HOOKIPA Pharma Announces Intention to Voluntarily Delist and Deregister its Common Stock
HOOKIPA Pharma Inc. (NASDAQ: HOOK, “HOOKIPA”), a clinical-stage biopharmaceutical company developing next-generation immunotherapeutics for the treatment of cancer and serious infectious diseases, today announced its intention to voluntarily delist from the Nasdaq Capital Market (“Nasdaq”) and to deregister its common stock under Section 12(b) and Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and suspend its reporting obligations under Section 15(d) of the Exchange Act.
In connection with the consideration and evaluation of HOOKIPA’s long-term prospects and strategies by HOOKIPA’s board of directors, on May 21, 2025 HOOKIPA entered into an asset purchase agreement (“Asset Purchase Agreement”) with Gilead Sciences, Inc. (“Gilead”) pursuant to which Gilead will acquire all of HOOKIPA’s assets primarily related to or necessary for the conduct of HOOKIPA’s HB-400 program, currently in clinical development for the treatment of hepatitis B virus, and certain of HOOKIPA’s assets related to HOOKIPA’s HB-500 program, currently in clinical development for the treatment of human immunodeficiency virus (collectively, the “Asset Sale”). HOOKIPA has been developing the HB-400 and HB-500 programs in collaboration with Gilead pursuant to the collaboration and license agreement with Gilead. HOOKIPA is holding a special meeting of stockholders (the “Special Meeting”) on July 29, 2025, at 10:00 a.m. Eastern Time to seek stockholder approval of the Asset Sale and to approve the dissolution and liquidation of HOOKIPA in accordance with Delaware law.
If the stockholders approve the Asset Sale and the dissolution and liquidation of HOOKIPA, HOOKIPA 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. Upon HOOKIPA’s filing of a Certificate of Dissolution with the Delaware Secretary of State, the winding up and liquidation of HOOKIPA will commence.
In determining to voluntarily delist and deregister its common stock, HOOKIPA considered that, assuming its stockholders approve the Asset Sale and the dissolution and liquidation of HOOKIPA at the Special Meeting, following the Asset Sale and through the subsequent liquidation and dissolution of the company, HOOKIPA would have an obligation to continue to comply with the applicable reporting requirements of the Securities Exchange Act of 1934, as amended, even though compliance with these reporting requirements would be economically burdensome in light of the Asset Sale and HOOKIPA’s announced intent to dissolve and liquidate. Further, the expenses incurred by HOOKIPA in complying with the applicable reporting requirements would reduce the assets available for ultimate distribution to stockholders.
On July 18, 2025, HOOKIPA notified Nasdaq of its intent to voluntarily delist its common stock from Nasdaq. HOOKIPA currently anticipates that it will file with the Securities and Exchange Commission (“SEC”) a Form 25 relating to the delisting and deregistration of its common stock on or about July 29, 2025, and anticipates that the delisting and deregistration under Section 12(b) of its common stock will then become effective on or about August 8, 2025. Following the delisting, any trading in HOOKIPA’s common stock would only occur in privately negotiated sales and potentially on an over-the-counter market; however, there is no guarantee that a broker will make a market in the common stock and that trading of the common stock will continue on an over-the-counter market or otherwise.
Following the delisting of its common stock from Nasdaq, HOOKIPA intends to file a Form 15 with the SEC to deregister its common stock under Section 12(g) of the Exchange Act and suspend its reporting obligations under Section 15(d) of the Exchange Act. As a result of the filing of the Form 15, HOOKIPA’s obligation to file certain Exchange Act reports and forms with the SEC, including certain Forms 10-K, 10-Q and 8-K, will cease. HOOKIPA will generally be relieved of all reporting obligations under the Exchange Act upon the effectiveness of the Form 15. The Company expects that the deregistration of its common stock will become effective 90 days after the filing of the Form 15 with the SEC.
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Chuck Padala
Chuck@LifeSciAdvisors.com