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

Rhea-AI Filing Summary

HOOKIPA Pharma Inc. (NASDAQ: HOOK) has filed Post-Effective Amendment No. 1 to four previously effective Form S-8 registration statements. The company is deregistering all unsold shares that had been reserved for issuance under its 2018, 2019 and 2023 equity compensation and ESPP plans. The action follows shareholder approval on 29 Jul 2025 of both (1) an Asset Purchase Agreement with Gilead Sciences covering what may be substantially all of HOOKIPA’s assets and (2) a Plan of Dissolution. As the company now intends to liquidate and dissolve, it is terminating any further offerings under the affected registration statements and removing from registration the remaining shares (no reverse-split adjustment applied in counts).

The filing contains no financial results, but it confirms the end of HOOKIPA’s equity incentive programs and signals that the company will wind down operations once the asset sale closes and dissolution begins. There is no impact on outstanding shares already issued; the amendment solely affects unsold, unissued shares registered for future employee grants. Management states the filing satisfies the undertaking in Part II of each S-8 to remove such securities upon termination of the offerings.

Positive

• None.

Negative

• Liquidation and dissolution approved, indicating common stock may ultimately be cancelled with uncertain residual value for shareholders.
• All equity incentive plans terminated, suggesting no future operational growth or employee retention strategy.
• Deregistration of unsold shares underscores the end of any potential capital formation via equity issuance.

Insights

Corporate Governance Expert

TL;DR: Deregistration confirms liquidation path; equity plans ended—materially negative for long-term equity value.

The S-8 amendments formalize HOOKIPA’s shutdown of employee equity programs after shareholders approved the Gilead asset sale and dissolution. Removing unsold shares is routine procedure, yet it is noteworthy because it confirms that no future equity incentives—or broader capital raises—are expected. From a governance standpoint, the board is executing required steps to wind down, but for investors the takeaway is that HOOKIPA common stock will likely be cancelled following liquidation, subject to any residual distribution. The filing itself has low immediate trading impact; the strategic decision to liquidate (already disclosed) is the true driver. Nonetheless, this amendment removes any ambiguity about continued operations and supports a negative long-term valuation outlook.

Risk Analyst

TL;DR: Filing is procedural but reinforces liquidation risk; equity holders face downside.

By terminating all outstanding S-8 registrations, HOOKIPA signals cessation of employee incentive grants and implicitly the end of going-concern status. Shareholder approval of the asset sale and dissolution removes optionality for a turnaround. The filing does not affect previously issued shares, yet it underlines that future dilution risk is gone because future equity issuance is moot; instead, investors must now focus on liquidation waterfall and deal terms with Gilead. Prospective upside rests solely on asset sale proceeds versus liabilities, a calculation still undisclosed here. Overall effect: confirmatory and negative.

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

Why did HOOKIPA Pharma (HOOK) file Post-Effective Amendments to its Form S-8 registrations?

The company is deregistering all unsold shares because shareholders approved an asset sale and a plan of dissolution, ending its equity incentive programs.

How many shares are being deregistered by HOOKIPA Pharma?

Exact remaining unsold shares are not quantified, but the original registrations covered approximately 14.0 million pre-split shares across four filings.

Does this filing affect shares already held by investors or employees?

No. It only removes shares that had not yet been issued under stock plans; outstanding shares remain until liquidation.

What key corporate actions were approved on 29 Jul 2025?

Shareholders approved the Asset Sale to Gilead Sciences and the Plan of Dissolution.

What are the next steps for HOOKIPA Pharma after this deregistration?

The company will proceed with closing the asset sale, settling liabilities, and liquidating its remaining assets under the approved dissolution plan.