0001193125-19-122487.txt : 20190426 0001193125-19-122487.hdr.sgml : 20190426 20190426163555 ACCESSION NUMBER: 0001193125-19-122487 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20190426 DATE AS OF CHANGE: 20190426 GROUP MEMBERS: TAKEDA PHARMACEUTICALS INTERNATIONAL AG GROUP MEMBERS: TAKEDA PHARMACEUTICALS U.S.A., INC. GROUP MEMBERS: TAKEDA VENTURES, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HOOKIPA Pharma Inc. CENTRAL INDEX KEY: 0001760542 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 815395687 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90985 FILM NUMBER: 19772220 BUSINESS ADDRESS: STREET 1: 430 EAST 29TH STREET STREET 2: 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 0114318906360 MAIL ADDRESS: STREET 1: 430 EAST 29TH STREET STREET 2: 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TAKEDA PHARMACEUTICAL CO LTD CENTRAL INDEX KEY: 0001395064 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1-1, DOSCHOMACHI 4-CHOME CITY: CHUO-KU, OSALCA 540-8645 STATE: M0 ZIP: 00000 MAIL ADDRESS: STREET 1: 1-1, DOSCHOMACHI 4-CHOME CITY: CHUO-KU, OSALCA 540-8645 STATE: M0 ZIP: 00000 SC 13G 1 d736667dsc13g.htm SC 13G SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

HOOKIPA PHARMA INC.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

43906K 100

(CUSIP Number)

April 17, 2019

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in 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).

 

 

 

CUSIP No. 43906K 100  

 

  (1)   

Names of reporting persons

 

Takeda Pharmaceutical Company Limited

  (2)  

Check the appropriate box if a member of a group (see instructions)

(a)  ☐        (b)  ☐

 

  (3)  

SEC use only

 

  (4)  

Citizenship or place of organization

 

Japan

Number of

shares

beneficially

owned by

each

reporting

person

with:

    (5)    

Sole voting power

 

0

   (6)   

Shared voting power

 

1,333,588

   (7)   

Sole dispositive power

 

0

   (8)   

Shared dispositive power

 

1,333,588

  (9)  

Aggregate amount beneficially owned by each reporting person

 

1,333,588(1)

(10)  

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

 

☐

(11)  

Percent of class represented by amount in Row (9)

 

6.2%(2)

(12)  

Type of reporting person (see instructions)

 

CO

 

(1)

Takeda Pharmaceutical Company Limited’s beneficial ownership of the issuer’s Common Stock is comprised of 1,333,588 shares of Common Stock held by Takeda Ventures, Inc., a wholly-owned indirect subsidiary of Takeda Pharmaceutical Company Limited. Takeda Ventures, Inc. is owned directly by Takeda Pharmaceuticals U.S.A., Inc., which is owned directly by both Takeda Pharmaceutical Company Limited (58.09%) and Takeda Pharmaceuticals International AG (41.91%). Takeda Pharmaceuticals International AG is a wholly-owned direct subsidiary of Takeda Pharmaceutical Company Limited.

(2)

Based on 21,588,756 shares of Common Stock outstanding after the issuer’s initial public offering, as disclosed in the issuer’s final prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on April 19, 2019 (the “Final Prospectus”).

 

Page 2 of 8 pages

CUSIP No. 43906K 100  

 

  (1)   

Names of reporting persons

 

Takeda Pharmaceuticals International AG

  (2)  

Check the appropriate box if a member of a group (see instructions)

(a)  ☐        (b)  ☐

 

  (3)  

SEC use only

 

  (4)  

Citizenship or place of organization

 

Switzerland

Number of

shares

beneficially

owned by

each

reporting

person

with:

    (5)    

Sole voting power

 

0

   (6)   

Shared voting power

 

558,907(1)

   (7)   

Sole dispositive power

 

0

   (8)   

Shared dispositive power

 

558,907(1)

  (9)  

Aggregate amount beneficially owned by each reporting person

 

558,907(1)

(10)  

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

 

☐

(11)  

Percent of class represented by amount in Row (9)

 

2.6%(2)

(12)  

Type of reporting person (see instructions)

 

CO

 

(1)

Takeda Pharmaceuticals International AG’s beneficial ownership of the issuer’s Common Stock is comprised of 558,907 of the 1,333,588 shares of Common Stock held by Takeda Ventures, Inc., an indirect subsidiary of Takeda Pharmaceuticals International AG. Takeda Pharmaceuticals International AG owns 41.91% of Takeda Pharmaceuticals U.S.A., and Takeda Ventures, Inc. is a wholly-owned direct subsidiary of Takeda Pharmaceuticals U.S.A., Inc.

(2)

Based on 21,588,756 shares of Common Stock outstanding after the issuer’s initial public offering, as disclosed in the issuer’s Final Prospectus.

 

Page 3 of 8 pages

CUSIP No. 43906K 100  

 

  (1)   

Names of reporting persons

 

Takeda Pharmaceuticals U.S.A., Inc.

  (2)  

Check the appropriate box if a member of a group (see instructions)

(a)  ☐        (b)  ☐

 

  (3)  

SEC use only

 

  (4)  

Citizenship or place of organization

 

United States

Number of

shares

beneficially

owned by

each

reporting

person

with:

    (5)    

Sole voting power

 

0

   (6)   

Shared voting power

 

1,333,588

   (7)   

Sole dispositive power

 

0

   (8)   

Shared dispositive power

 

1,333,588

  (9)  

Aggregate amount beneficially owned by each reporting person

 

1,333,588(1)

(10)  

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

 

☐

(11)  

Percent of class represented by amount in Row (9)

 

6.2%(2)

(12)  

Type of reporting person (see instructions)

 

CO

 

(1)

Takeda Pharmaceuticals U.S.A., Inc.’s beneficial ownership of the issuer’s Common Stock is comprised of 1,333,588 shares of Common Stock held by Takeda Ventures, Inc., a wholly-owned direct subsidiary of Takeda Pharmaceuticals U.S.A.

(2)

Based on 21,588,756 shares of Common Stock outstanding after the issuer’s initial public offering, as disclosed in the issuer’s Final Prospectus.

 

Page 4 of 8 pages

CUSIP No. 43906K 100  

 

  (1)   

Names of reporting persons

 

Takeda Ventures, Inc.

  (2)  

Check the appropriate box if a member of a group (see instructions)

(a)  ☐        (b)  ☐

 

  (3)  

SEC use only

 

  (4)  

Citizenship or place of organization

 

United States

Number of

shares

beneficially

owned by

each

reporting

person

with:

    (5)    

Sole voting power

 

0

   (6)   

Shared voting power

 

1,333,588

   (7)   

Sole dispositive power

 

0

   (8)   

Shared dispositive power

 

1,333,588

  (9)  

Aggregate amount beneficially owned by each reporting person

 

1,333,588

(10)  

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

 

☐

(11)  

Percent of class represented by amount in Row (9)

 

6.2%(1)

(12)  

Type of reporting person (see instructions)

 

CO

 

(1)

Based on 21,588,756 shares of Common Stock outstanding after the issuer’s initial public offering, as disclosed in the issuer’s Final Prospectus.

 

Page 5 of 8 pages

Item 1(a)

Name of issuer:

HOOKIPA Pharma Inc.

 

Item 1(b)

Address of issuer’s principal executive offices:

350 Fifth Avenue, 72nd Floor, Suite 7240, New York, New York 10118

 

Item 2(a)

Name of person filing:

Takeda Pharmaceutical Company Limited

Takeda Pharmaceuticals International AG

Takeda Pharmaceuticals U.S.A., Inc.

Takeda Ventures, Inc.

 

Item 2(b)

Address of principal business office or, if none, residence:

Takeda Pharmaceutical Company Limited – 1-1, Nihonbashi-Honcho 2-Chome, Chuo-ku, Tokyo 103-8668, Japan

Takeda Pharmaceuticals International AG – Thurgauerstrasse 130, 8152 Glattpark-Opfikon, Zurich, Switzerland

Takeda Pharmaceuticals U.S.A., Inc. – One Takeda Parkway, Deerfield, IL 60015, USA

Takeda Ventures, Inc. – 435 Tasso Street, Suite 300, Palo Alto, CA 94301, USA

 

Item 2(c)

Citizenship:

Takeda Pharmaceutical Company Limited – Japan

Takeda Pharmaceuticals International AG – Switzerland

Takeda Pharmaceuticals U.S.A., Inc. – United States

Takeda Ventures, Inc. – United States

 

Item 2(d)

Title of class of securities:

Common Stock, par value $0.0001 per share

 

Item 2(e)

CUSIP No.:

43906K 100

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a) Amount beneficially owned: See the responses to Item 9 on the attached cover pages.

(b) Percent of class: See the responses to Item 11 on the attached cover pages.

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote: See the responses to Item 5 on the attached cover pages.

 

Page 6 of 8 pages

(ii) Shared power to vote or to direct the vote: See the responses to Item 6 on the attached cover pages.

(iii) Sole power to dispose or to direct the disposition of: See the responses to Item 7 on the attached cover pages.

(iv) Shared power to dispose or to direct the disposition of: See the responses to Item 8 on the attached cover pages.

The percentages used herein and in this Item 4 are calculated based on 21,588,756 shares of Common Stock outstanding after the issuer’s initial public offering, as disclosed in the issuer’s Final Prospectus.

 

Item 5.

Ownership of 5 Percent or Less of a Class.

Not applicable.

 

Item 6.

Ownership of More than 5 Percent on Behalf of Another Person.

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

See Exhibit 99.1.

 

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

 

Item 9.

Notice of Dissolution of Group.

Not applicable.

 

Item 10.

Certifications

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

 

Page 7 of 8 pages

Signatures

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.

Dated: April 26, 2019

 

TAKEDA PHARMACEUTICAL COMPANY LIMITED
By    /s/ Andrew S. Plump
  Name:   Andrew S. Plump
  Title:   Director and Chief Medical & Scientific Officer

 

TAKEDA PHARMACEUTICALS INTERNATIONAL AG
By   /s/ Andrea Ferrari
  Name:   Andrea Ferrari
  Title:   Director and Secretary

 

TAKEDA PHARMACEUTICALS U.S.A., INC.
By   /s/ Paul Sundberg
  Name:   Paul Sundberg
  Title:   Assistant Secretary

 

TAKEDA VENTURES, INC.

By 

  

/s/ Michael Martin

 

Name:

  

Michael Martin

 

Title:

  

President

 

Page 8 of 8 pages

INDEX TO EXHIBITS

 

Exhibit 99.1    Identification of the subsidiary which acquired the security being reported on by the parent holding company
Exhibit 99.2    Joint Filing Agreement
 EX-99.1 2 d736667dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

Identification of the subsidiary which acquired the security being reported on by the parent holding company.

The reported securities are beneficially owned by Takeda Ventures, Inc., a direct wholly-owned subsidiary of Takeda Pharmaceuticals U.S.A., Inc., which, in turn, is a direct subsidiary of Takeda Pharmaceuticals International AG (41.91%) and Takeda Pharmaceutical Company Limited (58.09%). Takeda Pharmaceuticals International AG is a direct wholly-owned subsidiary of Takeda Pharmaceutical Company Limited.

EX-99.2 3 d736667dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

JOINT FILING AGREEMENT

The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Common Stock of HOOKIPA Pharma Inc., a Delaware corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended, on behalf of each of the undersigned. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G.

This Agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument.

Date: April 26, 2019

 

TAKEDA PHARMACEUTICAL COMPANY LIMITED
By    /s/ Andrew S. Plump
  Name:   Andrew S. Plump
  Title:   Director and Chief Medical & Scientific Officer

 

TAKEDA PHARMACEUTICALS INTERNATIONAL AG

By 

  

/s/ Andrea Ferrari

 

Name:

  

Andrea Ferrari

 

Title:

  

Director and Secretary

 

TAKEDA PHARMACEUTICALS U.S.A., INC.

By 

  

/s/ Paul Sundberg

 

Name:

  

Paul Sundberg

 

Title:

  

Assistant Secretary

 

TAKEDA VENTURES, INC.

By 

  

/s/ Michael Martin

 

Name:

  

Michael Martin

 

Title:

  

President