HOOK HOOKIPA Pharma Inc

 

 

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): February 20, 2025

 

 

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)		(IRS Employer Identification No.)

 

350 Fifth Avenue, 72nd Floor, Suite 7240
New York, New York		10118
(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 (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
Common Stock, $0.0001 par value per share		HOOK		The Nasdaq Capital 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  ¨

 

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 8.01 Other Information.

 

As previously reported, on January 2, 2025, HOOKIPA Pharma Inc. (the “Company”) and Poolbeg Pharma plc (“Poolbeg”) released an announcement pursuant to Rule 2.4 of the U.K. City Code on Takeovers and Mergers (the “Code”) that the Company and Poolbeg entered into non-binding discussions for the potential acquisition by the Company of the entire issued share capital of Poolbeg.

 

On February 20, 2025, the Company issued an announcement (the “Announcement”) pursuant to Rule 2.8 of the Code disclosing that the Company’s board of directors has determined that it does not intend to make an offer for Poolbeg under Rule 2.7 of the Code. A copy of the Announcement is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 8.01.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number		Description
99.1		Announcement pursuant to Rule 2.8 of the U.K. City Code on Takeovers and Mergers, dated February 20, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

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: February 20, 2025	HOOKIPA Pharma Inc.
	By:	/s/ Terry Coelho
	Name:	Terry Coelho
	Title:	Executive Vice President and Chief Financial Officer

 

 

Exhibit 99.1

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

 

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE CITY CODE ON TAKEOVERS AND MERGERS (“THE CODE”).

 

THIS ANNOUNCEMENT CONSTITUTES INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014, AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

 

For immediate release

 

20 February 2025

 

HOOKIPA Pharma Inc. (“HOOKIPA”)

 

Statement regarding potential combination for Poolbeg Pharma plc (“Poolbeg”)

 

Further to the announcement on 2 January 2025 regarding the non-binding discussions for an all-share acquisition by HOOKIPA of Poolbeg and the announcement on 30 January 2025 regarding the PUSU extension, the HOOKIPA Board has determined that it does not intend to make an offer for Poolbeg under Rule 2.7 of the Code.

 

This announcement is made in accordance with Rule 2.8 of the Code.

 

Under Note 2 on Rule 2.8 of the Code, HOOKIPA and any person(s) acting in concert with it reserve the right to set aside the restrictions in Rule 2.8 of the Code in the following circumstances:

 

a)

with the agreement of the board of Poolbeg;

 

b)

following the announcement of a firm intention to make an offer for Poolbeg, by or on behalf of a third party;

 

c)

following the announcement by Poolbeg of a Rule 9 waiver (as described in Note 1 on the Notes on Dispensations from Rule 9 of the Code) or a reverse takeover (as defined in the Code); or

 

d)

where the Panel on Takeovers and Mergers has determined that there has been a material change of circumstances.

 

The person responsible for arranging the release of this announcement on behalf of HOOKIPA is Malte Peters, Chief Executive Officer of HOOKIPA.

 

Enquiries:
HOOKIPA Pharma Inc.	+43 1 890 63 60
Malte Peters, CEO	IR@hookipapharma.com
Terry Coelho, EVP & CFO	Chuck@LifeSciAdvisors.com
Moelis & Company	+44 (0) 207 634 3500
(Financial Adviser to HOOKIPA)
London Chris Raff Simon Chaudhuri
New York Ashish Contractor

 

 

 

Important information

 

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or solicitation of any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction, whether pursuant to this announcement or otherwise.

 

The release, distribution or publication of this announcement in jurisdictions outside the United Kingdom may be restricted by laws of the relevant jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

 

Disclaimer

 

Moelis & Company LLC (“Moelis”) is acting as financial adviser to HOOKIPA in connection with the matters set out in this announcement and for no one else and will not be responsible to anyone other than HOOKIPA for providing the protections afforded to its clients nor for providing advice in relation to the matters set out in this announcement. Neither Moelis nor any of its subsidiaries, branches or affiliates and their respective directors, officers, employees or agents owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Moelis in connection with this announcement, any statement contained herein or otherwise

 

Publication on Website

 

A copy of this announcement will be made available (subject to certain restrictions relating to persons resident in restricted jurisdictions) on HOOKIPA’s website - https://ir.hookipapharma.com/potential-combination# by no later than 12 noon (London time) on the business day following the release of this announcement in accordance with Rule 26.1 of the Code. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

 

This announcement is not intended to, and does not, constitute, represent or form part of any offer, invitation or solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction whether pursuant to this announcement or otherwise.

 

 

v3.25.0.1

Cover	Feb. 20, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 20, 2025
Entity File Number	001-38869
Entity Registrant Name	HOOKIPA Pharma Inc.
Entity Central Index Key	0001760542
Entity Tax Identification Number	81-5395687
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	350 Fifth Avenue, 72nd Floor
Entity Address, Address Line Two	Suite 7240
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10118
City Area Code	+43
Local Phone Number	1 890 63 60
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	HOOK
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

---