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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of Earliest Event Reported): June 9, 2023



(Exact name of registrant as specified in its charter)


Delaware   001-38869   81-5395687

(State or other jurisdiction
of incorporation)


File Number)


(I.R.S. Employer

Identification No.)


350 Fifth Avenue, 72nd Floor

Suite 7240

New York, New York   10018
(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:


¨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 5.07 Submission of Matters to a Vote of Security Holders


The Company held its previously announced Annual Meeting of Stockholders (the “Annual Meeting”) on June 9, 2023, at which a quorum was present. As of April 4, 2023, the record date for the Annual Meeting, there were 52,322,822 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 13, 2023: (i) to elect Joern Aldag, Jan Van de Winkel and David 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 2026 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, 2023 (“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-
Joern Aldag     23,467,198       694,812       12,570,123  
Jan Van de Winkel     22,299,220       1,862,790       12,570,123  
David Kaufman     23,856,771       305,239       12,570,123  


The Company’s stockholders approved Proposal 2. The votes cast at the Annual Meeting were as follows:


For     Against     Abstain
35,649,440     571,982     510,711


No other matters were submitted to or voted on by the Company’s stockholders at the Annual Meeting.


Item 9.01. Exhibits 


(d) Exhibits
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).







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 9, 2023 HOOKIPA Pharma Inc.
  By: /s/ Joern Aldag
    Joern Aldag
Chief Executive Officer
(Principal Executive Officer)