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): June 15, 2020
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 Global Select 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 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 13(a) of the Exchange Act. x
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Resignation of Sander van Deventer
On June 15, 2020, Sander van Deventer, M.D., Ph.D. notified HOOKIPA Pharma Inc. (the “Company”) of his intent to resign from the Company’s Board of Directors (the “Board”) and from his position as member of the Audit Committee of the Board, effective as of June 16, 2020. Dr. van Deventer’s decision to resign from the Board was not the result of any dispute or disagreement with the Company or the Company’s Board on any matter relating to the operations, policies or practices of the Company.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The Company held its previously announced Annual Meeting of Stockholders (the “Annual Meeting”) on June 18, 2020, at which a quorum was present. As of April 20, 2020, the record date for the Annual Meeting, there were 21,824,990 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. The Company’s stockholders voted on the following matters, which are described in detail in the Company’s Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission on April 28, 2020: (i) to elect Joern Aldag, Jan van de Winkel and David R. Kaufman as Class I directors of the Company each to serve for a three-year term expiring at the Company’s annual meeting of stockholders in 2023 and until their successors have been elected and qualified (“Proposal 1”) and (ii) to ratify the appointment of PwC Wirtschaftsprüfung GmbH as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020 (“Proposal 2”).
The Company’s stockholders approved the Class I director nominees recommended for election in Proposal 1 at the Annual Meeting. The Company’s stockholders voted for the Class I directors as follows:
| Class I Director Nominee | For | Withhold | Broker Non-Votes | |||||||||
| Joern Aldag | 13,126,298 | 222,396 | 2,831,834 | |||||||||
| Jan van de Winkel | 11,023,253 | 2,325,441 | 2,831,834 | |||||||||
| David R. Kaufman | 13,121,422 | 227,272 | 2,831,834 | |||||||||
The Company’s stockholders approved Proposal 2. The votes cast at the Annual Meeting were as follows:
| For | Against | Abstain | ||
| 16,145,049 | 25,295 | 10,184 |
No other matters were submitted to or voted on by the Company’s stockholders at the Annual Meeting.
| Item 8.01. | Other Events. |
On June 19, 2020, the Company issued a press release announcing the resignation of Sander van Deventer as a member of the Board. A copy of the press release is attached as Exhibit 99.1 to this report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description | |
| 99.1 | Press release issued by HOOKIPA Pharma Inc. on June 19, 2020 |
SIGNATURE
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: June 19, 2020 | HOOKIPA Pharma Inc. | |
| By: | /s/ Joern Aldag | |
| Joern Aldag Chief Executive Officer (Principal Executive Officer) | ||
Exhibit 99.1
HOOKIPA Announces Changes to its Board
of Directors –
Resignation of Sander van Deventer
New York, US and Vienna, Austria, June 19, 2020 - HOOKIPA Pharma Inc. (NASDAQ: HOOK, ‘HOOKIPA’), a company developing a new class of immunotherapeutics targeting infectious diseases and cancers based on its proprietary arenavirus platform, today announced that Dr. Sander van Deventer has resigned as a Non-Executive Director of the Company’s Board of Directors and Audit Committee.
Sander van Deventer, who joined the Board of Directors in 2011, will continue to serve as a member of HOOKIPA’s Scientific Advisory & Review Committee.
Dr. Jan van de Winkel, Chairman of the Board of Directors at HOOKIPA, said: “On behalf of my fellow Board members and HOOKIPA's executive team, I would like to thank Sander for his major contributions to building our company. His extensive experience and creative insights played an important part in our development and he leaves with our very best wishes for the future.”
HOOKIPA’s Board of Directors will now consist of 8 members, including Dr. Jan van de Winkel as Chairman, Michael A. Kelly, Dr. David R. Kaufman, Dr. Christoph Lengauer, Julie O’Neill, Graziano Seghezzi, Joern Aldag, and Reinhard Kandera.
About HOOKIPA
HOOKIPA Pharma Inc. (NASDAQ: HOOK) is a clinical stage biopharmaceutical company developing a new class of immunotherapeutics targeting infectious diseases and cancers based on its proprietary arenavirus platform that is designed to reprogram the body’s immune system.
HOOKIPA’s proprietary arenavirus-based technologies, VaxWave®, a replication-deficient viral vector, and TheraT®, a replication-attenuated viral vector, are designed to induce robust antigen specific CD8+ T cells and pathogen-neutralizing antibodies. Both technologies are designed to allow for repeat administration to augment and refresh immune responses. TheraT® has the potential to induce CD8+ T cell response levels previously not achieved by other immuno-therapy approaches. HOOKIPA’s “off-the-shelf” viral vectors target dendritic cells in vivo to activate the immune system.
HOOKIPA’s VaxWave®-based prophylactic Cytomegalovirus (CMV) vaccine candidate is currently in a Phase 2 clinical trial in CMV-negative patients awaiting kidney transplantation from living CMV-positive donors as well as CMV-positive patients awaiting kidney transplantation from CMV-positive or -negative donors. To expand its infectious disease portfolio, HOOKIPA has entered into a collaboration and licensing agreement with Gilead Sciences, Inc. to jointly research and develop functional cures for HIV and chronic Hepatitis B infections.
In addition, HOOKIPA is building a proprietary immuno-oncology pipeline by targeting virally mediated cancer antigens, self-antigens and next-generation antigens. The TheraT® based lead oncology product candidates, HB-201 and HB-202, are in development for the treatment of Human Papilloma Virus 16-positive cancers. The Phase 1/2 clinical trial for HB-201 was initiated in December 2019. The HB-202 IND application was cleared by the FDA in June 2020.
Find out more about HOOKIPA online at www.hookipapharma.com.
For further information, please contact:
| Media | Investors |
| Nina Waibel | Matt Beck |
| Senior Director - Communications | Executive Director - Investor Relations |
| nina.waibel@hookipapharma.com | matthew.beck@hookipapharma.com |
| Media enquiries | |
| Instinctif Partners | |
| hookipa@instinctif.com | |
| +44 (0)20 7457 2020 |