[S-8 POS] HOOKIPA Pharma Inc. SEC Filing

Rhea-AI Filing Summary

Oblong, Inc. (Nasdaq: OBLG) has filed Pre-Effective Amendment No. 2 to a Form S-3 shelf. The statement registers up to 4,178,249 common shares for resale by current holders, sourced from: (i) 1,989,392 shares underlying June 2025 $0.0001 pre-funded warrants sold for $7.5 m; (ii) 1,138,387 shares issuable on conversion/exercise of Series F preferred stock and related warrants from the March 2023 $6.4 m financing; (iii) 99,470 2025 placement-agent warrant shares; (iv) 100,000 advisor-warrant shares; and (v) 851,000 supplement/common-warrant shares.

• The company receives no proceeds from stockholder resales.
• If exercised for cash, outstanding common, pre-funded, placement-agent and advisor warrants could yield ≈$7.1 m; preferred and supplement warrants could add ≈$60.9 m.

Post 1-for-40 reverse split (Aug 2024) OBLG had 1.91 m shares outstanding (15 Jul 2025) versus >20 m reserved, signalling heavy potential dilution. Series F preferred carries a 9 % dividend (20 % on default) and converts at $3.77 with a floor.

The filing satisfies registration-rights linked to the 2023 and 2025 private placements. Cash raised to date totals ≈$11.9 m (placements plus warrant exercises) and is earmarked for general corporate use while management pivots from Mezzanine™ video-collaboration products toward AI and digital-asset projects within Bittensor.

Key risks: significant dilution pressure, possible Nasdaq delisting, regulatory uncertainty around digital assets, dividend obligations on preferred stock, and continued reliance on external capital.

Positive

• $7.5 m cash already secured from June 2025 pre-funded warrant sale.
• Shelf registration may ease resale liquidity and set the stage for $7.1 m in potential warrant-exercise proceeds if share price rises.
• Strategic shift to AI/decentralised-compute markets could open higher-growth opportunities.

Negative

• Registration covers shares equal to ~220 % of current float, signalling heavy future dilution.
• Series F preferred accrues 9 % dividends (20 % on default) and has alternative conversion at discounts, adding pressure.
• Nasdaq listing remains at risk; another bid-price breach within 1 yr triggers immediate delisting notice.
• Digital-asset strategy introduces significant regulatory, liquidity and valuation uncertainties.

Insights

Capital-Markets Analyst

TL;DR Dilution-heavy resale shelf; cash only if warrants exercise; liquidity boost but equity overhang persists.

The S-3/A registers shares equal to 2.2× current float, removing resale restrictions on 2023/2025 investors. While neutral to cash today, the filing is prerequisite for up to $7 m in potential warrant-exercise inflows and a theoretical $60 m from preferred-related warrants. However, execution prices ($3.77–$4.71) sit near market ($4.04), limiting exercise likelihood without price appreciation. Conversion of all pref/warrants would push pro-forma share count above 22 m, a >10× increase, pressuring valuation multiples. The shelf underscores management’s dependence on equity markets to fund its AI pivot.

Regulatory & Digital-Asset Specialist

TL;DR AI/crypto pivot raises novel regulatory and listing risks on top of dilution.

OBLG plans to deploy fresh capital into Bittensor staking and broader digital-asset strategies. The prospectus adds extensive risk language: potential SEC or CFTC re-characterisation, Investment Company Act exposure, money-transmitter rules, and volatility of digital assets. Coupled with Nasdaq bid-price scrutiny after last year’s 1-for-40 reverse split, investors face layered uncertainty. Any adverse regulatory development could block the pivot and impair warrant-exercise economics, reducing the chance of additional cash reaching the balance sheet.

As filed with the U.S. Securities and Exchange Commission on July 29, 2025

Registration No. 333-230995

Registration No. 333-237285

Registration No. 333-264587

Registration No. 333-271238

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-230995

POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-237285

POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-264587

POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-271238

UNDER

THE SECURITIES ACT OF 1933

HOOKIPA PHARMA INC.

(Exact name of registrant as specified in its charter)

Delaware		81-5395687
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
350 Fifth Avenue, 72nd Floor, Suite 7240 New York, New York		10118
(Address of Principal Executive Offices)		(Zip Code)

HOOKIPA Pharma Inc. 2018 Stock Option and Grant Plan

HOOKIPA Pharma Inc. 2019 Stock Option and Incentive Plan

HOOKIPA Pharma Inc. 2019 Employee Stock Purchase Plan

HOOKIPA Pharma Inc. 2023 Inducement Plan

(Full titles of the plans)

Malte Peters

Chief Executive Officer

HOOKIPA Pharma Inc.

350 Fifth Avenue, 72nd Floor, Suite 7240

New York, New York 10118

+43 1 890 63 60

(Name and address of agent for service) (Telephone number, including area code, of agent for service)

Copies to:

Divakar Gupta

Reid Hooper

Cooley LLP

55 Hudson Yards

New York, NY 10001

Telephone: (212) 479-6000  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer x	Smaller reporting company x
	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 7(a)(2)(B) of the Securities Act. ¨

DEREGISTRATION OF SECURITIES

HOOKIPA Pharma Inc., a Delaware corporation (the “Company”), is filing these post-effective amendments (these “Post-Effective Amendments”) to the following Registration Statements on Form S-8 (collectively, the “Registration Statements”), which have been previously filed with the Securities and Exchange Commission (the “SEC”), to deregister any and all shares of the Company’s common stock, par value $0.0001 per share (“common stock”), registered but unsold or otherwise unissued under each such Registration Statement as of the date hereof:

· Registration File No. 333-230995, filed with the SEC on April 23, 2019, registering 1,597,638 shares of common stock issuable under the HOOKIPA Pharma Inc. 2018 Stock Option and Grant Plan (the “2018 Plan”), 2,608,042 shares of common stock issuable under the HOOKIPA Pharma Inc. 2019 Stock Option and Incentive Plan (the “2019 Plan”), and 260,804 shares of common stock issuable under the HOOKIPA Pharma Inc. 2019 Employee Stock Purchase Plan (the “2019 ESPP”);

· Registration File No. 333-237285, filed with the SEC on March 19, 2020, registering 1,022,644 shares of common stock issuable under the 2019 Plan and 255,661 shares of common stock issuable under the 2019 ESPP;

· Registration File No. 333-264587, filed with the SEC on April 29, 2022, registering 1,248,128 shares of common stock issuable under the 2019 Plan and 312,032 shares of common stock issuable under the 2019 ESPP; and

· Registration File No. 333-271238, filed with the SEC on April 13, 2023, registering 3,188,666 shares of common stock issuable under the 2019 Plan, 547,166 shares of common stock issuable under the 2019 ESPP and 500,000 shares of common stock issuable under the HOOKIPA Pharma Inc. 2023 Inducement Plan (the “Inducement Plan”).

The numbers of shares of common stock registered under the Registration Statements set forth above have not been adjusted to reflect the one-for-ten reverse stock split of the Company’s common stock effected on July 9, 2024.

On May 20, 2025, after consideration and evaluation of the Company’s long-term prospects and strategies, the Company’s Board of Directors unanimously approved entering into that certain Asset Purchase Agreement, dated May 21, 2025, by and among the Company, Hookipa Biotech GmbH and Gilead Sciences, Inc., which may constitute the sale of substantially all of the Company’s assets under Section 271 of the General Corporation Law of the State of Delaware (the “Asset Sale”), and the liquidation and dissolution of the Company pursuant to a plan of dissolution (the “Plan of Dissolution”), each of which, the Asset Sale and the Plan of Dissolution, is subject to the approval of the Company’s stockholders. The Company filed a definitive proxy statement on Schedule 14A with the SEC on July 3, 2025 with respect to a special meeting of the Company’s stockholders to consider and approve the Asset Sale and the Plan of Dissolution (the “Special Meeting”). On July 29, 2025, the Company’s stockholders approved the Asset Sale and the Plan of Dissolution at the Special Meeting.

As a result of the Company’s planned liquidation and dissolution, by filing these Post-Effective Amendments the Company has terminated any and all offerings of its securities pursuant to the Registration Statements. Accordingly, the Company hereby terminates the effectiveness of each Registration Statement and, in accordance with an undertaking made by the Company in Part II of each Registration Statement to remove from registration, by means of post-effective amendment, any of the securities registered which remain unsold at the termination of the offering, removes from registration any and all securities of the Company registered for issuance but remaining unsold or otherwise unissued under the Registration Statements as of the date hereof.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused these Post-Effective Amendments to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on July 29, 2025.

	HOOKIPA PHARMA INC.
	By:	/s/ Malte Peters
		Malte Peters Chief Executive Officer

No other person is required to sign these Post-Effective Amendments in reliance upon Rule 478 under the Securities Act of 1933, as amended.

FAQ

How many OBLG shares are being registered in this Form S-3/A?

The shelf covers 4,178,249 common shares issuable from warrants and preferred-stock conversions.

Will Oblong receive cash from this resale offering?

No. Proceeds go to selling stockholders. Oblong only benefits if existing warrants are exercised for cash.

What is the potential cash inflow if all warrants are exercised?

Cash-exercise could raise ≈$7.1 million from common, pre-funded, placement-agent and advisor warrants, plus ≈$60.9 million from preferred-related warrants.

How many shares are currently outstanding after the reverse split?

As of 15 Jul 2025, Oblong had 1,914,627 common shares outstanding.

Why is dilution a key risk for OBLG investors?

Registered shares and reserved warrants total over 20 million; full conversion could expand the share count more than ten-fold, pressuring share price.

What new business direction is Oblong pursuing?

Management plans to pivot from Mezzanine™ collaboration hardware toward AI and digital-asset initiatives within the Bittensor ecosystem.