8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):February 20, 2025

HOOKIPA

Pharma Inc.

(Exact name of  registrant as specifiedin its Charter)

Registrant’s telephone number, including

area code: +43

1

890 63 60

Not applicable

(Former Name or Former Address, if ChangedSince Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company  ¨

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 13(a) of the Exchange Act.  ¨

Item 8.01 Other Information.

As previously reported, on January 2, 2025, HOOKIPA Pharma Inc. (the “Company”) and Poolbeg Pharma plc (“Poolbeg”) released an announcement pursuant to Rule 2.4 of the U.K. City Code on Takeovers and Mergers (the “Code”) that the Company and Poolbeg entered into non-binding discussions for the potential acquisition by the Company of the entire issued share capital of Poolbeg.

On February 20, 2025, the Company issued an announcement (the “Announcement”) pursuant to Rule 2.8 of the Code disclosing that the Company’s board of directors has determined that it does not intend to make an offer for Poolbeg under Rule 2.7 of the Code. A copy of the Announcement is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 8.01.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 99.1

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

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE2.8 OF THE CITY CODE ON TAKEOVERS AND MERGERS (“THE CODE”).

THIS ANNOUNCEMENT CONSTITUTES INSIDE INFORMATIONAS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014, AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEANUNION (WITHDRAWAL) ACT 2018.

For immediate release

20 February 2025

HOOKIPAPharma Inc. (“HOOKIPA”)

Statementregarding potential combination for Poolbeg Pharma plc (“Poolbeg”)

Further to the announcement on 2 January 2025 regarding the non-binding discussions for an all-share acquisition by HOOKIPA of Poolbeg and the announcement on 30 January 2025 regarding the PUSU extension, the HOOKIPA Board has determined that it does not intend to make an offer for Poolbeg under Rule 2.7 of the Code.

This announcement is made in accordance with Rule 2.8 of the Code.

Under Note 2 on Rule 2.8 of the Code, HOOKIPA and any person(s) acting in concert with it reserve the right to set aside the restrictions in Rule 2.8 of the Code in the following circumstances:

The person responsible for arranging the release of this announcement on behalf of HOOKIPA is Malte Peters, Chief Executive Officer of HOOKIPA.

Important information

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

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

Disclaimer

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

Publication on Website

A copy of this announcement will be made available (subject to certain restrictions relating to persons resident in restricted jurisdictions) on HOOKIPA’s website - https://ir.hookipapharma.com/potential-combination# by no later than 12 noon (London time) on the business day following the release of this announcement in accordance with Rule 26.1 of the Code. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

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