As filed with the Securities and Exchange Commission on April 29, 2022 

Registration No. 333- 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

WASHINGTON, D.C. 20549

FORM S-8 

REGISTRATION STATEMENT

UNDER 

THE SECURITIES ACT OF 1933

HOOKIPA PHARMA INC. 

(Exact Name of Registrant as Specified in Its Charter)

Delaware	81-5395687
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
350 Fifth Avenue, 72nd Floor, Suite 7240 New York, New York	10118
(Address of Principal Executive Offices)	(Zip Code)

HOOKIPA Pharma Inc. 2019 Stock Option and Incentive Plan 

HOOKIPA Pharma Inc. 2019 Employee Stock Purchase Plan 

(Full Title of the Plans)

Joern Aldag 

Chief Executive Officer 

HOOKIPA Pharma Inc. 

350 Fifth Avenue, 72nd Floor, Suite 7240 

New York, New York 10118 

+43 1 890 63 60 

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Kingsley L. Taft, Esq. Robert E. Puopolo, Esq. Seo Salimi, Esq. Goodwin Procter LLP 100 Northern Avenue Boston, Massachusetts 02210 (617) 570-1000 Joern Aldag Chief Executive Officer HOOKIPA Pharma Inc. 350 Fifth Avenue, 72nd Floor, Suite 7240 New York, New York 10118 +43 1 890 63 60

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x	Smaller reporting company	x
		Emerging growth company	x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. x

EXPLANATORY NOTE

This Registration Statement on Form S-8 relating to the 2019 Stock Option and Incentive Plan and the 2019 Employee Stock Purchase Plan of HOOKIPA Pharma Inc. (the “Registrant”) registers additional securities of the same class as other securities for which registration statements filed on Form S-8 (SEC File Nos. 333-230995 and 333-237285) of the Registrant are effective. Accordingly, the information contained in the Registrant’s Registration Statements on Form S-8 (SEC File Nos. 333-230995 and 333-237285) filed with the Securities and Exchange Commission on April 23, 2019 and March 19, 2020, respectively, are hereby incorporated by reference pursuant to General Instruction E, except for “Item 8. Exhibits.”

PART II 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

See the Exhibit Index for a list of exhibits filed as part of this registration statement, which Exhibit Index is incorporated herein by reference.

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
4.1	Amended and Restated Certificate of Incorporation of the Registrant (filed as Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 24, 2022, and incorporated by reference herein).
4.2	Amended and Restated By-laws of the Registrant (filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 23, 2019, and incorporated by reference herein).
4.3	Specimen stock certificate evidencing the shares of common stock (filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-230451), filed with the SEC on April 8, 2019, and incorporated by reference herein).
4.4	Shareholders Agreement among the Registrant and certain of its shareholders, dated February 15, 2019 (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 23, 2019, and incorporated by reference herein).
5.1*	Opinion of Goodwin Procter LLP
23.1*	Consent of PwC Wirtschaftsprüfung GmbH, independent registered public accounting firm
23.2*	Consent of Goodwin Procter LLP (included in Exhibit 5.1)
24.1*	Power of Attorney (included on signature page)
99.1	2019 Stock Option and Incentive Plan (filed as Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-230451), filed with the SEC on April 8, 2019, and incorporated by reference herein).
99.2	Form of Incentive Stock Option Agreement under the Registrant’s 2019 Stock Option and Incentive Plan (filed as Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-230451), filed with the SEC on April 8, 2019, and incorporated by reference herein).
99.3	Form of Non-Qualified Stock Option Agreement for Company Employees under the Registrant’s 2019 Stock Option and Incentive Plan (filed as Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-230451), filed with the SEC on April 8, 2019, and incorporated by reference herein).
99.4	Form of Non-Qualified Stock Option Agreement for Non-Employee Directors under the Registrant’s 2019 Stock Option and Incentive Plan (filed as Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-230451), filed with the SEC on April 8, 2019, and incorporated by reference herein).
99.5	Form of Restricted Stock Award Agreement under the Registrant’s 2019 Stock Option and Incentive Plan (filed as Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-230451), filed with the SEC on April 8, 2019, and incorporated by reference herein).
99.6	Form of Restricted Stock Award Agreement for Company Employees under the Registrant’s 2019 Stock Option and Incentive Plan (filed as Exhibit 10.7 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-230451), filed with the SEC on April 8, 2019, and incorporated by reference herein).
99.7	Form of Restricted Stock Award Agreement for Non-Employee Directors under the Registrant’s 2019 Stock Option and Incentive Plan (filed as Exhibit 10.8 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-230451), filed with the SEC on April 8, 2019, and incorporated by reference herein).
99.8	2019 Employee Stock Purchase Plan (filed as Exhibit 10.9 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-230451), filed with the SEC on April 8, 2019, and incorporated by reference herein)
107*	Filing Fee Table

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on April 29, 2022.

HOOKIPA PHARMA INC.
By:	/s/ Joern Aldag
	Joern Aldag Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of HOOKIPA Pharma Inc. (the “Company”), hereby severally constitute and appoint Joern Aldag, Reinhard Kandera and Daniel Courtney, and each of them singly, our true and lawful attorneys, with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below, any and all amendments (including post-effective amendments) to this Registration Statement, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and generally to do all things in our names and on our behalf in such capacities to enable the Company to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title(s)	Date
/s/ Joern Aldag Joern Aldag	Chief Executive Officer and Director (Principal Executive Officer)	April 29, 2022
/s/ Reinhard Kandera Reinhard Kandera	Chief Financial Officer and Director (Principal Financial and Accounting Officer)	April 29, 2022
/s/ Jan van de Winkel Jan van de Winkel, Ph.D.	Chairman of the Board	April 29, 2022
/s/ Michael A. Kelly Michael A. Kelly	Director	April 29, 2022
/s/ David Kaufman David Kaufman	Director	April 29, 2022
/s/ Christoph Lengauer Christoph Lengauer, Ph.D.	Director	April 29, 2022
/s/ Julie O’Neill Julie O’Neill	Director	April 29, 2022
/s/ Timothy Reilly	Director	April 29, 2022
Timothy Reilly, Ph.D.