UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its Charter)
(State
or Other Jurisdiction |
(Commission
|
(IRS
Employer |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including
area code:
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 (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 each
exchange on which registered | ||
| The
|
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
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 5.07 Submission of Matters to a Vote of Security Holders.
On July 29, 2025, HOOKIPA Pharma Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”). As of June 17, 2025, the record date for the Special Meeting, there were 9,799,053 shares of the Company’s common stock outstanding and entitled to vote at the Special Meeting. At the Special Meeting, 5,304,559 shares were present in person or represented by proxy, constituting 54.13% of the voting power on the record date. A quorum was present for all matters.
The Company’s stockholders voted on the following matters, which are described in detail in the Company’s definitive proxy statement (the “Proxy Statement”) filed with the U.S. Securities and Exchange Commission on July 3, 2025:
| (i) | To approve the sale of certain assets of the Company pursuant to the Asset Purchase Agreement dated May 21, 2025 by and among the Company, Hookipa Biotech GmbH and Gilead Sciences, Inc. (the “Asset Sale Proposal”); |
| (ii) | To approve the liquidation and dissolution of the Company and the Plan of Dissolution (as defined in the Proxy Statement), which, if approved, will authorize the Company to dissolve and liquidate as described in the Plan of Dissolution (the “Dissolution Proposal”); and |
| (iii) | To approve one or more adjournments of the Special Meeting from time to time, if necessary, to solicit additional proxies in the event that there are insufficient shares present virtually or represented by proxy voting in favor of the Asset Sale Proposal or the Dissolution Proposal (the “Adjournment Proposal”). |
The Company’s stockholders approved the Asset Sale Proposal. The votes cast at the Special Meeting were as follows:
| For | Against | Abstain | ||
| 5,063,462 | 239,595 | 1,502 |
The Company’s stockholders approved the Dissolution Proposal. The votes cast at the Special Meeting were as follows:
| For | Against | Abstain | ||
| 4,969,875 | 329,803 | 4,881 |
The Company’s stockholders approved the Adjournment Proposal. The votes cast at the Special Meeting were as follows:
| For | Against | Abstain | ||
| 5,110,153 | 191,383 | 3,023 |
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 hereunto duly authorized.
| Date: July 29, 2025 | HOOKIPA Pharma Inc. | |
| By: | /s/ Terry Coelho | |
| Name: | Terry Coelho | |
| Title: | Executive Vice President and Chief Financial Officer | |