Securities Registration: Employee Benefit Plan (s-8)
March 19 2020 - 4:46PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on March 19, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HOOKIPA PHARMA INC.
(Exact Name of Registrant as Specified
in Its Charter)
Delaware
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81-5395687
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(State or Other Jurisdiction of Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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350 Fifth Avenue, 72nd Floor, Suite 7240
New York, New York
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10118
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(Address of Principal Executive Offices)
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(Zip Code)
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HOOKIPA Pharma Inc. 2019 Stock Option
and Incentive Plan
HOOKIPA Pharma Inc. 2019 Employee Stock
Purchase Plan
(Full Title of the Plans)
Joern Aldag
Chief Executive Officer
HOOKIPA Pharma Inc.
350 Fifth Avenue, 72nd Floor, Suite 7240
New York, New York 10118
+43 1 890 63 60
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
Copies to:
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Kingsley L. Taft, Esq.
Robert E. Puopolo, Esq.
Seo Salimi, Esq.
Goodwin Procter LLP
100 Northern Avenue
Boston, Massachusetts 02210
(617) 570-1000
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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.
Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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x
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Smaller reporting company
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x
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Emerging growth company
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x
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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. x
CALCULATION OF REGISTRATION FEE
Title of Securities
To Be Registered
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Amount To Be
Registered(1)
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Proposed
Maximum
Offering Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock, par value $0.0001 per share
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1,022,644
shares(2)
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$7.04(3)
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$7,199,413.76
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$934.48
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Common Stock, par value $0.0001 per share
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255,661
shares (4)
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$5.98(5)
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$1,528,852.78
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$198.45
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Total
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1,278,305
shares
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$8,728,266.54
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$1,132.93
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(1)
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Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock which become issuable under the above-named plans by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of our outstanding shares of common stock.
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(2)
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Represents an automatic annual increase on January 1, 2020 to the number of shares reserved for issuance under the 2019 Stock Option and Incentive Plan (the “2019 Plan”) pursuant to the terms of the 2019 Plan. Shares available for issuance under the 2019 Plan were previously registered on a registration statement on Form S-8 filed with the Securities and Exchange Commission on April 23, 2019 (Registration No. 333-230995).
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(3)
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The price of $7.04 per share, which is the average of the high and low sale prices of the Common Stock of the registrant as quoted on the Nasdaq Global Select Market on March 17, 2020, is set forth solely for purposes of calculating the registration fee pursuant to Rules 457(c) and (h) of the Securities Act, and has been used as these shares are without a fixed price.
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(4)
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Represents an automatic annual increase on January 1, 2020 to the number of shares reserved for issuance under the 2019 Employee Stock Purchase Plan (the “2019 ESPP”) pursuant to the terms of the 2019 ESPP. Shares available for issuance under the 2019 ESPP were previously registered on a registration statement on Form S-8 filed with the Securities and Exchange Commission on April 23, 2019 (Registration No. 333-230995).
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(5)
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The price of $5.98 per share, which is 85% of the average of the high and low sale prices of the Common Stock of the registrant as quoted on the Nasdaq Global Select Market on March 17, 2020, is set forth solely for purposes of calculating the registration fee pursuant to Rules 457(c) and (h) of the Securities Act, and has been used as these shares are without a fixed price. Pursuant to the 2019 ESPP, the purchase price of the shares of Common Stock reserved for issuance thereunder will be 85% of the fair market value of a share of Common Stock on the first trading day of the offering period or on the exercise date, whichever is less.
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EXPLANATORY NOTE
This Registration Statement on Form S-8 relating to the 2019
Stock Option and Incentive Plan and the 2019 Employee Stock Purchase Plan of HOOKIPA Pharma Inc. (the “Registrant”)
registers additional securities of the same class as other securities for which a registration statement filed on Form S-8 (SEC
File No. 333-230995) of the Registrant is effective. Accordingly, the information contained in the Registrant’s Registration
Statement on Form S-8 (SEC File No. 333-230995) filed with the Securities and Exchange Commission on April 23, 2019 is hereby incorporated
by reference pursuant to General Instruction E, except for “Item 8. Exhibits.”
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item 8. Exhibits.
See the Exhibit Index for a list of exhibits filed as part of
this registration statement, which Exhibit Index is incorporated herein by reference.
EXHIBIT INDEX
Exhibit
No.
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Description of Exhibit
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4.1
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Amended and Restated Certificate of Incorporation of the Registrant (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 23, 2019, and incorporated by reference herein).
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4.2
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Amended and Restated By-laws of the Registrant (filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 23, 2019, and incorporated by reference herein).
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4.3
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Specimen stock certificate evidencing the shares of common stock (filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-230451), filed with the SEC on April 8, 2019, and incorporated by reference herein).
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4.4
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Shareholders Agreement among the Registrant and certain of its shareholders, dated February 15, 2019 (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 23, 2019, and incorporated by reference herein).
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5.1*
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Opinion of Goodwin Procter LLP
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23.1*
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Consent of PwC Wirtschaftsprüfung GmbH, independent registered public accounting firm
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23.2*
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Consent of Goodwin Procter LLP (included in Exhibit 5.1)
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24.1*
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Power of Attorney (included on signature page)
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99.1
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2019 Stock Option and Incentive Plan (filed as Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-230451), filed with the SEC on April 8, 2019, and incorporated by reference herein).
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99.2
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Form of Incentive Stock Option Agreement under the Registrant’s 2019 Stock Option and Incentive Plan (filed as Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-230451), filed with the SEC on April 8, 2019, and incorporated by reference herein).
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99.3
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Form of Non-Qualified Stock Option Agreement for Company Employees under the Registrant’s 2019 Stock Option and Incentive Plan (filed as Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-230451), filed with the SEC on April 8, 2019, and incorporated by reference herein).
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99.4
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Form of Non-Qualified Stock Option Agreement for Non-Employee Directors under the Registrant’s 2019 Stock Option and Incentive Plan (filed as Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-230451), filed with the SEC on April 8, 2019, and incorporated by reference herein).
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99.5
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Form of Restricted Stock Award Agreement under the Registrant’s 2019 Stock Option and Incentive Plan (filed as Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-230451), filed with the SEC on April 8, 2019, and incorporated by reference herein).
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99.6
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Form of Restricted Stock Award Agreement for Company Employees under the Registrant’s 2019 Stock Option and Incentive Plan (filed as Exhibit 10.7 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-230451), filed with the SEC on April 8, 2019, and incorporated by reference herein).
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99.7
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Form of Restricted Stock Award Agreement for Non-Employee Directors under the Registrant’s 2019 Stock Option and Incentive Plan (filed as Exhibit 10.8 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-230451), filed with the SEC on April 8, 2019, and incorporated by reference herein).
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99.8
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2019 Employee Stock Purchase Plan (filed as Exhibit 10.9 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-230451), filed with the SEC on April 8, 2019, and incorporated by reference herein)
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* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
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 New York, State of New York, on March 19, 2020.
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HOOKIPA PHARMA INC.
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By:
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/s/ Joern Aldag
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Joern Aldag
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Chief Executive Officer
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POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of HOOKIPA Pharma
Inc. (the “Company”), hereby severally constitute and appoint Joern Aldag, Reinhard Kandera and Daniel Courtney, and
each of them singly, our true and lawful attorneys, with full power to them, and to each of them singly, to sign for us and in
our names in the capacities indicated below, any and all amendments (including post-effective amendments) to this Registration
Statement, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and generally
to do all things in our names and on our behalf in such capacities to enable the Company to comply with the provisions of the Securities
Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
Signature
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Title(s)
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Date
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/s/ Joern Aldag
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Chief Executive Officer and Director
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March 19, 2020
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Joern Aldag
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(Principal Executive Officer)
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/s/ Reinhard Kandera
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Chief Financial Officer and Director
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March 19, 2020
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Reinhard Kandera
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(Principal Financial and Accounting Officer)
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/s/ Jan van de Winkel
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Chairman of the Board
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March 19, 2020
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Jan van de Winkel, Ph.D.
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/s/ Michael A. Kelly
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Director
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March 19, 2020
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Michael A. Kelly
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/s/ David Kaufman
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Director
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March 19, 2020
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David Kaufman
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/s/ Christoph Lengauer
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Director
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March 19, 2020
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Christoph Lengauer, Ph.D.
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/s/ Julie O’Neill
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Director
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March 19, 2020
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Julie O’Neill
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/s/ Graziano Seghezzi
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Director
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March 19, 2020
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Graziano Seghezzi
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/s/ Sander van Deventer
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Director
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March 19, 2020
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Sander van Deventer, M.D., Ph.D.
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