HOOKIPA Pharma Inc. (Form: 8-K, Received: 05/02/2022 17:32:11)

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): May 1, 2022

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)

(I.R.S. Employer

Identification No.)

350 Fifth Avenue, 72^nd Floor

Suite 7240

10018

New York, New York

(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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 1, 2022, the Board of Directors (the “Board”) of HOOKIPA Pharma Inc. (the Company”) appointed Christine D. Baker as Chief Operating Officer, effective immediately.

Ms. Baker has served as the Company’s Chief Business Officer since August 2019. Previously, Ms. Baker was a principal of CD Baker Consulting from May 2019 to July 2019 and the Chief Business Officer of EpicentRx, Inc. from September 2018 to April 2019. She previously held various positions at Novartis Pharmaceuticals Corporation from June 2004 to September 2018. Ms. Baker also serves on the board of TYME Technologies, Inc. She received a B.A. in Chemistry from Dartmouth College and an M.B.A. from Rutgers University.

In connection with Ms. Baker’s promotion to Chief Operating Officer, the Company entered into an amendment (the “Amendment”) to the employment agreement between the Company and Ms. Baker dated as of August 1, 2019. The Amendment amends Ms. Baker’s employment agreement to provide for: (i) an increase in her base salary to $450,000 and (ii) target annual incentive compensation of 40% of her base salary. A copy of Ms. Baker’s employment agreement, as amended by the Amendment, will be filed with the Company’s next quarterly report on Form 10-Q.

Ms. Baker has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure

On May 2, 2022, the Company issued a press release announcing the appointment of Ms. Baker as the Chief Operating Officer. A copy of this press release is furnished as Exhibit 99.1 to this report on Form 8-K.

The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01.

Exhibits


(d) Exhibits

99.1		Press Release issued by the Company on May 2, 2022, furnished herewith.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: May 2, 2022	HOOKIPA Pharma, Inc.

	By:	/s/ Joern Aldag
		Joern Aldag
		Chief Executive Officer
		(Principal Executive Officer)

Exhibit 99.1

HOOKIPA announces promotion of Christine D. Baker to Chief Operating Officer

New York, US and Vienna, Austria, May 2, 2022 - HOOKIPA Pharma Inc. (NASDAQ: HOOK, ‘HOOKIPA’), a company developing a new class of immunotherapeutics based on its proprietary arenavirus platform, today announced the promotion of Christine D. Baker to Chief Operating Officer effective immediately. Christine joined HOOKIPA in August 2019 as Chief Business Officer and has played a critical role in securing several strategic business collaborations for HOOKIPA’s novel arenaviral immunotherapeutics that help position the science and the company for continued growth.

“Since day one, Christine has applied her deep experience in business development and commercial planning to help uncover, negotiate and secure significant collaborations with major players in the pharmaceutical sector as we advance our novel arenaviral platform deeper into clinical development,” said Joern Aldag, Chief Executive Officer. “Moreover, she has demonstrated a willingness and aptitude to help shape the growth of HOOKIPA through our scientific positioning, alliance management, communications, and scientific expert engagement. Christine has also helped establish and grow our US-based operations, which will continue to play a key role in our future growth. Her promotion to COO is well deserved, and I look forward to continuing to work with her as we further build the value proposition of our diverse and rich pipeline of immunotherapeutics.”

Christine D. Baker has more than 30 years‘ experience in the biotech/pharmaceutical industry, with expertise in business development, commercialization, and drug development strategies. Prior to joining HOOKIPA, Christine served as Chief Business Officer at EpicentRx and Vice President at Novartis Oncology. During her 14-year tenure at Novartis, she held positions of increasing responsibility and drove deals from early-stage collaborations with start-up companies to multi-billion dollar asset swaps with large pharmaceutical companies. Christine began her career at Schering-Plough, where she advanced through a variety of roles in R&D, Marketing and Sales, Business Development, and General Management. She graduated from Dartmouth College magna cum laude with a Chemistry degree and earned an MBA with honors from Rutgers University. She currently serves as a non-executive Director of the Board of Tyme Technologies.

About HOOKIPA

HOOKIPA Pharma Inc. (NASDAQ: HOOK) is a clinical-stage biopharmaceutical company focused on developing novel immunotherapies, based on its proprietary arenavirus platform, that are designed to mobilize and amplify targeted T cells and thereby fight or prevent serious disease. HOOKIPA’s replicating and non-replicating technologies are engineered to induce robust and durable antigen-specific CD8+ T cell responses and pathogen-neutralizing antibodies. HOOKIPA’s pipeline includes wholly-owned investigational arenaviral immunotherapeutics targeting HPV16+ cancers, prostate cancer, KRAS-mutated cancers (including colorectal, pancreatic and lung), and other undisclosed programs. In addition, HOOKIPA aims to develop functional cures of HBV and HIV in collaboration with Gilead.

Find out more about HOOKIPA online at www.hookipapharma.com.

Forward Looking Statements

This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding the completion of the proposed offering and the use of proceeds from the proposed offering. The use of words such as “may,” “might,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “intend,” “future,” “potential,” or “continue,” and other similar expressions are intended to identify such forward-looking statements. All such forward-looking statements are based on management's current expectations of future events and are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely from those set forth in or implied by such forward-looking statements. These risks and uncertainties include, without limitation, uncertainties related to market conditions and the completion of the Offering on favorable terms or at all and those risks more fully discussed in the section entitled "Risk Factors" in HOOKIPA’s annual report on Form 10-K for the fiscal year ended December 31, 2020, as well as discussions of potential risks, uncertainties, and other important factors in HOOKIPA’s subsequent filings with the Securities and Exchange Commission, including in connection with the Offering. Any forward-looking statements represent HOOKIPA’s views only as of today and should not be relied upon as representing its views as of any subsequent date. All information in this press release is as of the date of the release, and HOOKIPA undertakes no duty to update this information unless required by law.

For further information, please contact:

Media	Investors
Instinctif Partners	Matt Beck
hookipa@instinctif.com	Executive Director – Investor Relations
+44 (0)20 7457 2020	matthew.beck@hookipapharma.com