock, par value $0.001 per share, of the Company (“Common Stock”), authorized for issuance thereunder by 750,000 shares of Common Stock (the “Additional Shares”). This Registration Statement on Form S-8 (the “Registration Statement”) is being filed solely for the purpose of registering the Additional Shares for issuance under the Amended 2024 Plan.

Such Additional Shares are of the same class of securities as the shares of Common Stock issuable under the 2024 Plan for which the currently effective Registration Statement on Form S-8 (File No. 333-285029) filed with the Securities and Exchange Commission (the “Commission”) on February 18, 2025 (the “Prior Registration Statement”), was filed. Upon the effectiveness of this Registration Statement, an aggregate of 4,205,433 shares of Common Stock will be registered for issuance from time to time under the Amended 2024 Plan, inclusive of the Additional Shares. Pursuant to General Instruction E of Form S-8 regarding registration of Additional Securities, the contents of the Prior Registration Statement are incorporated herein by reference except to the extent supplemented, amended or superseded by the information set forth herein. Only those items of Form S-8 containing new information not contained in the Prior Registration Statement are presented herein.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

The registrant hereby incorporates by reference into this Registration Statement the following documents filed with the Commission:

All documents that the registrant subsequently files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to this Registration Statement which indicates that all of the shares of Common Stock offered have been sold or which deregisters all of such shares then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Under no circumstances will any information filed under current items 2.02 or 7.01 of Form 8-K be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wayne, Commonwealth of Pennsylvania, on this 4th day of August, 2026.

POWER OF ATTORNEY AND SIGNATURES

KNOW ALL BY THESE PRESENT, that each individual whose signature appears below hereby constitutes and appoints each of Wesley H. Kaupinen and Matthew E. Korenberg, as such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Commission granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following person in the capacities and on the date indicated.