M&A - HOOKIPA Pharma Inc.

Form Type: 8-K

Filing Date: 2025-05-22

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925051841

Filing Summary: On May 21, 2025, HOOKIPA Pharma Inc. and its wholly owned subsidiary, Hookipa Biotech GmbH, entered into an Asset Purchase Agreement with Gilead Sciences, Inc. Gilead will acquire assets related to the Sellers' HB-400 and HB-500 programs in exchange for up to $10,000,000, with $3,000,000 due at closing. The transaction is contingent on stockholder approval. An amendment to the Collaboration Agreement allows for the winding down of the HB-500 clinical trial. Furthermore, the company plans to dissolve Hookipa Biotech once stockholder approval for the Asset Sale and Dissolution is obtained. The agreement includes customary representations and warranties and establishes indemnification rights for both parties. There are provisions for potential termination and reimbursement of expenses under certain conditions. The employment agreement for CEO Dr. Malte Peters will be amended to reflect additional responsibilities related to the liquidation process following the Asset Sale.

Form Type: DEFA14A

Filing Date: 2025-05-22

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925051845

Filing Summary: On May 21, 2025, HOOKIPA Pharma Inc. entered into an Asset Purchase Agreement with Gilead Sciences, Inc. Under this agreement, Gilead will acquire all assets primarily related to HOOKIPA's HB-400 program for hepatitis B and certain assets of the HB-500 program for HIV treatment. The total purchase price is up to $10 million, with $3 million payable at closing and the remainder in three staged payments. The completion of the Asset Sale is contingent upon approval by HOOKIPA's stockholders and fulfillment of various conditions. The Asset Purchase Agreement also includes conditions related to both parties' obligations and customary representations and warranties. The Board approved steps toward the possible dissolution of HOOKIPA Pharma contingent on stockholder approval of the Asset Sale. The document also outlines amendments to the Employment Agreement for HOOKIPA's CEO regarding responsibilities during the dissolution process, along with a special bonus structure related to the wind-down.

Form Type: 8-K

Filing Date: 2025-02-20

Corporate Action: Acquisition

Type: Update

Accession Number: 000110465925015647

Filing Summary: On February 20, 2025, HOOKIPA Pharma Inc. issued an announcement indicating that it does not intend to make an offer for the entire issued share capital of Poolbeg Pharma plc. This follows previous non-binding discussions reported on January 2, 2025, regarding a potential acquisition. The announcement was made pursuant to Rule 2.8 of the U.K. City Code on Takeovers and Mergers and was accompanied by an exhibit detailing the statement made by the Company.

Form Type: 8-K

Filing Date: 2025-01-10

Corporate Action: Acquisition

Type: Update

Accession Number: 000110465925002517

Filing Summary: On January 10, 2025, HOOKIPA Pharma Inc. provided an update regarding its negotiations with Poolbeg Pharma plc for a potential acquisition. This follows their initial announcement on January 2, 2025, indicating that they had entered into non-binding discussions to acquire Poolbeg's entire issued share capital. The update referenced in this report includes the specific details of the negotiations and any developments since the initial announcement, which have been incorporated by reference from Exhibit 99.1 attached to this filing.

Form Type: DEFA14A

Filing Date: 2025-01-10

Corporate Action: Acquisition

Type: Update

Accession Number: 000110465925002520

Filing Summary: HOOKIPA Pharma Inc. has reportedly engaged in non-binding discussions regarding a potential acquisition of Poolbeg Pharma plc. An initial announcement was made on January 2, 2025, related to this potential acquisition. On January 10, 2025, an update was provided, indicating Gilead Sciences Inc.'s interest in participating in a proposed fundraising related to the acquisition, contingent upon a formal offer being made. Gilead expressed intent to contribute up to $8.7495 million in the fundraising effort, aligning with HOOKIPA's Board's recommendations. It's highlighted that the discussions surrounding the potential combination remain non-binding and there's no guarantee that a formal offer will occur or that any transaction will reach completion. The announcement includes cautionary statements about forward-looking information and the ramifications depending on market conditions and negotiations.

Form Type: 8-K

Filing Date: 2025-01-07

Corporate Action: Acquisition

Type: Update

Accession Number: 000110465925001553

Filing Summary: On January 7, 2025, HOOKIPA Pharma Inc. provided an update to its earlier announcement regarding potential acquisition discussions with Poolbeg Pharma plc. This follows an initial announcement on January 2, 2025, where the two companies entered into non-binding discussions for HOOKIPA Pharma to acquire the entire issued share capital of Poolbeg. The update elaborates on the status of negotiations and is attached as Exhibit 99.1 to the report. The company confirmed its status as an emerging growth company and indicated its intention to comply with relevant financial accounting standards.

Form Type: DEFA14A

Filing Date: 2025-01-07

Corporate Action: Acquisition

Type: Update

Accession Number: 000110465925001555

Filing Summary: On January 7, 2025, HOOKIPA Pharma Inc. provided an update regarding its potential acquisition of Poolbeg Pharma plc. This update follows a previous announcement made on January 2, 2025, where non-binding discussions were confirmed. HOOKIPA received a positive indication from major shareholder Gilead Sciences Inc., confirming that Gilead is likely to support the Board's recommendation for a formal offer and participate in a concurrent fundraising effort. The expected primary private placement fundraise has been revised to approximately $30 million+. Oppenheimer & Co. Inc. has been engaged as the placement agent for this fundraising. Importantly, it was noted that all discussions to date remain non-binding, and there are no assurances that a firm offer will materialize, nor that any deal will be finalized. The company plans to provide further details through its website and relevant documents will be filed with the SEC if and when a firm offer is made.

Form Type: 8-K

Filing Date: 2025-01-02

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925000020

Filing Summary: On January 2, 2025, HOOKIPA Pharma Inc. and Poolbeg Pharma plc announced that they have entered into non-binding discussions for HOOKIPA to potentially acquire the entire issued share capital of Poolbeg. This announcement was made pursuant to Rule 2.4 of the U.K. City Code on Takeovers and Mergers. The Company prepared an investor presentation relating to the proposed acquisition, which is included as an exhibit to this report.

Form Type: DEFA14A

Filing Date: 2025-01-02

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925000062

Filing Summary: On January 2, 2025, HOOKIPA Pharma Inc. announced non-binding discussions with Poolbeg Pharma plc regarding a potential acquisition wherein HOOKIPA would acquire the entire issued share capital of Poolbeg. This move aims to create a combined clinical-stage biopharmaceutical company with a focus on next-generation immunotherapies for critical cancer treatment needs. According to the expected terms, Poolbeg shareholders would receive 0.03 shares of HOOKIPA for each held Poolbeg share, resulting in approximately 55% ownership in the combined entity for Poolbeg shareholders and 45% for HOOKIPA shareholders. The merger would not only strengthen the clinical pipeline with new therapies but also is proposed to be financed through a near-concurrent primary private placement fundraise of up to $30 million to ensure sufficient capital for development milestones. The announcement made clear there were no assurances of a completed offer due to customary pre-conditions and non-binding discussions ongoing, with further requirements including due diligence and Board approvals. The completion of this deal aims to leverage combined resources for operational excellence and promising clinical trials in development, with enhanced market opportunities.