PREM14A 1 ny20049278x1_prem14a.htm PREM 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☒	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to § 240.14a-12

HOOKIPA Pharma Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box)

☐	No fee required.

☐	Fee paid previously with preliminary materials.

☒	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION

HOOKIPA PHARMA INC.

350 Fifth Avenue, 72nd Floor, Suite 7240

New York, New York 10118

Notice of Special Meeting of Stockholders

To Be Held on , 2025

Dear Stockholder:

You are cordially invited to attend a special meeting of stockholders (the “Special Meeting”) of HOOKIPA Pharma Inc., a Delaware corporation (the “Company,” “HOOKIPA,” “we,” “us,” or “our”), to be held on , , 2025, at 10:00 a.m. Eastern Time.

The Special Meeting will be held in a virtual-only meeting format at www.virtualshareholdermeeting.com/HOOK2025SM. We believe hosting a virtual meeting enables participation by more of our stockholders, while lowering the cost of conducting the meeting. Stockholders attending the virtual meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting. We encourage you to attend online and participate. We recommend that you log in a few minutes before 10:00 a.m., Eastern Time, on , 2025 to ensure you are logged in when the Special Meeting starts. You will not be able to attend the Special Meeting in person.

The Special Meeting will be held for the following purposes:

To consider and vote upon a proposal to approve the sale of certain assets of the Company (the “Asset Sale”) pursuant to the Asset Purchase Agreement dated May 21, 2025 (as it may be amended from time to time, the “Asset Purchase Agreement”), by and among HOOKIPA, Hookipa Biotech GmbH and Gilead Sciences, Inc. (the “Asset Sale Proposal”).

To approve the liquidation and dissolution of the Company (the “Dissolution”) and the Plan of Dissolution (as it may be amended from time to time, the “Plan of Dissolution”), which, if approved, will authorize the Company to dissolve and liquidate as described in the Plan of Dissolution (the “Dissolution Proposal”).

To approve one or more adjournments of the Special Meeting from time to time, if necessary, to solicit additional proxies in the event that there are insufficient shares present virtually or represented by proxy voting in favor of the Asset Sale Proposal or the Dissolution Proposal (the “Adjournment Proposal”).

These items of business are more fully described in the proxy statement accompanying this notice. The record date for the Special Meeting is , 2025. Only stockholders of record at the close of business on that date are entitled to notice of and may vote at the Special Meeting or any adjournment thereof.

The Board is seeking stockholder approval of the Asset Sale because we are a Delaware corporation and the Asset Sale may constitute the sale of “substantially all” of our property and assets under Section 271 of the General Corporation Law of the State of Delaware (the “DGCL”). Section 271 of the DGCL requires that a Delaware corporation obtain the approval of the holders of a majority of the corporation’s outstanding stock entitled to vote thereon for the sale of “all or substantially all of its property and assets.” Additionally, approval of the Asset Sale by holders of a majority in voting power of our outstanding stock is a closing condition under the Asset Purchase Agreement. The proposals to approve the Asset Sale pursuant to the Asset Purchase Agreement and to approve the subsequent Dissolution require the affirmative vote of the holders of a majority of the outstanding shares of our common stock. Therefore, it is very important that your shares be represented and voted at the Special Meeting.

The approval of the Asset Sale Proposal is not conditioned upon stockholders approving the Dissolution Proposal, but the approval of the Dissolution Proposal is conditioned on stockholders approving the Asset Sale Proposal. The effectiveness of the Dissolution is conditioned upon the consummation of the Asset Sale. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in the proxy statement. Stockholders do not have dissenters’ rights of appraisal in connection with the Asset Sale or the Dissolution.

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If the stockholders approve the Asset Sale and the Dissolution, the Company intends to file a Certificate of Dissolution (the “Certificate of Dissolution”) with the Delaware Secretary of State as soon as practicable following the closing of the Asset Sale and the completion of the transfer plan under the Asset Purchase Agreement (the “Transfer Plan”). Upon the Company’s filing of a Certificate of Dissolution with the Delaware Secretary of State, the winding up and liquidation of the Company pursuant to the Plan of Dissolution will commence. On the date the Company files a Certificate of Dissolution with the Delaware Secretary of State, the Company will close its stock transfer books, after which it will not be possible for stockholders to trade our stock, which is referred to herein as the “Final Record Date”.

After filing the Certificate of Dissolution, the Company plans to make distributions to the stockholders, subject to a contingency reserve for remaining costs and liabilities including those stemming from the Asset Purchase Agreement, of available proceeds, including from the Asset Sale, if any. The amount and timing of any distributions to stockholders will be determined by the Board in its discretion, as described in the Plan of Dissolution. However, there can be no assurance as to the timing and amount of distributions to our stockholders, if any, because there are many factors, some of which are outside of our control, that could affect our ability to make such distributions.

The enclosed proxy statement provides you with detailed information about the Special Meeting and the proposed transactions. In particular, please review the matters referred to under “Risk Factors” starting on page 23 for a discussion of the risks related to the Asset Sale and the Dissolution. We encourage you to read the proxy statement and all annexes thereto carefully and in their entirety. You may also obtain additional information about us from documents we have filed with the Securities and Exchange Commission, which are available without charge through the Securities and Exchange Commission’s website at www.sec.gov.

Your vote is extremely important, regardless of the number of shares you own. Whether or not you plan to attend the Special Meeting, we ask that you promptly sign, date and return the enclosed proxy card in the envelope provided, or submit your proxy by telephone or over the internet (if those options are available to you) in accordance with the instructions on the enclosed proxy card. If your shares of common stock are held in “street name” by your broker, bank or other nominee, you should instruct your broker, bank or other nominee on how to vote your shares of common stock using the instructions provided by your broker, bank or other nominee.

The Company’s Board has unanimously approved the Asset Sale pursuant to the Asset Purchase Agreement and the Dissolution and the Plan of Dissolution, in each case as being in the best interests of the Company and its stockholders. The Board recommends that you vote “FOR” the Asset Sale Proposal, “FOR” the Dissolution Proposal and “FOR” the Adjournment Proposal.


			By Order of the Board of Directors,


			Malte Peters
			Chief Executive Officer and Director

New York, New York

, 2025

Neither the United States Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Asset Sale or the Dissolution, passed upon the merits of the Asset Sale or the Dissolution or passed upon the adequacy or accuracy of the information contained in this proxy statement and any documents incorporated by reference. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated , 2025, and, together with the enclosed form of proxy card, is first being mailed to our stockholders on or about such date.

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PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION

PROXY STATEMENT

FOR THE SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON , 2025

IMPORTANT NOTICE REGARDING THE PROXY MATERIALS

FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON , 2025

We intend to mail these proxy materials on or about , 2025 to all stockholders of record entitled to vote at the Special Meeting. These proxy materials are available on the investor relations page of our website at www.hookipapharma.com. The information contained on, or accessible through, the websites referenced in this proxy statement is not incorporated by reference into this proxy statement.

A complete list of the stockholders entitled to vote at the Special Meeting will be available for examination during regular business hours for the ten (10) days prior to the Special Meeting by request. You may email us at IR@hookipapharma.com to coordinate arrangements to view the stockholder list.

YOUR VOTE IS IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE: (1) BY TELEPHONE; (2) THROUGH THE INTERNET; OR (3) BY SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. You may revoke your proxy or change your vote at any time before it is voted at the Special Meeting.

If you hold your shares of common stock in “street name,” you should instruct your bank, broker or other nominee how to vote your shares of common stock in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your broker or other agent cannot vote on any of the proposals, including the Asset Sale Proposal and the Dissolution Proposal, without your instructions.

If you are a stockholder of record, voting virtually at the Special Meeting will revoke any proxy that you previously submitted. If you hold your shares of common stock through a bank, broker or other nominee, you must obtain a “legal proxy” in order to vote virtually at the Special Meeting.

If you fail to (1) sign and return your proxy card, (2) grant your proxy electronically over the Internet or by telephone or (3) vote virtually at the Special Meeting, your shares of common stock will not be counted for purposes of determining whether a quorum is present at the Special Meeting and will have the same effect as a vote “AGAINST” the Asset Sale Proposal and the Dissolution Proposal.

You should carefully read and consider this entire proxy statement and the annexes to this proxy statement, along with all of the documents incorporated by reference into this proxy statement, as they contain important information about, among other things, the Asset Sale and the Dissolution and how both affect you.

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						Page
SUMMARY OF TERMS						1
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING, THE ASSET SALE AND THE DISSOLUTION						11
CAUTIONARY STATEMENT CONCERNING FORWARD LOOKING INFORMATION						22
RISK FACTORS						23
THE ASSET SALE (PROPOSAL NO. 1)

SEC Form PREM14A filed by HOOKIPA Pharma Inc.