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2022-06-17 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 17, 2022
HOOKIPA PHARMA INC.
(Exact name of Registrant as Specified in Its Charter)
(State or Other
Fifth Avenue, 72nd Floor,
of principal executive offices)
Registrant’s telephone number, including area code:
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)
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
Securities registered pursuant to Section 12(b) of the
Title of each class
Name of exchange on which
Common stock, $0.0001
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).
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
||Entry into a Material Definitive Agreement.
Registration Rights Agreement
On June 17, 2022, HOOKIPA Pharma Inc. (the “Company”) entered into
a registration rights agreement (the “Registration Rights
Agreement”) with Gilead Sciences, Inc. (“Gilead”). The Registration
Rights Agreement was entered into pursuant to that certain Stock
Purchase Agreement (the “Stock Purchase Agreement”), dated February
15, 2022 (the “Effective Date”), by and between the Company and
Gilead. Pursuant to, and subject to the terms and conditions of the
Stock Purchase Agreement, Gilead is required, at the Company’s
option, to purchase up to $35,000,000 of the Company’s common
stock, par value $0.0001 per share (the “Common Stock”). On the
Effective Date, Gilead purchased an initial amount of 1,666,666
unregistered shares of the Company’s Common Stock (the “Initial
Shares”) for approximately $5.0 million at a purchase price per
share equal to $3.00.
to the terms of the Registration Rights Agreement, the Company has
agreed to file a registration statement covering the resale of the
Initial Shares by no later than August 15, 2022 and to use
commercially reasonable efforts to cause such registration
statement to be declared effective as soon as practicable.
Additionally, within four months of any additional purchases of
Common Stock by Gilead pursuant to the Stock Purchase Agreement
(such shares of Common Stock, the “Subsequent Shares”), the Company
will be required to file additional registration statements
covering the resale of such Subsequent Shares. The Company also
agreed to use commercially reasonable efforts to keep each
registration statement continuously effective until the earlier of
(i) such time as all of the Registrable Securities (as defined in
the Registration Rights Agreement) covered by such registration
statement have been publicly sold by Gilead and (ii) the
date on which Gilead ceases to hold Registrable Securities. The
Company has agreed to be responsible for all reasonable fees and
expenses incurred in connection with the registration of the
The Company has granted Gilead customary indemnification rights in
connection with the registration statement. Gilead has also granted
the Company customary indemnification rights in connection with the
The foregoing description of the Registration Rights Agreement and
Stock Purchase Agreement do not purport to be complete and are
qualified in their entirety by reference to the Registration Rights
Agreement, a copy of which is filed as Exhibit 10.1 hereto and
incorporated by reference herein, and the Stock Purchase Agreement,
filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K,
filed with the Securities and Exchange Commission on February 15,
2022 and incorporated by reference herein.
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Resignation of Igor Matushansky
On June 20, 2022, Igor Matushansky, M.D., Ph.D., who has served as
the Chief Medical Officer and Global Head of Research and
Development of the Company, notified the Company that he will
resign from his current positions, effective as of June 30, 2022.
Following his resignation, Dr. Matushansky will serve as the chair
of the Company’s Scientific Advisory Board.
Consultation Agreement and Scientific Advisory Board Agreement
with Dr. Matushansky
In connection with the resignation of Dr. Matushansky, the Company
and Dr. Matushansky will enter into a consulting agreement (the
“Consulting Agreement”), which provides that Dr. Matushansky will
serve as clinical advisor to the Chief Executive Officer. The
Consulting Agreement provides for a one-time grant of options to
purchase 20,000 shares of the Company’s common stock, which options
shall vest in full on the 12-month anniversary of the entry into
the Consulting Agreement, and continued vesting throughout the term
of the Consulting Agreement of stock options held by Dr.
Matushansky immediately prior to his resignation. The Consulting
Agreement has a term of twelve months. Either party may terminate
the Consulting Agreement at any time upon 30 days’ notice.
Dr. Matushansky was also appointed to chair the Company’s newly
formed Scientific Advisory Committee. In connection with the
appointment, Dr. Matushansky will enter into a Scientific Advisory
Board Agreement with the Company, which provides that Dr.
Matushansky will receive a per meeting fee of $2,500.
Item 7.01 Regulation FD Disclosure
On June 21, 2022, the Company issued a press release announcing the
resignation of Dr. Matushansky. A copy of this press release is
furnished as Exhibit 99.1 to this report on Form 8-K.
The information in this Item 7.01 and Exhibit 99.1 attached hereto
is intended to be furnished and shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934 (the
“Exchange Act”) or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any
filing under the Securities Act of 1933 or the Exchange Act, except
as expressly set forth by specific reference in such filing.
Statements and Exhibits.
||Cover Page Interactive
Data File (embedded within the Inline XBRL).
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.
June 21, 2022
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