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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 1, 2022

 

HOOKIPA PHARMA INC.

(Exact name of Registrant as Specified in Its Charter)

 

Delaware   001-38869   81-5395687

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

350 Fifth Avenue, 72nd Floor,

Suite 7240

   
New York, New York   10118
(Address of principal executive offices)   (zip code)

 

Registrant’s telephone number, including area code: +43 1 890 63 60

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

 

¨      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of exchange on which registered
Common stock, $0.0001   HOOK   The Nasdaq Global Select Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company  x

 

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 13(a) of the Exchange Act.  x

 

 

 

 

 

Item 8.01Other Information.

 

On March 1, 2022, HOOKIPA Pharma Inc. (the “Company”) issued a press release (the “Press Release”) announcing the commencement of a proposed public offering of its common stock and Series A non-voting convertible preferred stock, par value $0.0001. A copy of the Press Release is attached as Exhibit 99.1 to this report.

 

On March 1, 2022, the Company delivered written notice to SVB Securities LLC (“SVB”) that it was suspending and terminating the prospectus supplement related to the Company’s common stock, par value $0.0001, issuable pursuant to the Sales Agreement (as defined below) (the “ATM Prospectus Supplement”) pursuant to the terms of the Sale Agreement dated May 15, 2020 (the “Sales Agreement”), by and between the Company and SVB. The Company will not make any sales of its securities pursuant to the Sales Agreement, unless and until a new prospectus supplement is filed. Other than the termination of the ATM Prospectus Supplement, the Sales Agreement remains in full force and effect.

 

A copy of the Sales Agreement was filed as Exhibit 1.2 to the Company’s Registration Statement on Form S-3 (333-238311) filed with the Securities and Exchange Commission on May 15, 2020.

 

Item 9.01Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit
No.

Description

99.1 Press release issued by HOOKIPA Pharma Inc. on March 1, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL).

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  HOOKIPA Pharma Inc.
   
Date: March 1, 2022 By: /s/ Joern Aldag
    Joern Aldag
    Chief Executive Officer
    (Principal Executive Officer)