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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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SCHEDULE 13D/A 0001144204-19-022533 0001441261 XXXXXXXX LIVE 5 Common Stock, par value $0.0001 per share 02/14/2025 false 0001760542 43906K209 HOOKIPA Pharma Inc. 350 Fifth Avenue 72nd Floor, Suite 7240 New York NY 10118 Armance Bordes 33 1 76 23 41 09 7-11, boulevard Haussmann Paris I0 75009 John Partigan Lloyd Spencer 202-585-8000 Nixon Peabody LLP 799 9 Street NW Ste 500 Washington DC 20001 0001441261 N Sofinnova Capital VI FCPR b WC N I0 314259.00 0.00 314259.00 0.00 314259.00 N 2.6 OO 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. 0001574139 N Sofinnova Partners SAS b OO N I0 314259.00 0.00 314259.00 0.00 314259.00 N 2.6 OO 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. 0001768408 N Antoine Papiernik b OO N I0 314259.00 0.00 314259.00 0.00 314259.00 N 2.6 IN 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. Y Henrijette Richter b OO N G7 314259.00 0.00 314259.00 0.00 314259.00 N 2.6 IN 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. 0001901013 N Maina Bhaman b OO N X0 314259.00 0.00 314259.00 0.00 314259.00 N 2.6 IN 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. 0001573749 N Graziano Seghezzi b OO N L6 314259.00 0.00 314259.00 0.00 314259.00 N 2.6 IN 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. Y Anta Gkelou b OO N J3 314259.00 0.00 314259.00 0.00 314259.00 N 2.6 IN 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. Y Karl Naegler b OO N 2M 314259.00 0.00 314259.00 0.00 314259.00 N 2.6 IN 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. Common Stock, par value $0.0001 per share HOOKIPA Pharma Inc. 350 Fifth Avenue 72nd Floor, Suite 7240 New York NY 10118 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(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. 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. 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. The amount of outstanding shares of Common Stock was substantially increased in June 2023 when the Issuer closed a public offering of Common Stock. 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 Sofinnova Capital VI FCPR /s/ Antoine Papiernik Antoine Papiernik / Managing Partner 02/14/2025 Sofinnova Partners SAS /s/ Antoine Papiernik Antoine Papiernik / Managing Partner 02/14/2025 Antoine Papiernik /s/ Antoine Papiernik Antoine Papiernik 02/14/2025 Henrijette Richter /s/ Henrijette Richter Henrijette Richter 02/14/2025 Maina Bhaman /s/ Maina Bhaman Maina Bhaman 02/14/2025 Graziano Seghezzi /s/ Graziano Seghezzi Graziano Seghezzi 02/14/2025 Anta Gkelou /s/ Anta Gkelou Anta Gkelou 02/14/2025 Karl Naegler /s/ Karl Naegler Karl Naegler 02/14/2025