HOOKIPA Pharma Inc. (“HOOKIPA”) Rule 2.9 Announcement – Amendment

Rhea-AI Summary

HOOKIPA Pharma has issued an amendment to its Rule 2.4 announcement from January 2, 2025, regarding a potential combination with Poolbeg Pharma plc. The amendment corrects the ISIN of HOOKIPA's common stock from US43906K1007 to US43906K2096, which became effective after the company's 1-for-10 reverse stock split on July 9, 2024.

The company confirms having 9,655,022 shares of common stock, 2,399,517 shares of Class A common stock, 370 shares of Series A convertible preferred stock, 10,800 shares of Series A-1 convertible preferred stock, and 15,268 shares of Series A-2 convertible preferred stock outstanding. Class A common stock holders can convert ten shares into one common stock share, while Series A, A-1, and A-2 preferred stock can be converted into 100 common shares each, subject to ownership limitations.

Positive

• Potential strategic combination with Poolbeg Pharma plc under discussion

Negative

• 1-for-10 reverse stock split implemented in July 2024, indicating potential share price concerns

Insights

M&A Expert

This amendment to HOOKIPA's Rule 2.4 announcement reveals critical details about a potential business combination with Poolbeg Pharma plc. The correction of HOOKIPA's ISIN code (US43906K2096) reflects their July 2024 1-for-10 reverse stock split. The company's current capital structure includes 9,655,022 common shares, 2,399,517 Class A common shares and various series of convertible preferred stock.

The detailed disclosure of conversion rights and ownership limitations (4.99% for Class A and 9.99% for preferred stock) indicates sophisticated anti-takeover provisions and ownership controls. With Moelis & Company as financial adviser, this potential merger could significantly impact HOOKIPA's $23.6M market capitalization. The strict UK Takeover Code compliance requirements suggest this is a carefully structured cross-border transaction.

Legal Expert

The announcement's strict adherence to UK Takeover Code Rule 2.9 and Rule 8.3 requirements demonstrates the complex regulatory framework governing this potential cross-border merger. The detailed disclosure obligations for shareholders holding over 1% of relevant securities, including specific timing requirements for Opening Position and Dealing Disclosures, are important for market transparency.

The conversion restrictions and ownership thresholds embedded in HOOKIPA's share structure represent sophisticated anti-concentration mechanisms that could significantly influence the merger dynamics. These governance provisions will play a vital role in determining the final structure of any potential combination with Poolbeg Pharma.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

6 January 2025

HOOKIPA Pharma Inc.

(“HOOKIPA”)

Rule 2.9 Announcement – Amendment   

NEW YORK and VIENNA, Austria, Jan. 06, 2025 (GLOBE NEWSWIRE) -- The following amendment has been made to the ‘Rule 2.9 Information’ disclosed by HOOKIPA in the Rule 2.4 announcement made on 2 January 2025 regarding the potential combination of HOOKIPA and Poolbeg Pharma plc (the “Rule 2.4 Announcement”).

The ISIN of HOOKIPA’s common stock was incorrectly stated in the Rule 2.4 Announcement as US43906K1007. The correct ISIN of the common stock is US43906K2096, which became effective following the completion of HOOKIPA’s 1-for-10 reverse stock split on 9 July 2024. All other details remain unchanged.

The full text of the Rule 2.9 Information relating to HOOKIPA is reproduced below, as amended.

In accordance with Rule 2.9 of the Code, and further to the announcement made on 2 January 2025, HOOKIPA confirms that it has 9,655,022 shares of common stock of $0.0001 par value per share each in issue (“Common Stock”). The ISIN Code of the Common Stock is US43906K2096.

In addition to its Common Stock, HOOKIPA confirms that it has in issue 2,399,517 shares of Class A common stock, 370 shares of Series A convertible preferred stock, 10,800 shares of Series A-1 convertible preferred stock, and 15,268 shares of Series A-2 convertible preferred stock outstanding.

Each holder of Class A common stock has the right to convert each ten shares of Class A common stock into one share of Common Stock at such holder's election, provided that the holder will be prohibited, subject to certain exceptions, from converting Class A common stock into shares of Common Stock if, as a result of such conversion, the holder, together with its affiliates, would own more than 4.99% of the total number of shares of Common Stock then issued and outstanding. Each holder of Series A, Series A-1 and Series A-2 convertible preferred stock has the right to convert each share of Series A, Series A-1 and Series A-2 convertible preferred stock into 100 shares of Common Stock at any time at the holder’s option, provided that the holder will be prohibited, subject to certain exceptions, from converting Series A, Series A-1 and Series A-2 convertible preferred stock into shares of Common Stock if, as a result of such conversion, the holder, together with its affiliates, would own more than 9.99% of the total number of shares of Common Stock then issued and outstanding.

HOOKIPA has also granted 369,070 shares of Common Stock in the form of restricted stock units to certain individuals pursuant to its incentive plans.

HOOKIPA does not hold any ‘Relevant Securities’ (within the meaning of the Code) in treasury.

Enquiries:
HOOKIPA Pharma Inc.	+43 1 890 63 60
Malte Peters, CEO Terry Coelho, EVP & CFO	IR@hookipapharma.com Chuck@LifeSciAdvisors.com
Moelis & Company (Financial Adviser to HOOKIPA)	+44 (0) 207 634 3500
London Chris Raff Simon Chaudhuri New York Ashish Contractor

Important information

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.

The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

Moelis & Company LLC (“Moelis”) is acting as financial adviser to HOOKIPA in connection with the matters set out in this announcement and for no one else and will not be responsible to anyone other than HOOKIPA for providing the protections afforded to its clients nor for providing advice in relation to the matters set out in this announcement. Neither Moelis nor any of its subsidiaries, branches or affiliates and their respective directors, officers, employees or agents owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Moelis in connection with this announcement, any statement contained herein or otherwise.

Disclosure requirements of the Takeover Code (the “Code”)

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3. Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel’s website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

This press release was published by a CLEAR® Verified individual.

FAQ

What is the significance of HOOKIPA's ISIN correction announcement in January 2025?

The announcement corrects HOOKIPA's ISIN from US43906K1007 to US43906K2096, following the company's 1-for-10 reverse stock split from July 9, 2024, ensuring accurate trading identification.

How many shares of common stock does HOOKIPA (HOOK) have outstanding as of January 2025?

HOOKIPA has 9,655,022 shares of common stock outstanding with a par value of $0.0001 per share.

What is the conversion ratio for HOOKIPA's preferred stock to common stock?

Each share of Series A, A-1, and A-2 convertible preferred stock can be converted into 100 shares of common stock, subject to a 9.99% ownership limitation.

What are the terms of HOOKIPA's potential combination with Poolbeg Pharma announced in January 2025?

The specific terms of the potential combination between HOOKIPA and Poolbeg Pharma plc were not disclosed in the amendment announcement.