HOOKIPA Pharma Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
HOOKIPA Pharma Inc. (the “Company”) held its previously announced 2024 Annual Meeting of Stockholders (the “Annual Meeting”) on June 17, 2024, at which the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the authorized number of shares of the Company’s common stock from 200,000,000 to 400,000,000 shares. The increase in the authorized number of shares of the Company’s common stock was effected pursuant to a Certificate of Amendment of Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) filed with the Secretary of State of the State of Delaware on June 18, 2024 and effective as of such date.
The foregoing description is qualified in its entirety by the Certificate of Amendment, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 17, 2024, the Company held the Annual Meeting, at which a quorum was present. As of April 22, 2024, the record date for the Annual Meeting, there were 96,550,590 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 26, 2024: (i) to elect Timothy Reilly, Ph.D., and Malte Peters as Class II directors of the Company, each to serve for a three-year term expiring at the Company’s annual meeting of stockholders in 2027 and until their successors have been elected and qualified (“Proposal 1”), (ii) to ratify the selection of PwC Wirtschaftsprüfung GmbH as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 (“Proposal 2”), (iii) to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the total number of authorized shares of common stock from 200,000,000 shares to 400,000,000 shares (“Proposal 3”), and (iv) to authorize the amendment of the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock (with a proportionate reduction in the authorized number of shares of Company common stock), in the range of 1-for-2 to 1-for-10 at any time prior to June 17, 2025, if and as determined by the Company’s board of directors (“Proposal 4”).
The Company’s stockholders elected the Class II director nominees nominated by the Company’s board of directors for election in Proposal 1 at the Annual Meeting. The Company’s stockholders voted for the Class II directors as follows:
| Class II Director Nominee | For | Withhold | Broker Non-Votes | |||
| Timothy Reilly, Ph.D. | 51,889,412 | 3,009,091 | 13,419,734 | |||
| Malte Peters | 53,923,670 | 974,833 | 13,419,734 |
The Company’s stockholders approved Proposal 2. The votes cast at the Annual Meeting were as follows:
| For | Against | Abstain | ||
| 67,639,359 | 625,371 | 53,507 |
The Company’s stockholders approved Proposal 3. The votes cast at the Annual Meeting were as follows:
| For | Against | Abstain | ||
| 64,841,475 | 3,351,491 | 125,271 |
The Company’s stockholders approved Proposal 4. The votes cast at the Annual Meeting were as follows:
| For | Against | Abstain | ||
| 63,357,238 | 4,719,438 | 241,561 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | ||
| Number | Description | |
| 3.1 | Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Company. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: June 18, 2024 | HOOKIPA Pharma Inc. | |
| By: | /s/ Joern Aldag | |
| Name: | Joern Aldag | |
| Title: | Chief Executive Officer | |