As filed with the Securities and Exchange Commission on March 19, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
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. 2019 Stock Option and Incentive Plan
HOOKIPA Pharma Inc. 2019 Employee Stock Purchase Plan
(Full Title of the Plans)
Joern Aldag
Chief Executive Officer
HOOKIPA Pharma Inc.
350 Fifth Avenue, 72nd Floor, Suite 7240
New York, New York 10118
+43 1 890 63 60
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
|
Kingsley L. Taft, Esq. Robert E. Puopolo, Esq. Seo Salimi, Esq. Goodwin Procter LLP 100 Northern Avenue Boston, Massachusetts 02210 (617) 570-1000
|
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 | x |
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. x
CALCULATION OF REGISTRATION FEE
|
Title of Securities To Be Registered |
Amount To Be Registered(1) |
Proposed Maximum Offering Price Per Share |
Proposed Offering Price |
Amount of Registration Fee | ||||
| Common Stock, par value $0.0001 per share | 1,022,644 shares(2) | $7.04(3) | $7,199,413.76 | $934.48 | ||||
| Common Stock, par value $0.0001 per share | 255,661 shares (4) | $5.98(5) | $1,528,852.78 | $198.45 | ||||
| Total | 1,278,305 shares | $8,728,266.54 | $1,132.93 |
| (1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock which become issuable under the above-named plans by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of our outstanding shares of common stock. |
| (2) | Represents an automatic annual increase on January 1, 2020 to the number of shares reserved for issuance under the 2019 Stock Option and Incentive Plan (the “2019 Plan”) pursuant to the terms of the 2019 Plan. Shares available for issuance under the 2019 Plan were previously registered on a registration statement on Form S-8 filed with the Securities and Exchange Commission on April 23, 2019 (Registration No. 333-230995). |
| (3) | The price of $7.04 per share, which is the average of the high and low sale prices of the Common Stock of the registrant as quoted on the Nasdaq Global Select Market on March 17, 2020, is set forth solely for purposes of calculating the registration fee pursuant to Rules 457(c) and (h) of the Securities Act, and has been used as these shares are without a fixed price. |
| (4) | Represents an automatic annual increase on January 1, 2020 to the number of shares reserved for issuance under the 2019 Employee Stock Purchase Plan (the “2019 ESPP”) pursuant to the terms of the 2019 ESPP. Shares available for issuance under the 2019 ESPP were previously registered on a registration statement on Form S-8 filed with the Securities and Exchange Commission on April 23, 2019 (Registration No. 333-230995). |
| (5) | The price of $5.98 per share, which is 85% of the average of the high and low sale prices of the Common Stock of the registrant as quoted on the Nasdaq Global Select Market on March 17, 2020, is set forth solely for purposes of calculating the registration fee pursuant to Rules 457(c) and (h) of the Securities Act, and has been used as these shares are without a fixed price. Pursuant to the 2019 ESPP, the purchase price of the shares of Common Stock reserved for issuance thereunder will be 85% of the fair market value of a share of Common Stock on the first trading day of the offering period or on the exercise date, whichever is less. |
EXPLANATORY NOTE
This Registration Statement on Form S-8 relating to the 2019 Stock Option and Incentive Plan and the 2019 Employee Stock Purchase Plan of HOOKIPA Pharma Inc. (the “Registrant”) registers additional securities of the same class as other securities for which a registration statement filed on Form S-8 (SEC File No. 333-230995) of the Registrant is effective. Accordingly, the information contained in the Registrant’s Registration Statement on Form S-8 (SEC File No. 333-230995) filed with the Securities and Exchange Commission on April 23, 2019 is hereby incorporated by reference pursuant to General Instruction E, except for “Item 8. Exhibits.”
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
See the Exhibit Index for a list of exhibits filed as part of this registration statement, which Exhibit Index is incorporated herein by reference.
EXHIBIT INDEX
* Filed herewith.
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 this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on March 19, 2020.
| HOOKIPA PHARMA INC. | |||
| By: | /s/ Joern Aldag | ||
| Joern Aldag | |||
| Chief Executive Officer | |||
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of HOOKIPA Pharma Inc. (the “Company”), hereby severally constitute and appoint Joern Aldag, Reinhard Kandera and Daniel Courtney, and each of them singly, our true and lawful attorneys, with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below, any and all amendments (including post-effective amendments) to this Registration Statement, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and generally to do all things in our names and on our behalf in such capacities to enable the Company to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
| Signature | Title(s) | Date | ||
| /s/ Joern Aldag | Chief Executive Officer and Director | March 19, 2020 | ||
| Joern Aldag | (Principal Executive Officer) | |||
| /s/ Reinhard Kandera | Chief Financial Officer and Director | March 19, 2020 | ||
| Reinhard Kandera | (Principal Financial and Accounting Officer) | |||
| /s/ Jan van de Winkel | Chairman of the Board | March 19, 2020 | ||
| Jan van de Winkel, Ph.D. | ||||
| /s/ Michael A. Kelly | Director | March 19, 2020 | ||
| Michael A. Kelly | ||||
| /s/ David Kaufman | Director | March 19, 2020 | ||
| David Kaufman | ||||
| /s/ Christoph Lengauer | Director | March 19, 2020 | ||
| Christoph Lengauer, Ph.D. | ||||
| /s/ Julie O’Neill | Director | March 19, 2020 | ||
| Julie O’Neill | ||||
| /s/ Graziano Seghezzi | Director | March 19, 2020 | ||
| Graziano Seghezzi | ||||
| /s/ Sander van Deventer | Director | March 19, 2020 | ||
| Sander van Deventer, M.D., Ph.D. | ||||
Exhibit 5.1
 |
Goodwin Procter llp |
| 100 Northern Avenue | |
| Boston, MA 02210 | |
| goodwinlaw.com | |
| +1 617 570 1000 |
March 19, 2020
HOOKIPA Pharma Inc.
350 Fifth Avenue, 72nd Floor
Suite 7240
New York, NY 10118
Re: Securities Being Registered under Registration Statement on Form S-8
We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-8 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof relating to an aggregate of 1,278,305 shares (the “Shares”) of Common Stock, $0.0001 par value per share (“Common Stock”), of HOOKIPA Pharma Inc., a Delaware corporation (the “Company”), that may be issued pursuant to the Company’s 2019 Stock Option and Incentive Plan and 2019 Employee Stock Purchase Plan (collectively, the “Plans”).
We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.
The opinion set forth below is limited to the Delaware General Corporation Law.
For purposes of the opinion set forth below, we have assumed that no event occurs that causes the number of authorized shares of Common Stock available for issuance by the Company to be less than the number of then unissued Shares.
Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Plans, will be validly issued, fully paid and nonassessable.
We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
| Very truly yours, | |
| /s/ Goodwin Procter LLP | |
| GOODWIN PROCTER LLP | |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-230995) of HOOKIPA Pharma Inc. of our report dated March 19, 2020 relating to the financial statements, which appears in this Form 10-K.
Vienna, Austria
March 19, 2020
| PwC Wirtschaftsprüfung GmbH | |
| /s/ Alexandra Rester | |
| Austrian Certified Public Accountant |