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Securities law

HOOKIPA Pharma to Voluntarily Delist from Nasdaq and Deregister Common Stock

Strategic Insights

— 2 min read

HOOKIPA Pharma Inc., a clinical-stage biopharmaceutical company, has announced its intention to voluntarily delist from the Nasdaq Capital Market and deregister its common stock under Section 12(b) and Section 12(g) of the Securities Exchange Act of 1934. This decision comes after HOOKIPA entered into an asset purchase agreement with Gilead Sciences, Inc., in which Gilead will acquire HOOKIPA's assets primarily related to its HB-400 program for the treatment of hepatitis B virus and certain assets related to its HB-500 program for the treatment of human immunodeficiency virus.

HOOKIPA is holding a special meeting of stockholders on July 29, 2025, to seek approval for the asset sale and dissolution and liquidation of the company. If approved, HOOKIPA will file a Certificate of Dissolution with the Delaware Secretary of State, commencing the winding up and liquidation of the company.

Key Takeaways:

  • HOOKIPA has entered into an asset purchase agreement with Gilead Sciences, Inc. to acquire its assets related to the HB-400 and HB-500 programs.
  • HOOKIPA will cease trading on Nasdaq following the delisting, with trading potentially occurring in privately negotiated sales or on an over-the-counter market.
  • The company expects to file a Form 15 with the SEC to deregister its common stock under Section 12(g) of the Exchange Act and suspend its reporting obligations under Section 15(d) of the Exchange Act.
  • HOOKIPA's obligation to file certain Exchange Act reports and forms with the SEC will cease upon the effectiveness of the Form 15.
  • The deregistration of HOOKIPA's common stock is expected to become effective 90 days after the filing of the Form 15.

Statistics:

  • BY July 29, 2025, HOOKIPA's special meeting of stockholders will be held to seek approval for the asset sale and dissolution and liquidation of the company.
  • On July 18, 2025, HOOKIPA notified Nasdaq of its intent to voluntarily delist its common stock from the Nasdaq Capital Market.
  • HOOKIPA currently anticipates that it will file a Form 25 relating to the delisting and deregistration of its common stock on or about July 29, 2025.
  • Following the delisting, any trading in HOOKIPA's common stock will only occur in privately negotiated sales and potentially on an over-the-counter market.
  • The company expects the deregistration of its common stock to become effective 90 days after the filing of the Form 15 with the SEC.

Sources:

  • HOOKIPA Pharma Inc. news release dated [no specific date mentioned in the source].
  • HOOKIPA's Form 8-K filing with the SEC, dated [no specific date mentioned in the source].
  • Nasdaq notice of voluntary delisting of HOOKIPA's common stock.

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