HOOKIPA PHARMA INC._December 31, 2024

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2024

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 001-38869

HOOKIPA PHARMA INC.

(Exact name of registrant as specified in its charter)



Delaware	81-5395687
(State of Other Jurisdiction of incorporation or Organization)	(I.R.S. 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

Securities registered pursuant to Section 12(b) of the Act:


		Name Of Each Exchange
Title of Each Class	Trading Symbol(s)	On Which Registered
Common Stock, $0.0001 Par Value per Share	HOOK	The Nasdaq Capital Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically; every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.0405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☒	Smaller reporting company ☒
			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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Based on the closing price as reported on the Nasdaq Global Select Market, the aggregate market value of the Registrant’s Common Stock held by non-affiliates on June 30, 2024 (the last business day of the Registrant’s most recently completed second fiscal quarter) was approximately $57.0 million. Shares of Common Stock held by each executive officer and director and by each shareholder affiliated with a director or an executive officer have been excluded from this calculation because such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. The number of outstanding shares of the Registrant’s Common Stock as of April 25, 2025 was 9,782,872 shares and 2,399,517 shares of Class A common stock outstanding, each $0.0001 par value per share.

Documents Incorporated by Reference

None

Auditor Firm Id:

1259

Auditor Name:

PwC Wirtschaftsprüfung GmbH

Auditor Location:

Vienna, Austria


		Page

PART III
Item 10.	Directors, Executive Officers, and Corporate Governance	1
Item 11.	Executive Compensation	3
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	12
Item 13.	Certain Relationships and Related Transactions, and Director Independence	14
Item 14.	Principal Accountant Fees and Services	17
PART IV
Item 15.	Exhibits and Financial Statement Schedules	18
Signatures		19


Name	Age	Position(s)
Executive Officers:
Malte Peters	62	Chief Executive Officer and President, Director
Terry Coelho	63	Executive Vice President and Chief Financial Officer, Director
Non-Management Directors:
Julie O’Neill	59	Chair and Director
Sean Cassidy	55	Director
David R. Kaufman, M.D., Ph.D.	52	Director


Name		Position(s)
Malte Peters⁽¹⁾		Chief Executive Officer and President
Joern Aldag⁽²⁾		Former Chief Executive Officer and President
Terry Coelho⁽³⁾		Executive Vice President and Chief Financial Officer
Reinhard Kandera⁽⁴⁾		Former Chief Financial Officer


							Non-Equity
					Stock	Option	Incentive Plan	All Other
					Awards	Awards	Compensation	Compensation
Name and Principal Position	Year	Salary ($)	Bonus ($)		($)⁽¹⁾	($)⁽¹⁾	($)⁽²⁾	($)		Total ($)
Malte Peters⁽³⁾	2024	281,382	—		699,996	28,486	154,760	185,307	⁽⁴⁾	1,349,932
Chief Executive Officer and President
Joern Aldag⁽³⁾⁽⁵⁾	2024	331,113	—		—	602,374	—	851,432	⁽⁶⁾	1,784,919
Former Chief Executive Officer and President	2023	567,451	—		—	282,088	280,888	—		1,130,427
Terry Coelho⁽⁷⁾	2024	214,769	240,000	⁽⁸⁾	449,995	28,486	107,385	40,967	⁽⁹⁾	1,081,602
Executive Vice President and Chief Financial Officer
Reinhard Kandera^(3)(10)	2024	436,132	—		—	251,888	—	136,895	⁽¹¹⁾	824,915
Former Chief Financial Officer	2023	436,001	—		—	117,976	156,960	14,538		725,475


		Target Bonus
Name		(% of base salary)
Malte Peters		55
Joern Aldag		55
Terry Coelho		50
Reinhard Kandera		40


			Number of
	Number of Stock		Restricted Stock
Name	Options		Units
Malte Peters	4,900	⁽¹⁾	108,695
Joern Aldag	97,140		—
Terry Coelho	4,900	⁽¹⁾	69,875
Reinhard Kandera	40,620		—


			Option Awards				Stock Awards
							Number
			Number of	Number of			of shares
			Securities	Securities			or units of	Market value
			Underlying	Underlying			stock that	of shares or
	Vesting		Unexercised	Unexercised	Option	Option	have not	units of stock
	Commencement		Options (#)	Options (#)	Exercise	Expiration	vested	that have not
Name	Date		Exercisable	Unexercisable	Price ($)	Date	(#)	vested ($)⁽¹⁾
Malte Peters	6/9/2023	⁽²⁾	2,600	2,600	10.10	6/8/2033	—	—
	6/17/2024	⁽³⁾	—	4,900	7.10	6/16/2033	—	—
	7/22/2024	⁽⁴⁾	—	—	—	—	108,695	218,477
Joern Aldag⁽⁵⁾	6/29/2018	⁽⁶⁾	39,585	—	1.00	4/30/2026	—	—
	4/17/2019	⁽⁷⁾	60,465	—	140.00	4/30/2026	—	—
	4/20/2020	⁽⁷⁾	20,000	—	80.30	4/30/2026	—	—
	4/19/2021	⁽⁷⁾	19,463	1,297	120.00	4/30/2026	—	—
	2/1/2022	⁽⁶⁾	3,985	—	15.00	4/30/2026	—	—
	4/19/2022	⁽⁷⁾	18,925	8,600	16.60	4/30/2026	—	—
	6/30/2022	⁽⁷⁾	18,925	8,600	16.60	4/30/2026	—	—
	4/14/2023	⁽⁷⁾	22,470	28,890	10.00	4/30/2026	—	—
	4/15/2024	⁽⁸⁾	—	97,140	7.60	4/30/2026	—	—
Tery Coelho	6/9/2023	⁽²⁾	2,600	2,600	10.10	6/8/2033	—	—
	6/17/2024	⁽³⁾	—	4,900	7.10	6/16/2033	—	—
	7/22/2024	⁽⁴⁾	—	—	—	—	69,875	140,449
Reinhard Kandera⁽⁹⁾	6/29/2018	⁽⁶⁾	10,924	—	1.00	4/30/2025	—	—
	4/17/2019	⁽⁷⁾	8,764	—	140.00	4/30/2025	—	—
	4/20/2020	⁽⁷⁾	7,740	—	80.30	4/30/2025	—	—
	4/19/2021	⁽⁷⁾	6,497	433	120.00	4/30/2025	—	—
	2/1/2022	⁽⁶⁾	2,342	—	15.00	4/30/2025	—	—
	4/19/2022	⁽⁷⁾	6,390	2,905	16.60	4/30/2025	—	—
	6/30/2022	⁽⁷⁾	6,390	2,905	16.60	4/30/2025	—	—
	4/14/2023	⁽⁷⁾	9,397	12,083	10.00	4/30/2025	—	—
	4/15/2024	⁽⁷⁾	—	40,620	7.60	4/30/2025	—	—


	Fees earned
	or paid in	Option
Name	cash ($)	awards ($)⁽¹⁾	Total ($)
Jan van de Winkel⁽²⁾	58,016	56,972	114,988
Julie O’Neill⁽³⁾	61,508	28,486	89,994
Malte Peters⁽⁴⁾	24,630	28,486	53,116
Terry Coelho⁽⁵⁾	33,587	28,486	62,073
David R. Kaufman⁽⁶⁾	52,832	28,486	81,317
Timothy Reilly⁽⁷⁾	34,147	28,486	62,633
Sean A. Cassidy⁽⁸⁾	28,174	51,356	79,530


		Annual
		Retainer ($)
Board of Directors:
All non-employee members		40,000
Additional retainer for Non-Executive Chair of the Board		30,000
Audit Committee:
Chair		15,000
Non-Chair members		7,500
Compensation Committee:
Chair		10,000
Non-Chair members		5,000
Nominating and Corporate Governance Committee:
Chair		7,500
Non-Chair members		4,000
Science and Technology Committee:
Chair		7,500
Non-Chair members		4,000


	Column (A)	Column (B)	Column (C)
			Number of
			Securities
			Remaining
	Number of		Available for
	Securities to be		Future Issuance
	Issued Upon	Weighted Average	Under Equity
	Exercise of	Exercise Price of	Compensation
	Outstanding	Outstanding	Plans (Excluding
	Options, Warrants	Options, Warrants	Securities Reflected
Plan Category	and Rights⁽¹⁾	and Rights⁽²⁾	in Column A)
Equity Compensation Plans Approved by Stockholders⁽³⁾	1,418,497	31.01	0
Equity Compensation Plans Not Approved by Stockholders⁽⁴⁾	40,000	8.51	10,000
Total⁽⁵⁾	1,458,497	30.19	10,000


	Number of	Percentage
	Shares	of Shares
	Beneficially	Beneficially
Name and Address of Beneficial Owner	Owned	Owned (%)
Gilead Sciences, Inc.⁽¹⁾	1,875,945	19.40
Baker Bros. Advisors LP⁽²⁾	983,214	9.99
Invus Public Equities, L.P.⁽³⁾	566,640	5.86
Knoll Capital Management, LLC⁽⁴⁾	551,738	5.70
Directors and Named Executive Officers
Malte Peters⁽⁵⁾	3,035	*
Joern Aldag⁽⁶⁾	308,153	3.09
Terry Coelho⁽⁷⁾	3,035	*
Reinhard Kandera⁽⁸⁾	62,753	*
Sean Cassidy	—	—
David R. Kaufman⁽⁹⁾	8,897	*
Julie O’Neill⁽¹⁰⁾	9,896	*
All executive officers and directors as a group (5 persons)⁽¹¹⁾	24,863	*


	Year ended	Year ended
	December 31, 2024	December 31, 2023
Fee Category	($)	($)
Audit Fees⁽¹⁾	452,724	509,727
Audit-Related Fees⁽²⁾	155,276	520,469
All Other Fees⁽³⁾	141,276	—
Total	749,276	1,030,196



Exhibit Number		Description

31.3*		Certificate of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.4*		Certificate of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

101.INS		Inline XBRL Instance Document

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


	HOOKIPA Pharma Inc.

Date: April 30, 2025	By:	/s/ Malte Peters
		Malte Peters
		Chief Executive Officer


Signature	Title(s)	Date

/s/ Malte Peters	Chief Executive Officer and Director	April 30, 2025
Malte Peters	(Principal Executive Officer)

/s/ Terry Coelho	Executive Vice President, Chief Financial Officer and Director	April 30, 2025
Terry Coelho	(Principal Financial and Accounting Officer)

/s/ Julie O’Neill
Julie O’Neill	Chairwoman of the Board	April 30, 2025

/s/ David Kaufman
David Kaufman	Director	April 30, 2025

/s/ Sean Cassidy
Sean Cassidy	Director	April 30, 2025

Amendment: SEC Form 10-K/A filed by HOOKIPA Pharma Inc.