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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
|
HOOKIPA Pharma Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
43906K209 (CUSIP Number) |
Armance Bordes 7-11, boulevard Haussmann, Paris, I0, 75009 33 1 76 23 41 09 John Partigan Lloyd Spencer Nixon Peabody LLP, 799 9 Street NW Ste 500 Washington, DC, 20001 202-585-8000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/14/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 43906K209 |
| 1 |
Name of reporting person
Sofinnova Capital VI FCPR | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
FRANCE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
314,259.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Note in relation to Items 7 and 8: Sofinnova Partners SAS, a French corporation ("SP SAS"), the management company of Sofinnova Capital VI FCPR ("SC VI"), may be deemed to have sole voting power, and Antoine Papiernik ("Papiernik"), Henrijette Richter ("Richter"), Maina Bhaman ("Bhaman"), Graziano Seghezzi ("Seghezzi"), Anta Gkelou ("Gkelou") and Karl Naegler ("Naegler"), the members of the investment committee of SC VI, may be deemed to have shared power to vote these shares.
Note in relation to Items 9 and 10: SP SAS, the management company of SC VI, may be deemed to have sole power to dispose of these shares, and Papiernik, Richter, Bhaman, Seghezzi, Gkelou and Naegler, the members of the investment committee of SC VI, may be deemed to have shared power to dispose of these shares.
Note in relation to Items 13: Percentage of class is calculated based on 9,655,022 shares of common stock and 2,399,517 shares of Class A common stock outstanding as of November 11, 2024, as reported in HOOKIPA's Form 10-Q filed with the SEC on November 14, 2024.
SCHEDULE 13D
|
| CUSIP No. | 43906K209 |
| 1 |
Name of reporting person
Sofinnova Partners SAS | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
FRANCE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
314,259.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Note in relation to Items 7 and 8: SP SAS, the management company of SC VI, may be deemed to have sole voting power, and Papiernik, Richter, Bhaman, Seghezzi, Gkelou and Naegler, the members of the investment committee of SC VI, may be deemed to have shared power to vote these shares.
Note in relation to Items 9 and 10: SP SAS, the management company of SC VI, may be deemed to have sole power to dispose of these shares, and Papiernik, Richter, Bhaman, Seghezzi, Gkelou and Naegler, the members of the investment committee of SC VI, may be deemed to have shared power to dispose of these shares.
Note in relation to Items 13: Percentage of class is calculated based on 9,655,022 shares of common stock and 2,399,517 shares of Class A common stock outstanding as of November 11, 2024, as reported in HOOKIPA's Form 10-Q filed with the SEC on November 14, 2024.
SCHEDULE 13D
|
| CUSIP No. | 43906K209 |
| 1 |
Name of reporting person
Antoine Papiernik | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
FRANCE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
314,259.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Note to Items 7 and 8: SP SAS, the management company of SC VI, may be deemed to have sole voting power, and Papiernik, a member of the investment committee of SC VI, may be deemed to have shared power to vote these shares.
Note to Items 9 and 10: SP SAS, the management company of SC VI, may be deemed to have sole power to dispose of these shares, and Papiernik, a member of the investment committee of SC VI, may be deemed to have shared power to dispose of these shares.
Note in relation to Items 13: Percentage of class is calculated based on 9,655,022 shares of common stock and 2,399,517 shares of Class A common stock outstanding as of November 11, 2024, as reported in HOOKIPA's Form 10-Q filed with the SEC on November 14, 2024.
SCHEDULE 13D
|
| CUSIP No. | 43906K209 |
| 1 |
Name of reporting person
Henrijette Richter | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DENMARK
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
314,259.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Note to Items 7 and 8: SP SAS, the management company of SC VI, may be deemed to have sole voting power, and Richter, a member of the investment committee of SC VI, may be deemed to have shared power to vote these shares.
Note to Items 9 and 10: SP SAS, the management company of SC VI, may be deemed to have sole power to dispose of these shares, and Richter, a member of the investment committee of SC VI, may be deemed to have shared power to dispose of these shares.
Note in relation to Items 13: Percentage of class is calculated based on 9,655,022 shares of common stock and 2,399,517 shares of Class A common stock outstanding as of November 11, 2024, as reported in HOOKIPA's Form 10-Q filed with the SEC on November 14, 2024.
SCHEDULE 13D
|
| CUSIP No. | 43906K209 |
| 1 |
Name of reporting person
Maina Bhaman | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
314,259.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Note to Items 7 and 8: SP SAS, the management company of SC VI, may be deemed to have sole voting power, and Bhaman, a member of the investment committee of SC VI, may be deemed to have shared power to vote these shares.
Note to Items 9 and 10: SP SAS, the management company of SC VI, may be deemed to have sole power to dispose of these shares, and Bhaman, a member of the investment committee of SC VI, may be deemed to have shared power to dispose of these shares.
Note in relation to Items 13: Percentage of class is calculated based on 9,655,022 shares of common stock and 2,399,517 shares of Class A common stock outstanding as of November 11, 2024, as reported in HOOKIPA's Form 10-Q filed with the SEC on November 14, 2024.
SCHEDULE 13D
|
| CUSIP No. | 43906K209 |
| 1 |
Name of reporting person
Graziano Seghezzi | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ITALY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
314,259.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Note to Items 7 and 8: SP SAS, the management company of SC VI, may be deemed to have sole voting power, and Seghezzi, a member of the investment committee of SC VI, may be deemed to have shared power to vote these shares.
Note to Items 9 and 10: SP SAS, the management company of SC VI, may be deemed to have sole power to dispose of these shares, and Seghezzi, a member of the investment committee of SC VI, may be deemed to have shared power to dispose of these shares.
Note in relation to Items 13: Percentage of class is calculated based on 9,655,022 shares of common stock and 2,399,517 shares of Class A common stock outstanding as of November 11, 2024, as reported in HOOKIPA's Form 10-Q filed with the SEC on November 14, 2024.
SCHEDULE 13D
|
| CUSIP No. | 43906K209 |
| 1 |
Name of reporting person
Anta Gkelou | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
GREECE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
314,259.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Note to Items 7 and 8: SP SAS, the management company of SC VI, may be deemed to have sole voting power, and Gkelou, a member of the investment committee of SC VI, may be deemed to have shared power to vote these shares.
Note to Items 9 and 10: SP SAS, the management company of SC VI, may be deemed to have sole power to dispose of these shares, and Gkelou, a member of the investment committee of SC VI, may be deemed to have shared power to dispose of these shares.
Note in relation to Items 13: Percentage of class is calculated based on 9,655,022 shares of common stock and 2,399,517 shares of Class A common stock outstanding as of November 11, 2024, as reported in HOOKIPA's Form 10-Q filed with the SEC on November 14, 2024.
SCHEDULE 13D
|
| CUSIP No. | 43906K209 |
| 1 |
Name of reporting person
Karl Naegler | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
GERMANY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
314,259.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Note to Items 7 and 8: SP SAS, the management company of SC VI, may be deemed to have sole voting power, and Naegler, a member of the investment committee of SC VI, may be deemed to have shared power to vote these shares.
Note to Items 9 and 10: SP SAS, the management company of SC VI, may be deemed to have sole power to dispose of these shares, and Naegler, a member of the investment committee of SC VI, may be deemed to have shared power to dispose of these shares.
Note in relation to Items 13: Percentage of class is calculated based on 9,655,022 shares of common stock and 2,399,517 shares of Class A common stock outstanding as of November 11, 2024, as reported in HOOKIPA's Form 10-Q filed with the SEC on November 14, 2024.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
HOOKIPA Pharma Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
350 Fifth Avenue, 72nd Floor, Suite 7240, New York,
NEW YORK
, 10118. | |
Item 1 Comment:
Introductory Statement:
This Amendment No. 5 (this "Amendment"), being filed by Sofinnova Capital VI FCPR ("SC VI"), Sofinnova Partners SAS, a French corporation ("SP SAS"), Antoine Papiernik ("Papiernik"), Henrijette Richter ("Richter"), Maina Bhaman ("Bhaman"), Graziano Seghezzi ("Seghezzi"), Anta Gkelou and Karl Naegler the members of the investment committee of SC VI (collectively, the "Listed Persons" and together with SC VI and SP SAS, the "Reporting Persons"), amends and supplements (i) the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on April 30, 2019, (ii) the Amendment No. 1 to the Schedule 13D filed with the SEC on February 2, 2021, (iii) the Amendment No. 2 to the Schedule 13D filed with the SEC on March 31, 2021, (iv) the Amendment No. 3 to the Schedule 13D filed with the SEC on April 22, 2021, and (v) the Amendment No. 4 to the Schedule 13D filed with the SEC on February 13, 2023 (collectively, the "Schedule 13D").
This Schedule 13D relates to the shares of common stock (the "Common Stock") of HOOKIPA Pharma Inc., a Delaware corporation (the "Issuer"). Except as specifically provided herein, this Amendment No. 5 does not modify any of the information previously reported in the Schedule 13D, as amended. Capitalized terms used herein shall have the meanings ascribed to them in the Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Schedule 13D is hereby amended and supplemented as follows:
This Amendment is being filed to reflect a decrease in the Reporting Persons' percentage ownership of the Issuer's Common Stock, which resulted from an increase in the number of shares outstanding since the filing of Amendment No. 4 to Schedule 13D and is not due to any transactions in the shares of Common Stock by the Reporting Persons.
Percentage of class is calculated based on 9,655,022 shares of common stock and 2,399,517 shares of Class A common stock outstanding as of November 11, 2024, as reported in HOOKIPA's Form 10-Q filed with the SEC on November 14, 2024. | |
| (b) | Item 5(b) of the Schedule 13D is hereby amended and supplemented as follows:
See the information contained on the cover pages of this Amendment, which is incorporated herein by reference. | |
| (c) | Item 5(c) of the Schedule 13D is hereby amended and supplemented as follows:
There have been no reportable transactions with respect to the shares of Common Stock of the Issuer within the last 60 days by the Reporting Persons. | |
| (e) | The amount of outstanding shares of Common Stock was substantially increased in June 2023 when the Issuer closed a public offering of Common Stock. | |
| Item 7. | Material to be Filed as Exhibits. | |
EX 99.1 - Joint Filing Agreement, dated as of February 14, 2025, by and among Sofinnova Capital VI FCPR, Sofinnova Partners SAS, Antoine Papiernik, Henrijette Richter, Maina Bhaman, Graziano Seghezzi, Anta Gkelou and Karl Naegler | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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