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): July 1829, 2025

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 Capital 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 ¨

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. ¨

Item 35.0107 ~~Notice~~Submission of ~~Delisting~~Matters ~~or Failure~~ to ~~Satisfy~~ a ~~Continued~~Vote ~~Listing Rule or Standard; Transfer~~ of ~~Listing~~Security Holders.

On July 18 29, 2025, HOOKIPA Pharma Inc. (the “Company”) ~~delivered formal notice to The Nasdaq Stock Market LLC of its intention to voluntarily delist its common stock,~~ ~~par~~held ~~value~~a ~~$0.0001~~special ~~per~~meeting ~~share (“Common Stock”), from the Nasdaq Capital Market (“Nasdaq”) and deregister the Common Stock under Section 12(b)~~ of ~~the~~stockholders ~~Securities and Exchange Act of 1934, as amended~~ (the “~~Exchange~~Special ~~Act~~Meeting”). ~~The~~As ~~Company intends to file a Notification~~ of ~~Removal~~June ~~from~~17, ~~Listing~~2025, ~~and/or~~the ~~Registration~~record ondate ~~Form 25~~for ~~with~~ the ~~Securities~~Special ~~and Exchange Commission~~Meeting, ~~(the~~there ~~“SEC”)~~were ~~on or about July 29~~9, ~~2025~~799,053 toshares ~~effect the voluntary withdrawal~~ of the ~~listing~~Company’s ofcommon ~~its~~stock ~~securities~~outstanding ~~from Nasdaq~~ and ~~the~~entitled ~~deregistration~~to ofvote ~~its~~at ~~securities under Section 12(b) of~~ the ~~Exchange~~Special ~~Act~~Meeting. ~~The~~At ~~Company anticipates that~~ the ~~delisting~~Special ~~from~~Meeting, ~~Nasdaq~~5,304,559 ~~and~~shares ~~deregistration~~were ~~under~~present ~~Section 12(b) of~~in ~~its~~person ~~securities will become effective on~~ or ~~about~~represented ~~August 8~~by proxy, ~~2025~~constituting 54. ~~Following~~13% ~~the effectiveness~~ of the ~~Form 25,~~voting ~~the~~power ~~Company~~on ~~intends to file a Form 15 with~~ the ~~SEC~~record ~~to deregister the Company’s~~date. ~~securities~~A ~~under~~quorum ~~Section 12(g) of~~was ~~the~~present ~~Exchange~~for ~~Act~~all ~~and suspend its reporting obligations under Section 15(d) of the Exchange Act~~matters.

~~Item~~The ~~8.01~~Company’s ~~Other~~stockholders ~~Information~~voted on the following matters, which are described in detail in the Company’s definitive proxy statement (the “Proxy Statement”) filed with the U.S. Securities and Exchange Commission on July 3, 2025:

On(i) ~~July 18,~~To ~~2025,~~approve the ~~Company~~sale ~~issued~~of acertain ~~press release~~assets ~~announcing~~of ~~its~~the ~~intention~~Company pursuant to ~~voluntarily~~the ~~delist~~Asset ~~and~~Purchase ~~deregister~~Agreement ~~its~~dated ~~Common~~May ~~Stock. A~~21, ~~copy~~2025 ofby ~~the~~and ~~press~~among ~~release~~the isCompany, ~~attached hereto~~Hookipa asBiotech ~~Exhibit 99.1~~GmbH and isGilead ~~incorporated~~Sciences, ~~herein~~Inc. by(the ~~reference.~~“Asset Sale Proposal”);

~~Item~~(ii) ~~9.01~~To ~~Financial~~approve ~~Statements~~the liquidation and ~~Exhibits.~~dissolution of the Company and the Plan of Dissolution (as defined in the Proxy Statement), which, if approved, will authorize the Company to dissolve and liquidate as described in the Plan of Dissolution (the “Dissolution Proposal”); and

(diii) ~~Exhibits~~ 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”).

Exhibit
Number		Description
99.1		Press Release dated July 18, 2025.
104		Cover Page Interactive Data (embedded within the Inline XBRL document).

The Company’s stockholders approved the Asset Sale Proposal. The votes cast at the Special Meeting were as follows:

SIGNATURES

For		Against		Abstain
5,063,462		239,595		1,502

~~Pursuant to the requirements of the Securities~~The ~~Exchange~~Company’s ~~Act~~stockholders ofapproved ~~1934,~~ the ~~registrant~~Dissolution ~~has~~Proposal. ~~duly~~The ~~caused~~votes ~~this~~cast ~~report~~at ~~to be signed on its behalf by~~ the ~~undersigned~~Special ~~hereunto~~Meeting ~~duly~~were ~~authorized.~~as follows:

Date: July 18, 2025	HOOKIPA Pharma Inc.
For		Against	Abstain
	By:	/s/ Terry Coelho
4,969,875		329,803	4,881
	Name:	Terry Coelho
	Title:	Executive Vice President and Chief Financial Officer

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

For		Against		Abstain
5,110,153		191,383		3,023

SIGNATURES

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: July 29, 2025	HOOKIPA Pharma Inc.

	By:	/s/ Terry Coelho
	Name:	Terry Coelho
	Title:	Executive Vice President and Chief Financial Officer

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