Current Report Filing (8-k)
July 01 2022 - 8:07AM
Edgar (US Regulatory)
0001760542
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12/31
0001760542
2022-06-30
2022-06-30
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iso4217:USD
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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): June 30, 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) |
|
(I.R.S.
Employer
Identification No.) |
350
Fifth Avenue, 72nd Floor
Suite 7240 |
|
|
New York, New York |
|
10018 |
(Address
of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: +43 1
890 63 60
Not Applicable
Former name or former address, if changed since last report
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:
| ¨ | 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 each exchange on which registered |
Common stock, $0.0001 par value per share |
|
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.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes
in Fiscal Year
On June 30, 2022, HOOKIPA Pharma Inc. (the “Company”) filed
a Certificate of Amendment to its Amended and Restated Certificate of Incorporation, as amended, (the "Certificate of Amendment")
with the Secretary of State of the State of Delaware, to increase the number of authorized shares of the Company’s common stock,
par value $0.0001 per share (“Common Stock”) from 100,000,000 authorized shares to 200,000,000 authorized shares. The additional
common stock authorized by the Certificate of Amendment has rights identical to the Company’s currently outstanding common stock.
A copy of the Certificate of Amendment is attached as Exhibit 3.1 hereto
and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
The Company held its previously announced Annual Meeting of Stockholders
(the “Annual Meeting”) on June 30, 2022, at which a quorum was present. As of April 13, 2022, the record date for
the Annual Meeting, there were 50,872,734 shares of the Company’s Common Stock outstanding and entitled to vote at the Annual Meeting.
The Company’s stockholders voted on the following matters, which are described in detail in the Company’s Definitive Proxy
Statement filed with the U.S. Securities and Exchange Commission on May 16, 2022: (i) to elect Julie O’Neill and Reinhard Kandera
as Class III directors of the Company each to serve for a three-year term expiring at the Company’s annual meeting of stockholders
in 2025 and until their successors have been elected and qualified (“Proposal 1”), (ii) to ratify the appointment
of PwC Wirtschaftsprüfung GmbH as the Company’s independent registered public accounting firm for the fiscal year ending December 31,
2022 (“Proposal 2”), (iii) to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation
(the “Certificate of Incorporation”) to increase the total number of authorized shares of Common Stock from 100,000,000 shares
to 200,000,000 shares (“Proposal 3”), (iv) to authorize an amendment to the Certificate of Incorporation to effect a
reverse stock split of the Common Stock (without reducing the authorized number of shares of Common Stock), in the range of 1-for-2 to
1-for-10, if and when determined by the Company’s board of directors (“Proposal 4”), and (v) to approve an amendment
to the Company’s 2019 Stock Option and Incentive Plan (the “Plan”) to increase the maximum number of shares of Common
Stock reserved and available for issuance under the Plan by 1,000,000 shares (“Proposal 5”).
The Company’s stockholders approved the Class III director
nominees recommended for election in Proposal 1 at the Annual Meeting. The Company’s stockholders voted for the Class III directors
as follows:
Class III Director Nominee | |
For | | |
Withhold | | |
Broker Non-
Votes | |
Julie O’Neill | |
| 30,759,993 | | |
| 1,003,844 | | |
| 7,805,414 | |
Reinhard Kandera | |
| 25,883,390 | | |
| 5,880,447 | | |
| 7,805,414 | |
The Company’s stockholders approved Proposal 2. The votes cast
at the Annual Meeting were as follows:
For | | |
Against | | |
Abstain | |
| 39,000,736 | | |
| 418,404 | | |
| 150,111 | |
The Company’s stockholders approved Proposal 3. The votes cast
at the Annual Meeting were as follows:
For | | |
Against | | |
Abstain | |
| 31,364,292 | | |
| 8,142,221 | | |
| 62,738 | |
The Company’s stockholders approved Proposal 4. The votes cast
at the Annual Meeting were as follows:
For | | |
Against | | |
Abstain | |
| 29,546,720 | | |
| 9,929,187 | | |
| 93,344 | |
The Company’s stockholders approved Proposal 5. The votes cast
at the Annual Meeting were as follows:
For | | |
Against | | |
Abstain | | |
Broker Non-Votes | |
| 23,315,702 | | |
| 8,422,262 | | |
| 25,873 | | |
| 7,805,414 | |
No other matters were submitted to or voted on by the Company’s
stockholders at the Annual Meeting.
Item 9.01. Exhibits
SIGNATURE
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 hereunto duly authorized.
Date: July 1, 2022 |
HOOKIPA Pharma Inc. |
|
|
|
|
By: |
/s/ Joern Aldag |
|
|
Joern Aldag
Chief Executive Officer
(Principal Executive Officer) |
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