SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 7, 2025

Malte Peters
Chief Executive Officer
HOOKIPA Pharma Inc.
350 Fifth Avenue, 72nd Floor, Suite 7240
New York, NY 10118

 Re: HOOKIPA Pharma Inc.
 Preliminary Proxy Statement on Schedule 14A
 Filed June 16, 2025
 File No. 001-38869
Dear Malte Peters:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Life Sciences
cc: David Brinton, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Divakar Gupta
 (212) 479-6474
 dgupta@cooley.com

 VIA EDGAR

 June 30, 2025

 U.S. Securities and Exchange Commission
 Office of Life Sciences
 Division of Corporation Finance
 Washington, D.C. 20549

 Attn:

 Ms. Doris Stacey Gama

 Mr. Joshua Gorsky

 Re:

 HOOKIPA Pharma Inc.

 Preliminary Proxy Statement on Schedule 14A
 Filed June 16, 2025
 File No. 001-38869

 Ladies and Gentlemen:

 On behalf of our client, HOOKIPA Pharma Inc. (the “ Company ”), we are responding to the comments (the “ Comments ”)

 of the staff (the “ Staff ”) of the Securities and Exchange Commission (the “ Commission ”) contained in its letter dated June 26, 2025
 (the “ Comment Letter ”), relating to the above referenced Preliminary Proxy Statement on Schedule 14A (the “ Preliminary Proxy Statement ”).

 In response to the Comments set forth in the Comment Letter, the Company has revised the Preliminary Proxy Statement and is filing via EDGAR an Amendment No. 1 to the Preliminary Proxy Statement (the “ Revised Preliminary Proxy Statement ”) with this response letter. For the Staff’s reference, we are also delivering both a clean copy of the Revised Proxy Statement and a copy marked to show all changes from the Preliminary Proxy
 Statement filed on June 16, 2025.

 Set forth below are the Company’s responses to the Comments. The numbering of the paragraphs below corresponds to the numbering of the Comments, which for your convenience we have incorporated into this response letter.
 Page references in the text of this response letter correspond to the page numbers of the Revised Preliminary Proxy Statement. Capitalized terms used but not defined herein are used herein as defined in the Revised Preliminary Proxy Statement.

 The Asset Sale (Proposal No. 1)
 Net Proceeds from the Asset Sale and their Expected Use, page 41

 1.

 We note your disclosure that pursuant to the terms of the Asset Purchase Agreement, you will receive an aggregate cash consideration of up to $10.0 million, of which $3.0 million shall be payable upon closing
 and up to $7.0 million shall become payable in three stages upon completion of the Transfer Plan, with $3.0 million payable upon completion of the first phase and $2.0 million payable upon completion of each of the second and third phases.
 Please revise your disclosure here, and elsewhere as appropriate, to provide further details about the Transfer Plan, including any provisions that would prohibit or delay the release of funds.

 Company Response :

 In response to the Staff’s comment, the Company has revised the disclosures on pages 6, 7, 13-14, 25, 26-27, 43 and 53 of the Revised Preliminary Proxy Statement.

 Cooley LLP 55 Hudson Yards New York, NY 10001-2157
 t: +1 212 479 6000 f: +1 212 479 6275 cooley.com

 June 30, 2025
 Page Two

 General

 2.

 Please provide us with your analysis as to the applicability of Exchange Act Rule 13e-3 to this transaction. In this regard, we note your disclosure on page 1 that the Asset Sale “may constitute the sale of
 ‘substantially all’ of [y]our property and assets[.]” We further note your disclosure that, through a Collaboration and License Agreement, you collaborated with Gilead Sciences, Inc. for the development of both HB-400 and HB-500 and that
 Gilead retained an exclusive right to take back development responsibilities for the HB-500 Program. We also note your disclosure that, as of June 4, 2025, Gilead beneficially owned 19.15% of your common stock. Refer to Sections 201.01 and
 201.05 of the staff’s Going Private Transactions, Exchange Act Rule 13e-3, and Schedule 13E-3 Compliance and Disclosure Interpretations for guidance.

 Company Response :

 The Company respectfully advises the Staff that, after careful consideration of Exchange Act Rule 13e-3, including the Staff’s guidance in Sections 201.01 and 201.05 of the Going Private Transactions,
 Exchange Act Rule 13e-3, and Schedule 13E-3 Compliance and Disclosure Interpretations, the Company believes that Rule 13e-3 is not applicable to the Asset Sale for the following reasons:

 The Asset Sale is not a Rule 13e-3 Transaction

 The Company, together with outside counsel, has reviewed and analyzed carefully whether  Rule 13e-3 under the Exchange Act may apply to the transaction, and respectfully submits to the Staff that the
 Asset Sale is not a going-private transaction under Rule 13e-3.

 Rule 13e-3 applies to transactions to acquire equity securities of an issuer by the issuer or an affiliate of the issuer.  Rule 13e-3(a)(1) defines an “affiliate” of an issuer as “a person that
 directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with such issuer.”  “Control” is defined in Rule 12b-2 under the Exchange Act to mean the “possession, direct or indirect, of the power to
 direct or cause   the direction of the management and policies of a person, whether through the ownership of voting securities, by
 contract, or otherwise.”  Under SEC Release No. 34-17719 (April 13, 1981) (the “ Interpretive Release ”), the determination of whether a person is in control of an issuer depends on “the
 particular facts and circumstances of each situation.”  The Company respectfully submits that the facts and circumstances of the Asset Sale do not support a conclusion that Gilead Sciences, Inc. (“ Gilead ”)

 has the ability “to direct or cause the direction of the management and policies” of the Company.

 Gilead is not an Affiliate of the Company

 While Gilead does own securities of the Company, it (i) does not have any representatives on the Company’s Board of Directors (the “ Board ”),
 or any contractual rights to appoint any such Board representatives or receive information related to activities or deliberations of the Company’s Board, (ii) does not have any right to veto any actions of the Company’s Board or management, or to
 require the Company’s Board or management to take or refrain from taking any action, and (iii) does not have any other contractual rights to direct or cause the direction of the management and policies of the Company in a manner that would implicate
 Rule 13e‑3.

 Cooley LLP 55 Hudson Yards New York, NY 10001-2157
 t: +1 212 479 6000 f: +1 212 479 6275 cooley.com

 June 30, 2025
 Page Three

 The commercial relationship between Gilead and the Company is governed primarily by the Collaboration and License Agreement entered into between the Company’s wholly-owned Austrian subsidiary, Hookipa
 Biotech GmbH, and Gilead on June 4, 2018, as amended and restated on February 15, 2022, and as amended by a letter agreement, dated May 21, 2025 (the “ Collaboration Agreement ”).  The
 Collaboration Agreement is an arm’s-length commercial agreement and was entered into not in connection with or in contemplation of any future business combination between Gilead and the Company.  As previously disclosed by the Company in its publicly
 available disclosures with the Commission, including in the Preliminary Proxy Statement, under the Collaboration Agreement, the Company granted Gilead an exclusive, royalty-bearing license to its technology platform for researching, developing,
 manufacturing and commercializing products for its Hepatitis B (“ HBV ”) program (the “ HB-400 Program ”), and certain assets related to
 its Human Immunodeficiency Virus (“ HIV ”) program (the “ HB-500 Program ” and, together with the HB-400 Program, the “ Programs ”). In February 2022, the Company and Gilead amended and restated the Collaboration Agreement to revise the terms only for the HIV program, whereby the Company assumed development
 responsibilities for the HIV program candidate through a Phase 1b clinical trial for which Gilead made a $10.0 million payment. Pursuant to the Collaboration Agreement, Gilead retains an exclusive right to take back development responsibilities for the
 HB-500 Program, thus keeping the rights for the HIV program, including further development and commercialization. As disclosed in the Preliminary Proxy Statement, pursuant to the Asset Purchase Agreement entered into between Gilead and the Company, the
 Collaboration Agreement will terminate and be of no further force and effect (other than with respect to certain agreed provisions that will survive termination) upon the closing of the Asset Sale.

 The Collaboration Agreement, including all of the amendments thereto, was negotiated on an arm’s-length basis by sophisticated parties.  The Collaboration Agreement does not give Gilead, or any of its
 affiliates, (i) any right to representation on the Company’s Board, or to receive information related to the deliberations of the Company’s Board, (ii) any rights with respect to the selection or identity of the Company’s management team, (iii) any
 right of first refusal or veto right with respect to a strategic transaction involving the Company, (iv) the ability to restrict or otherwise limit the Company’s ability to issue securities, incur debt or otherwise raise capital to fund its operations
 or (v) the ability to restrict or otherwise limit the Company’s ability to expand, reduce or restructure its operations.

 The Company acknowledges the attention of the Board to the Company’s commercial relationship with Gilead and that the Board considered the future of this commercial relationship in its decision-making,
 as described in the Preliminary Proxy Statement.  These considerations, however, were merely one factor among many considered by the Board in its deliberations and do not rise to the level of being able to “ direct
 or cause the direction of the management or policies” (emphasis added) of the Company by Gilead.  The Board was at liberty to consider whatever factors it deemed relevant in its deliberations with respect to
 the Asset Sale, or indeed to reject the possibility of any transaction or, had a better deal been available, to accept a superior proposal from another bidder.

 The Company respectfully advises the Staff that, based on the totality of the particular facts and circumstances of the Asset Sale, Gilead is not an affiliate of the Company for purposes of Rule 13e-3.

 Cooley LLP 55 Hudson Yards New York, NY 10001-2157
 t: +1 212 479 6000 f: +1 212 479 6275 cooley.com

 June 30, 2025
 Page Four

 The Asset Sale Does Not Raise the Concerns that Rule 13e-3 was Intended to Address

 As described in the Interpretive Release, Rule 13e-3 was adopted to protect unaffiliated security holders from the potential for abuse or coercion by an issuer or its affiliates that may be present in
 a going-private transaction.  The opportunity for abuse would be due, in part, to a lack of arm’s-length bargaining and an inability of unaffiliated security holders to influence corporate decisions to enter into such transactions.  However, in the
 case of the Asset Sale, the opportunity for abuse that Rule 13e-3 was designed to address is not present.

 The Asset Purchase Agreement, and the transactions contemplated thereby, was the result of arm’s-length negotiations between the Company, led by its Board, and was preceded by a broad review of
 strategic alternatives by the Board.  The Asset Sale process undertaken by the Company, under the direction and supervision of the Company’s Board, was entirely independent of Gilead.  As disclosed in the Preliminary Proxy Statement, the Board
 undertook a robust strategic review process beginning in March 2024, through which it explored strategic alternatives for the Company as a whole or in part, including evaluating, and ultimately not pursuing, a potential transaction with Poolbeg Pharma
 plc (“ Poolbeg ”) from November 2024 to February 2025.

 Between September and November 2024, the Company directed its financial advisor, Moelis & Company, LLC (“ Moelis ”), to contact 74
 biopharmaceutical and pharmaceutical companies regarding a potential strategic transaction with the Company, including a sale, reverse merger, licensing transaction, financing transaction, spin-off or other business combination transaction.  That
 outreach resulted in the Company entering into confidentiality agreements with five potential acquirers. As a result of this outreach, the Company received proposals from two of the parties contacted, one for a potential reverse merger transaction with
 a biopharmaceutical company and a second for the transaction with Poolbeg, as described in the Preliminary Proxy Statement.  Gilead elected not to participate in this process and did not attempt to interfere, influence, impede, delay or stop this
 process in any way.

 As noted in the Preliminary Proxy Statement, a potential transaction with Poolbeg was pursued, with the Company and Poolbeg ultimately agreeing to key terms of a non-binding term sheet regarding a
 proposed transaction on December 19, 2024. Following the agreement on key terms of a transaction, over the course of the next two months the Company and Poolbeg negotiated the terms of definitive agreements providing for the transaction, sought to
 obtain the financing for the proposed transaction and continued to conduct due diligence. However, on February 20, 2025, the Board held a meeting at which it determined to terminate discussions regarding a potential transaction with Poolbeg, which the
 Board had concluded was highly uncertain on the terms previously negotiated and no longer worth pursuing. On February 24, 2025, representatives of the Company initiated a call with representatives of Gilead to discuss the termination of discussions
 with Poolbeg and inform Gilead that the Company was considering a potential dissolution. During the call, the representatives of Gilead indicated that Gilead was interested in discussing a potential strategic transaction with the Company.

 Notably, however, the Company’s attempts to explore strategic alternatives occurred over a year before discussions with Gilead took place related to a potential transaction with the Company.  Even
 after Gilead and the Company began preliminary discussions around a potential transaction, the Board continued to evaluate alternatives involving a dissolution of the Company, alone or together with a proposed transaction with Gilead, a reverse merger
 transaction and whether there were other transactions that might be more favorable to the Company’s stockholders than the proposed transaction with Gilead, including a potential sale to a financial liquidation firm.  While such efforts were ultimately
 fruitless, they demonstrate the Company’s independence from Gilead.

 Cooley LLP 55 Hudson Yards New York, NY 10001-2157
 t: +1 212 479 6000 f: +1 212 479 6275 cooley.com

 June 30, 2025
 Page Five

 Over the course of March and April 2025, the parties engaged in rigorous negotiations on arm’s-length terms, as discussed in detail in the Preliminary Proxy Statement.  The Interpretive Release states
 that “[t]ransactions between the issuer and a non-affiliate are ordinarily the product of arm’s-length negotiations and therefore do not involve the potential for abuse and overreaching associated with the types of
 transactions intended to be covered by [Rule 13e-3] ” (emphasis added).   Given the thorough, arm’s-length process related to the Asset Sale that was followed by the Company and its Board, there was no
 practical opportunity for Gilead to abuse, overreach or take advantage of the Company’s stockholders.  Accordingly, the Company’s stockholders do not need the additional protections of Rule 13e-3 in this transaction due to the foregoing and the fact
 that the Asset Purchase Agreement, the Preliminary Proxy Statement and other disclosure documents filed with the Commission by the Company provide detailed disclosures about the relationships between Gilead and the Company as well as the background of
 the Asset Sale.  Moreover, the Company and its Board were advised by a nationally recognized financial advisor and outside legal counsel, further ensuring protections fr

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 26, 2025

Malte Peters
Chief Executive Officer
HOOKIPA Pharma Inc.
350 Fifth Avenue, 72nd Floor, Suite 7240
New York, NY 10118

 Re: HOOKIPA Pharma Inc.
 Preliminary Proxy Statement on Schedule 14A
 Filed June 16, 2025
 File No. 001-38869
Dear Malte Peters:

 We have reviewed your filing and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Preliminary Proxy Statement on Schedule 14A
The Asset Sale (Proposal No. 1)
Net Proceeds from the Asset Sale and their Expected Use, page 41

1. We note your disclosure that pursuant to the terms of the Asset Purchase
Agreement,
 you will receive an aggregate cash consideration of up to $10.0 million,
of which $3.0
 million shall be payable upon closing and up to $7.0 million shall
become payable in
 three stages upon completion of the Transfer Plan, with $3.0 million
payable upon
 completion of the first phase and $2.0 million payable upon completion
of each of the
 second and third phases. Please revise your disclosure here, and
elsewhere as
 appropriate, to provide further details about the Transfer Plan,
including any
 provisions that would prohibit or delay the release of funds.
General

2. Please provide us with your analysis as to the applicability of Exchange
Act Rule 13e-
 3 to this transaction. In this regard, we note your disclosure on page 1
that the Asset
 Sale "may constitute the sale of 'substantially all' of [y]our property
and assets[.]" We
 June 26, 2025
Page 2

 further note your disclosure that, through a Collaboration and License
Agreement, you
 collaborated with Gilead Sciences, Inc. for the development of both
HB-400 and HB-
 500 and that Gilead retained an exclusive right to take back development
 responsibilities for the HB-500 Program. We also note your disclosure
that, as of June
 4, 2025, Gilead beneficially owned 19.15% of your common stock. Refer to
Sections
 201.01 and 201.05 of the staff's Going Private Transactions, Exchange
Act Rule 13e-
 3, and Schedule 13E-3 Compliance and Disclosure Interpretations for
guidance.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Doris Stacey Gama at 202-551-3188 or Joshua Gorsky at
202-551-
7836 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: David Brinton, Esq.
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

HOOKIPA Pharma Inc.

350 Fifth Avenue, 72nd Floor, Suite 7240

New York, New York
10118

January 2, 2024

Via EDGAR Transmission

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: HOOKIPA Pharma Inc.: Registration Statement on Form S-3 filed December 22, 2023 (File No. 333-276220)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “Act”), HOOKIPA Pharma Inc. (the “Company”) hereby requests that the
effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to January 4,
2024, at 4:01 pm Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by
telephone that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company
acknowledges that it is aware of its responsibilities under the Act.

If you have any questions regarding this request,
please contact Finnbarr D. Murphy of Goodwin Procter LLP at (212) 459-7257.

    Sincerely,

    HOOKIPA Pharma Inc.

    /s/ Reinhard Kandera

    Reinhard Kandera

    Chief Financial Officer

 cc: Joern Aldag, HOOKIPA Pharma Inc.

Robert Puopolo, Esq., Goodwin Procter LLP

Finnbarr D. Murphy, Esq., Goodwin Procter
LLP

United States securities and exchange commission logo
December 29, 2023
Joern Aldag
Chief Executive Officer
HOOKIPA Pharma Inc.
350 Fifth Avenue, 72nd Floor, Suite 7240
New York, NY 10118
Re:HOOKIPA Pharma Inc.
Registration Statement on Form S-3
Filed December 22, 2023
File No. 333-276220
Dear Joern Aldag:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Doris Stacey Gama at 202-551-3188 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Finn Murphy, Esq.

CORRESP
1
filename1.htm

HOOKIPA Pharma Inc.

350 Fifth Avenue, 72nd Floor, Suite 7240

New York, New York 10118

July 19, 2022

Via EDGAR Transmission

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re: HOOKIPA Pharma Inc.: Registration Statement on Form S-3 filed July 12, 2022 (File No. 333-266104)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended (the “Act”), HOOKIPA Pharma Inc. (the “Company”) hereby requests that the effective
date of the above-referenced registration statement (the “Registration Statement”) be accelerated to July 21, 2022,
at 4:01 pm Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone
that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges
that it is aware of its responsibilities under the Act.

If you have any questions regarding this request,
please contact Robert Puopolo of Goodwin Procter LLP at (617) 570-1393.

  Sincerely,

  HOOKIPA Pharma Inc.

  /s/ Reinhard Kandera

  Reinhard Kandera

  Chief Financial Officer

  cc:
  Joern Aldag, HOOKIPA Pharma Inc.

  Daniel Courtney, Esq. HOOKIPA Pharma Inc.

  Robert Puopolo, Esq., Goodwin Procter LLP

  Seo Salimi, Esq., Goodwin Procter LLP

United States securities and exchange commission logo
July 14, 2022
Joern Aldag
Chief Executive Officer
HOOKIPA Pharma Inc.
350 Fifth Avenue, 72nd Floor, Suite 7240
New York, NY 10118
Re:HOOKIPA Pharma Inc.
Registration Statement on Form S-3
Filed July 12, 2022
File No. 333-266104
Dear Mr. Aldag:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jason Drory at 202-551-8342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Seo Salimi, Esq.

CORRESP
1
filename1.htm

HOOKIPA Pharma Inc.

350 Fifth Avenue, 72nd Floor, Suite 7240

New York, New York
10118

July 13, 2022

Via EDGAR Transmission

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: HOOKIPA Pharma Inc.: Registration Statement on Form S-3 filed
                                            July 11, 2022 (File No. 333-266084)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “Act”), HOOKIPA Pharma Inc. (the “Company”) hereby requests that the
effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to July 15,
2022, at 4:01 pm Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by
telephone that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company
acknowledges that it is aware of its responsibilities under the Act.

If you have any questions regarding this request,
please contact Robert Puopolo of Goodwin Procter LLP at (617) 570-1393.

    Sincerely,

    HOOKIPA Pharma Inc.

    /s/ Reinhard Kandera

    Reinhard Kandera

    Chief Financial Officer

cc:           Joern
Aldag, HOOKIPA Pharma Inc.

Daniel
Courtney, Esq. HOOKIPA Pharma Inc.

Robert Puopolo, Esq., Goodwin Procter
LLP

Seo Salimi, Esq., Goodwin Procter LLP

United States securities and exchange commission logo
July 13, 2022
Joern Aldag
Chief Executive Officer
HOOKIPA Pharma Inc.
350 Fifth Avenue, 72nd Floor, Suite 7240
New York, NY 10118
Re:HOOKIPA Pharma Inc.
Registration Statement on Form S-3
Filed July 11, 2022
File No. 333-266084
Dear Mr. Aldag:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jason Drory at 202-551-8342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Seo Salimi, Esq.

United States securities and exchange commission logo
May 22, 2020
Joern Aldag
Chief Executive Officer
HOOKIPA Pharma Inc.
350 Fifth Avenue, Suite 7240
New York, New York 10118
Re:HOOKIPA Pharma Inc.
Registration Statement on Form S-3
Filed May 15, 2020
File No. 333-238311
Dear Mr. Aldag:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Paul Fischer at 202-551-3415 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Robert Puopolo, Esq.

CORRESP
1
filename1.htm

HOOKIPA Pharma Inc.

350 Fifth Avenue, 72nd Floor, Suite 7240

New York, New York 10118

May 22, 2020

Via EDGAR Transmission

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:                             HOOKIPA Pharma Inc.: Registration Statement on Form S-3 filed May 15, 2020 (File No. 333-238311)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), HOOKIPA Pharma Inc. (the “Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to May 27, 2020, at 4:01 pm Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time.  In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

If you have any questions regarding this request, please contact Robert Puopolo of Goodwin Procter LLP at (617) 570-1393.

Sincerely,

HOOKIPA Pharma Inc.

/s/ Joern Aldag

Joern Aldag

Chief Executive Officer

cc:

Reinhard Kandera, HOOKIPA   Pharma Inc.

Daniel   Courtney, Esq. HOOKIPA Pharma Inc.

Robert Puopolo, Esq., Goodwin   Procter LLP

Seo Salimi, Esq., Goodwin   Procter LLP

CORRESP
1
filename1.htm

April 12, 2019

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Re:                             HOOKIPA Pharma Inc.

Registration Statement on Form S-1 (as amended) (SEC File No. 333-230451)

Ladies and Gentlemen:

In connection with the above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby join in the request of HOOKIPA Pharma Inc. that the effective date of the Registration Statement be accelerated so that it will be declared effective at 4:00 p.m., New York City time, on April 17, 2019, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Act, please be advised that we have distributed approximately 1,480 copies of the Preliminary Prospectus dated April 8, 2019 through the date hereof, to underwriters, dealers, institutions and others.

In connection with the Preliminary Prospectus distribution for the above-referenced issue, the prospective underwriters have confirmed that they are complying with the 48-hour requirement in Rule 15c2-8(b) under the Securities Exchange Act of 1934, as amended.

Very truly yours,

MERRILL LYNCH, PIERCE, FENNER & SMITH

INCORPORATED

SVB LEERINK LLC

RBC CAPITAL MARKETS, LLC

As Representatives of the several underwriters

[SIGNATURE PAGES FOLLOW]

MERRILL   LYNCH, PIERCE, FENNER & SMITH

INCORPORATED

By:

/s/   Michael Liloia

Name:   Michael Liloia

Title:   Director

SVB LEERINK LLC

By:

/s/   Stuart R. Nayman

Name:   Stuart R. Nayman

Title:   Managing Director, Senior Legal Counsel

RBC CAPITAL MARKETS,   LLC

By:

/s/   John Reed

Name:   John Reed

Title:   Managing Director

As representatives of the several underwriters.

cc: Ilir Mujalovic, Partner, Shearman & Sterling LLP

[Signature Page to Acceleration Request Letter]

CORRESP
1
filename1.htm

VIA EDGAR

April 12, 2019

United States Securities and Exchange Commission
 Division of Corporation Finance
 Mail Stop 4561
 100 F Street, N.E.
 Washington, D.C. 20549
 Attention:  Ms. Tonya K. Aldave

Re:                             HOOKIPA Pharma Inc.
 Acceleration Request for Registration Statement on Form S-1
 File No. 333-230451

Acceleration Request

Requested Date:        April 17, 2019

Requested Time:       4:00 p.m., Eastern Time

Dear Ms. Aldave:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), HOOKIPA Pharma Inc. (the “Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to April 17, 2019, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time.  In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

Once the Registration Statement is effective, please orally confirm the event with our counsel, Goodwin Procter LLP by calling Robert E. Puopolo at (617) 570-1393.  We also respectfully request that a copy of the written order from the Securities and Exchange Commission verifying the effective time and date of the Registration Statement be sent to our counsel, Goodwin Procter LLP, Attention:  Robert E. Puopolo, by facsimile to (617) 321-4362 or by email at RPuopolo@goodwinlaw.com.

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If you have any questions regarding this request, please contact Robert E. Puopolo of Goodwin Procter LLP at (617) 570-1393.

Sincerely,

HOOKIPA PHARMA INC.

/s/ Jörn Aldag

Jörn Aldag

Chief Executive Officer

HOOKIPA Pharma Inc.

cc:

Reinhard Kandera, HOOKIPA Pharma Inc.

Daniel Courtney, HOOKIPA Pharma Inc.

Kingsley L.   Taft, Esq., Goodwin Procter LLP

Seo Salimi, Esq., Goodwin   Procter LLP

February 11, 2019
Jörn Aldag
Chief Executive Officer
HOOKIPA Pharma Inc.
430 East 29th Street, 14th Floor
New York, NY 10016
Re:HOOKIPA Pharma Inc.
Draft Registration Statement on Form S-1
Submitted December 14, 2018 and
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted on January 17, 2019
File No. 377-02414
Dear Mr. Aldag:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
Prospectus Summary
Our Pipeline, page 3
1.We note your disclosure in the first paragraph on page 4 that "CD8+ T cell levels achieved
in [y]our trial were in the range of, or higher than, the therapeutic levels those published
by third parties, in separately designed and conducted clinical trials, using adoptive T cell
transfer approaches for the same antigen." Please tell us whether you conducted studies of
HB-101 on a head to head basis. If not, please remove this comparison from your
disclosure or tell us why you believe this comparison is appropriate.

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 February 11, 2019 Page 2
 FirstName LastNameJörn Aldag
HOOKIPA Pharma Inc.
February 11, 2019
Page 2
2.Please tell us why you believe it is material to investors to include the "next gen antigen"
compound in your pipeline.  In this regard, we note your disclosure on page 120 about
your next generation product candidates, all of which appear to be at the most preliminary
states of development.
Implications of Being an Emerging Growth Company, page 6
3.Please provide us with copies of all written communications, as defined in Rule 405
under the Securities Act, that you, or anyone authorized to do so on your behalf, present
to potential investors in reliance on Section 5(d) of the Securities Act, whether or not
they retain copies of the communications.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Intellectual property licenses, page 89
4.Please disclose either the percentage of the sublicense fees or a range of sublicense fees
percentages that you are obligated to pay under the license agreement with the University
of Basel.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies and Use of Estimates
Stock-based compensation , page 91
5.Please update your disclosure to clarify whether stock options were granted subsequent to
September 30, 2018.
Business, page 96
6.We note your references to "low-double digit percentage" on pages 89, 90, 126, 127, and
128.  Please revise your disclosure on each of the referenced pages to narrow the royalty
range to no more than ten percentage points (for example between twenty and thirty
percent).
HB-101 Preclinical Results, page 110
7.Please disclose and quantify all adverse events.  In addition, please expand your disclosure
to clarify what you mean when you state on page 111 that "[t]here were no treatment-
related adverse events that resulted in early withdrawal from the trial," as this suggests
that there were other adverse events.

Exclusive Jurisdiction for Certain Actions, page 173
8.We note that your forum selection provision identifies the Court of Chancery of the State
of Delaware as the exclusive forum for certain litigation, including any “derivative
action.”  Please disclose whether this provision applies solely to state law claims.  If it

 FirstName LastNameJörn Aldag
 Comapany NameHOOKIPA Pharma Inc.
 February 11, 2019 Page 3
 FirstName LastName
Jörn Aldag
HOOKIPA Pharma Inc.
February 11, 2019
Page 3
does not apply solely to state law claims, then please note that Section 27 of the Exchange
Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or
liability created by the Exchange Act or the rules and regulations thereunder.  If this
provision is intended to apply solely to state law claims, please also ensure that the
exclusive forum provision in the governing documents states this clearly.
Exhibits
9.We note your references throughout the prospectus to funding agreements with agencies
of the Austrian government. Please file these agreements as exhibits to the registration
statement or tell us why believe they are not required to be filed.
            You may contact Tabatha McCullom at (202) 551-3658 or Angela Connell at (202) 551-
3426 if you have questions regarding comments on the financial statements and related
matters.  Please contact Tonya K. Aldave at (202) 551-3601 or Dietrich King at (202) 551-8071
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Robert Puopolo, Esq.