Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year

On June 30, 2022, HOOKIPA Pharma Inc. (the "Company") filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation, as amended, (the "Certificate of Amendment") with the Secretary of State of the State of Delaware, to increase the number of authorized shares of the Company's common stock, par value $0.0001 per share ("Common Stock") from 100,000,000 authorized shares to 200,000,000 authorized shares. The additional common stock authorized by the Certificate of Amendment has rights identical to the Company's currently outstanding common stock.

A copy of the Certificate of Amendment is attached as Exhibit 3.1 hereto and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders

The Company held its previously announced Annual Meeting of Stockholders (the "Annual Meeting") on June 30, 2022, at which a quorum was present. As of April 13, 2022, the record date for the Annual Meeting, there were 50,872,734 shares of the Company's Common Stock outstanding and entitled to vote at the Annual Meeting. The Company's stockholders voted on the following matters, which are described in detail in the Company's Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission on May 16, 2022: (i) to elect Julie O'Neill and Reinhard Kandera as Class III directors of the Company each to serve for a three-year term expiring at the Company's annual meeting of stockholders in 2025 and until their successors have been elected and qualified ("Proposal 1"), (ii) to ratify the appointment of PwC Wirtschaftsprüfung GmbH as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022 ("Proposal 2"), (iii) to approve an amendment to the Company's Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") to increase the total number of authorized shares of Common Stock from 100,000,000 shares to 200,000,000 shares ("Proposal 3"), (iv) to authorize an amendment to the Certificate of Incorporation to effect a reverse stock split of the Common Stock (without reducing the authorized number of shares of Common Stock), in the range of 1-for-2 to 1-for-10, if and when determined by the Company's board of directors ("Proposal 4"), and (v) to approve an amendment to the Company's 2019 Stock Option and Incentive Plan (the "Plan") to increase the maximum number of shares of Common Stock reserved and available for issuance under the Plan by 1,000,000 shares ("Proposal 5").

The Company's stockholders approved the Class III director nominees recommended for election in Proposal 1 at the Annual Meeting. The Company's stockholders voted for the Class III directors as follows:





                                                              Broker Non-
Class III Director Nominee       For           Withhold          Votes
Julie O'Neill                  30,759,993       1,003,844        7,805,414
Reinhard Kandera               25,883,390       5,880,447        7,805,414




The Company's stockholders approved Proposal 2. The votes cast at the Annual
Meeting were as follows:



    For           Against       Abstain
  39,000,736       418,404       150,111




The Company's stockholders approved Proposal 3. The votes cast at the Annual
Meeting were as follows:



    For            Against       Abstain
  31,364,292       8,142,221       62,738










The Company's stockholders approved Proposal 4. The votes cast at the Annual
Meeting were as follows:



    For            Against       Abstain
  29,546,720       9,929,187       93,344




The Company's stockholders approved Proposal 5. The votes cast at the Annual
Meeting were as follows:



    For            Against       Abstain       Broker Non-Votes
  23,315,702       8,422,262       25,873           7,805,414

No other matters were submitted to or voted on by the Company's stockholders at the Annual Meeting.





Item 9.01. Exhibits



(d) Exhibits

3.1 Certificate of Amendment of Amended and Restated Certificate of


          Incorporation of HOOKIPA Pharma Inc.
104       Cover Page Interactive Data File (embedded within the Inline XBRL

document).

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