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)

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:

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.

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

* 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.

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: