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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.  x

 

 

 

 

 

 

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

 

(d) Exhibits
   
3.1   Certificate of Amendment of Amended and Restated Certificate of Incorporation of HOOKIPA Pharma Inc.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

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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