Item 5.03 Amendments to Articles of Incorporation of Bylaws; Change in Fiscal


          Year.

On December 11, 2020, HOOKIPA Pharma Inc., a Delaware corporation (the "Company") filed a Certificate of Designation of Series A Convertible Preferred Stock with the Delaware Secretary of State (the "Certificate of Designation") that has the effect of designating 2,978 shares of preferred stock as Series A Convertible Preferred Stock (the "Series A Preferred Stock").

Each share of Series A Preferred Stock is convertible into 1,000 shares of the Company's common stock at any time at the option of the holder, provided that the holder will be prohibited, subject to certain exceptions, from converting Series A Preferred Stock into shares of the Company's common stock if, as a result of such conversion, the holder, together with its affiliates, would own more than 9.99% of the total number of shares of the Company's common stock then issued and outstanding, which percentage may be changed at the holder's election to any other number less than or equal to 19.99% upon 61 days' notice to the Company. In the event of a liquidation, dissolution or winding up of the Company, holders of Series A Preferred Stock will receive a payment equal to $0.001 per share of Series A Preferred Stock before any proceeds are distributed to the holders of the common stock. In the event of a merger, consolidation, exchange offer or similar other transaction, the holders of the Series A Preferred Stock, will receive the same consideration as the holders of the Company's common stock, upon conversion of the Series A Preferred Stock. Shares of Series A Preferred Stock will generally have no voting rights, except as required by law and except that the consent of the holders of a majority of the outstanding shares of Series A Preferred Stock will be required to amend the terms of the Series A Preferred Stock.

The foregoing description of the Certificate of Designation is qualified in its entirety by reference to the Certificate of Designation, which is filed hereto and incorporated herein by reference as Exhibit 3.1.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits



Exhibit
  No.                   Description
  3.1       Series A Certificate of Designation




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