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

Rhea-AI Filing Summary

Diamond Hill Investment Group (DHIL) filed its Q2-25 10-Q showing mixed operating performance but sharply higher bottom-line results, driven by investment gains. Revenue slipped 2% to $36.0 m as average advisory fee rate fell to 0.44% and equity outflows persisted, partially offset by higher fixed-income assets. Operating expenses rose 15%—mainly a $3.0 m swing in deferred-comp expense—pushing net operating income down 36% to $7.8 m and cutting the GAAP operating margin to 22% (adj. 30%).

Non-operating items reversed the picture. A $14.6 m mark-to-market gain on company investments (vs. a $0.7 m loss last year) lifted net income attributable to common shareholders 92% to $15.6 m, or $5.73 per diluted share (+96%). Assets under management rose 3% YoY to $30.1 bn, aided by $0.9 bn market appreciation that outweighed $0.6 bn net outflows; fixed-income strategies grew 53% while U.S. equity shrank 9%. Cash climbed to $49.1 m, no debt is outstanding on the $25 m credit line, and the board declared a $1.50 quarterly dividend (≈$4.1 m) payable 12 Sep 25. During 1H-25 the company repurchased $11.9 m of shares and issued new restricted stock, increasing outstanding shares to 2.73 m. Operating cash flow was –$15.7 m, reflecting incentive payouts and seed capital for consolidated funds, whose non-controlling interest now stands at $23.5 m.

Positive

• EPS surge: Diluted EPS rose 96% YoY to $5.73 on $15.6 m net income.
• Investment portfolio strength: $14.6 m unrealised/realised gains vs. prior-year loss.
• AUM growth: Assets rose to $30.1 bn (+3%) with strong 53% jump in fixed-income strategies.
• Robust liquidity: Cash increased to $49.1 m; no borrowings on $25 m credit facility.
• Shareholder returns: $1.50 dividend declared and $11.9 m year-to-date buybacks.

Negative

• Core revenue pressure: Total revenue –2% and advisory fee rate fell from 0.45% to 0.44%.
• Operating performance: Net operating income down 36%; margin fell to 22%.
• Net outflows: $644 m Q2 cash outflows, predominantly from Large-Cap and SMID equity strategies.
• Negative operating cash flow: –$15.7 m in 1H-25 vs. +$6.9 m prior year.
• Fee mix shift: Growth concentrated in lower-fee fixed-income products, risking further yield dilution.

Insights

Financial Analyst

TL;DR: Strong investment gains masked weaker core ops; watch fee pressure & equity outflows.

Non-operating gains boosted EPS nearly 2×, but core advisory trends were soft: revenue –2%, operating income –36%, fee rate compression and $644 m Q2 net outflows (mainly large-cap equity). Fixed-income inflows highlight product diversification, yet continued shift to lower-fee assets drags yield. Cash coverage and zero leverage provide flexibility for buybacks and $1.50 dividend. Negative operating cash flow merits monitoring, though seed investments and incentive timing explain much of the swing. Overall neutral to slightly positive near term; sustainability hinges on stabilising flows.

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 did DHIL's Q2-25 earnings compare to last year?

Net income attributable to common shareholders rose 92% to $15.6 m, lifting diluted EPS to $5.73 versus $2.93 in Q2-24.

What drove the jump in Diamond Hill's profitability?

A $14.6 m investment gain turned non-operating income positive, offsetting lower operating profit.

What are DHIL's current assets under management (AUM)?

AUM totaled $30.071 bn at 30 Jun 25, up 3% year-over-year.

Did the company experience fund inflows or outflows during Q2?

DHIL recorded $644 m net outflows—mainly from Large-Cap and SMID equities—partly offset by market appreciation.

Is Diamond Hill maintaining its dividend policy?

Yes. On 29 Jul 25 the board declared a $1.50 per-share quarterly dividend payable 12 Sep 25.

What is the status of the share-repurchase program?

The company repurchased 84,033 shares for $11.9 m during 1H-25, continuing capital returns.