HOOKIPA Pharma Inc. (HOOK) and Poolbeg Pharma plc have entered into non-binding discussions for an all-share acquisition.

This merger announcement between HOOKIPA and Poolbeg represents a significant strategic move in the biotech sector. The all-share acquisition structure, with Poolbeg shareholders receiving 0.03 HOOKIPA shares per Poolbeg share, would result in a 55% ownership for Poolbeg shareholders and 45% for HOOKIPA shareholders pre-fundraising. The planned private placement would provide important runway through 2026, though it would dilute both parties' ownership percentages to approximately and respectively. The deal's structure includes sophisticated CVR mechanisms for HOOKIPA's existing programs, particularly the Gilead partnerships with potential milestone payments up to . The combined entity would maintain NASDAQ listing, potentially improving liquidity and access to capital markets.

The merger would create a strengthened clinical-stage company with a diversified pipeline focusing on high-value areas. Key assets include the multi-KRAS targeting HB-700 and Phase 2-ready POLB 001, addressing significant unmet needs in cancer treatment. The combined pipeline offers multiple near-term catalysts over 24 months, including HB-700's Phase 1 data (H1 2026), POLB 001's Phase 2a results (H2 2026) and HB-500's Phase 1b completion (H2 2025). The Gilead partnerships add substantial validation and potential upside through milestone payments and royalties. This strategic combination effectively balances early and mid-stage assets while maintaining exposure to multiple therapeutic areas.