Основная статистика
| CIK | 1888012 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to HilleVax, Inc.
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
| August 18, 2025 |
Table 1: Transaction Valuation Calculation of Filing Fee Tables Table 1: Transaction Valuation Transaction Valuation Fee Rate Amount of Filing Fee Fees to be Paid 1 $ 105,094,400. |
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| August 18, 2025 |
MUTUAL NONDISCLOSURE AGREEMENT EX-99.(d)(2) Exhibit (d) (2) MUTUAL NONDISCLOSURE AGREEMENT This Mutual Nondisclosure Agreement (the “Agreement”), dated as of December 2, 2024 is between HilleVax, Inc., a Delaware corporation (“Company”), whose address for notices under this Agreement is 321 Harrison Ave, Suite 500, Boston, MA 02118, and XOMA (US) LLC, a Delaware limited liability company (the “Other Party”), whose address is 22 |
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| August 18, 2025 |
HilleVax, Inc. Consulting Agreement Effective Date: December 23, 2024 EX-99.(e)(15) Exhibit (e)(15) HilleVax, Inc. Consulting Agreement Effective Date: December 23, 2024 This Consulting Agreement (the “Agreement”) is made as of the Effective Date set forth above by and between HilleVax Inc., a Delaware corporation (“Client”) and the consultant named on the signature page hereto (“Consultant”). 1. Engagement of Services. Subject to the terms of this Agreement, Consul |
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| August 18, 2025 |
HilleVax, Inc. Consulting Agreement Effective Date: December 23, 2024 EX-99.(e)(13) Exhibit (e)(13) HilleVax, Inc. Consulting Agreement Effective Date: December 23, 2024 This Consulting Agreement (the “Agreement”) is made as of the Effective Date set forth above by and between HilleVax Inc., a Delaware corporation (“Client”) and the consultant named on the signature page hereto (“Consultant”). 1. Engagement of Services. Subject to the terms of this Agreement, Consul |
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| August 18, 2025 |
SC 14D9 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 18, 2025 |
EX-99.(a)(1)(B) Exhibit (a)(1)(B) Letter of Transmittal To Tender Direct Registered Shares of Common Stock of HILLEVAX, INC. a Delaware corporation at A Price per Share of $1.95, Plus One Non-Transferable Contractual Contingent Value Right (“CVR”) for Each Share, Which Represents the Right to Receive Potential Payments, in Cash, Contingent upon Receipt of Any CVR Proceeds, as Described in the Offe |
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| August 18, 2025 |
AFFIRMATION OF RELEASE OF CLAIMS EX-99.(e)(14) Exhibit (e)(14) December 4, 2024 BY EMAIL Sean McLoughlin 27 Cranberry Lane Delran, NJ 08075 Dear Sean: This letter agreement (“Agreement”) confirms the terms of your separation from HilleVax, Inc. (“HilleVax” or the “Company”).1 Unless you rescind your assent as set forth below, this Agreement shall be effective, final and binding upon the expiration of the applicable Revocation Per |
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| August 18, 2025 |
EX-99.(a)(1)(D) Exhibit (a)(1)(D) Offer to Purchase All Outstanding Shares of Common Stock of HILLEVAX, INC. At A Price per Share of $1.95, Plus One Non-Transferable Contractual Contingent Value Right (“CVR”) for Each Share, Which Represents the Right to Receive Potential Payments, in Cash, Contingent upon Receipt of Any CVR Proceeds, as Described in the CVR Agreement Pursuant to the Offer to Purc |
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| August 18, 2025 |
SC TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 HILLEVAX, INC. (Name of Subject Company (Issuer)) XRA 4 CORP. (Name of Filing Persons (Co-Offeror)) XOMA ROYALTY CORPORATION (Name of Filing Persons (Co-Offeror)) Common Stock, Par Value $0.0001 Per Share (Title |
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| August 18, 2025 |
EX-99.(a)(1)(C) Exhibit (a)(1)(C) Offer to Purchase All Outstanding Shares of Common Stock of HILLEVAX, INC. A Delaware corporation at A Price per Share of $1.95, Plus One Non-Transferable Contractual Contingent Value Right (“CVR”) for Each Share, Which Represents the Right to Receive Potential Payments, in Cash, Contingent upon Receipt of Any CVR Proceeds, as Described in the CVR Agreement Pursua |
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| August 18, 2025 |
AFFIRMATION OF RELEASE OF CLAIMS EX-99.(e)(12) Exhibit (e)(12) Aditya Kohli December 4, 2024 Page 1 of 9 December 4, 2024 BY EMAIL Aditya Kohli 1 Prospect Park West Apartment 7C Brooklyn, NY 11215 Dear Aditya: This letter agreement (“Agreement”) confirms the terms of your separation from HilleVax, Inc. (“HilleVax” or the “Company”).1 Unless you rescind your assent as set forth below, this Agreement shall be effective, final and b |
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| August 18, 2025 |
EX-99.(a)(1)(A) Exhibit (a)(1)(A) Offer to Purchase All Outstanding Shares of Common Stock of HILLEVAX, INC. at A Price per Share of $1.95, Plus One Contingent Value Right (“CVR”), Which Represents the Right to Receive Potential Payments, in Cash, Contingent upon Receipt of Any CVR Proceeds, as Described in the CVR Agreement by XRA 4 CORP. and XOMA ROYALTY CORPORATION THE OFFER AND WITHDRAWAL RIGH |
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| August 6, 2025 |
Non-Employee Director Compensation Program Exhibit 10.1 HilleVax, Inc. Non-Employee Director Compensation Program (Amended and Restated Effective June 23, 2025) Non-employee members of the board of directors (the “Board”) of HilleVax, Inc. (the “Company”) shall receive cash and equity compensation as set forth in this Non-Employee Director Compensation Program (this “Program”). The cash and equity compensation described in this Program sha |
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| August 6, 2025 |
Press Release regarding the Company’s Second Quarter 2025 Financial Results, dated August 6, 2025 EX-99.1 Exhibit 99.1 HilleVax Reports Second Quarter 2025 Financial Results BOSTON, August 6, 2025 – HilleVax, Inc. (Nasdaq: HLVX), a clinical-stage biopharmaceutical company focused on developing and commercializing novel vaccines, today reported financial results for the quarter ended June 30, 2025. Second Quarter Financial Results As of June 30, 2025 and December 31, 2024, the company had cash, |
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| August 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-41365 HILLEVAX, INC. |
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| August 6, 2025 |
SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 HILLEVAX, Inc. (Name of Subject Company) HILLEVAX, Inc. (Name of Person(s) Filing Statement) Common Stock, $0.0001 par value per share (Title of Class of Securities) 43157M 102 (CUSIP Number of Commo |
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| August 6, 2025 |
HilleVax Reports Second Quarter 2025 Financial Results Exhibit 99.1 HilleVax Reports Second Quarter 2025 Financial Results BOSTON, August 6, 2025 – HilleVax, Inc. (Nasdaq: HLVX), a clinical-stage biopharmaceutical company focused on developing and commercializing novel vaccines, today reported financial results for the quarter ended June 30, 2025. Second Quarter Financial Results As of June 30, 2025 and December 31, 2024, the company had cash, cash eq |
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| August 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 06, 2025 HILLEVAX, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41365 85-0545060 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| August 4, 2025 |
SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 HILLEVAX, INC. (Name of Subject Company (Issuer)) XOMA ROYALTY CORPORATION (Name of Filing Persons (Offeror 1)) XRA 4 CORP. (Name of Filing Persons (Offeror 2)) Common Stock, Par Value $0.0001 Per |
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| August 4, 2025 |
Press Release issued by XOMA Royalty Corporation on August 4, 2025. EX-99.1 Exhibit 99.1 HilleVax Enters into a Definitive Agreement to be Acquired by XOMA Royalty for $1.95 in Cash per Share Plus a Contingent Value Right BOSTON, Mass,. and EMERYVILLE, Calif., August 4, 2025 (GLOBE NEWSWIRE) – HilleVax, Inc. (“HilleVax” or “the Company”) (NASDAQ: HLVX) and XOMA Royalty Corporation (“XOMA Royalty”) (NASDAQ: XOMA) announced today they have entered into a definitive |
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| August 4, 2025 |
EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER DATED AS OF AUGUST 4, 2025 AMONG XOMA ROYALTY CORPORATION XRA 4 CORP. AND HILLEVAX, INC. TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 SECTION 1.01 Definitions 2 SECTION 1.02 Interpretation and Rules of Construction 15 ARTICLE II THE OFFER 16 SECTION 2.01 The Offer 16 SECTION 2.02 Company Actions 20 ARTICLE III THE MERGER 21 SECTION 3.01 The Merger |
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| August 4, 2025 |
EX-99.1 Exhibit 99.1 HilleVax Enters into a Definitive Agreement to be Acquired by XOMA Royalty for $1.95 in Cash per Share Plus a Contingent Value Right BOSTON, Mass,. and EMERYVILLE, Calif., August 4, 2025 (GLOBE NEWSWIRE) – HilleVax, Inc. (“HilleVax” or “the Company”) (NASDAQ: HLVX) and XOMA Royalty Corporation (“XOMA Royalty”) (NASDAQ: XOMA) announced today they have entered into a definitive |
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| August 4, 2025 |
SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 HILLEVAX, Inc. (Name of Subject Company) HILLEVAX, Inc. (Name of Person(s) Filing Statement) Common Stock, $0.0001 par value per share (Title of Class of Securities) 43157M 102 (CUSIP Number of Commo |
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| August 4, 2025 |
Sublease Agreement, dated July 31, 2025, by and between HilleVax, Inc. and Stellaromics, Inc. EX-10.1 Exhibit 10.1 SUBLEASE AGREEMENT THIS AGREEMENT, dated as of July 31, 2025 (“Sublease”) is between HILLEVAX, INC., a Delaware corporation, (“Sublandlord”) and STELLAROMICS, INC., a Delaware corporation, having an address at 321 Harrison Avenue, 6th Floor, Boston, MA 02118 (“Subtenant”). W I T N E S S E T H: WHEREAS, by lease dated as of March 14, 2022 (the “Lease”), Sublandlord leased from |
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| August 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date earliest event reported): July 31, 2025 HILLEVAX, INC. (Exact name of registrant as specified in its charter) Delaware 001-41365 85-0545060 (State or other jurisdiction of incorporation) (Commission File Number) |
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| June 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 23, 2025 HILLEVAX, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41365 85-0545060 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| May 8, 2025 |
Exhibit 99.1 HilleVax Reports First Quarter 2025 Financial Results and Highlights Recent Company Progress $159.5 million of cash, cash equivalents and marketable securities as of March 31, 2025 The company is exploring the potential for continued development of its norovirus vaccine candidates in adults as well as business development related activities and other strategic alternatives BOSTON, May |
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| May 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 08, 2025 HILLEVAX, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41365 85-0545060 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| May 8, 2025 |
Non-Employee Director Compensation Program Exhibit 10.1 HilleVax, Inc. Non-Employee Director Compensation Program (Amended and Restated Effective June 6, 2024) Non-employee members of the board of directors (the “Board”) of HilleVax, Inc. (the “Company”) shall receive cash and equity compensation as set forth in this Non-Employee Director Compensation Program (this “Program”). The cash and equity compensation described in this Program shal |
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| May 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-41365 HILLEVAX, INC. |
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| April 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: o Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defin |
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| April 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| March 28, 2025 |
List of Subsidiaries of the Registrant Exhibit 21.1 List of Subsidiaries of HilleVax, Inc. Name Jurisdiction of Incorporation or Organization HilleVax Securities Corporation Massachusetts |
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| March 28, 2025 |
Exhibit 99.1 HilleVax Reports Full Year 2024 Financial Results and Highlights Recent Company Progress $171.4 million of cash, cash equivalents and marketable securities as of December 31, 2024 The company is exploring the potential for continued development of its norovirus vaccine candidates in adults as well as business development related activities and other strategic alternatives BOSTON, Marc |
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| March 28, 2025 |
Insider Trading Compliance Policy and Procedures Exhibit 19.1 Revised Insider Trading Compliance Policy and Procedures Federal and state laws prohibit trading in the securities of a company while in possession of material nonpublic information and in breach of a duty of trust or confidence. These laws also prohibit anyone who is aware of material nonpublic information from providing this information to others who may trade. Violating such laws c |
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| March 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-41365 HILLEVAX, INC. |
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| March 28, 2025 |
Form of Retention Bonus Letter Exhibit 10.15 HilleVax, Inc. [], 2025 [Name] Dear [Name]: Your continued leadership is important to the financial growth and success of HilleVax, Inc. (the “Company”). The Company is currently evaluating various strategic alternatives, including a potential reverse merger transaction (such reverse merger transaction, a “Transaction”). As such, the Company is proactively establishing this retention |
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| March 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2025 HILLEVAX, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41365 85-0545060 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| December 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 04, 2024 HILLEVAX, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41365 85-0545060 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| November 14, 2024 |
HLVX / HilleVax, Inc. / Deep Track Capital, LP Passive Investment SC 13G/A 1 deeptrack-hlvx093024a2.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* HilleVax, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 43157M102 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the a |
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| November 14, 2024 |
HLVX / HilleVax, Inc. / Flynn James E Passive Investment SC 13G/A 1 e664014sc13ga-hillevax.htm SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 3)* HilleVax, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 43157M102 (CUSIP Number) September 30, 202 |
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| November 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-41365 HILLEVAX, INC. |
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| November 7, 2024 |
Exhibit 99.1 HilleVax Reports Third Quarter 2024 Financial Results and Highlights Recent Company Progress $189.3 million of cash, cash equivalents and marketable securities as of September 30, 2024 The company is exploring the potential for continued development of its norovirus vaccine candidates in adults as well as business development related activities and other strategic alternatives BOSTON, |
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| November 7, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 07, 2024 HILLEVAX, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41365 85-0545060 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| October 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 15, 2024 HILLEVAX, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41365 85-0545060 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| August 9, 2024 |
Exhibit 99.1 HilleVax Reports Second Quarter 2024 Financial Results and Highlights Recent Company Progress $245.0 million of cash, cash equivalents and marketable securities as of June 30, 2024 The company is exploring the potential for continued development of its HIL-214 and HIL-216 norovirus vaccine candidates in adults BOSTON, August 8, 2024 – HilleVax, Inc. (Nasdaq: HLVX), a clinical-stage bi |
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| August 9, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 08, 2024 HILLEVAX, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41365 85-0545060 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| August 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-41365 HILLEVAX, INC. |
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| July 31, 2024 |
Costs Associated with Exit or Disposal Activities UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 26, 2024 HILLEVAX, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41365 85-0545060 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| July 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 19, 2024 HILLEVAX, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41365 85-0545060 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| July 22, 2024 |
EX-99.1 2 ex991.htm EXHIBIT 99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, $0.0001 par value per share, of HilleVax, Inc. and further agree to the filing of this agr |
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| July 22, 2024 |
HLVX / HilleVax, Inc. / TANG CAPITAL PARTNERS LP Passive Investment Securities and Exchange Commission Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| July 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 8, 2024 HilleVax, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41365 85-0545060 (State or other jurisdiction of incorporation) (Commission File Number |
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| June 10, 2024 |
Certificate of Amendment of Amended and Restated Certificate of Incorporation, dated June 7, 2024 Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HILLEVAX, INC. HilleVax, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows: 1. The name of the Corporation is HilleVax, Inc. The Corporation was incorporated under the name MokshaCo, Inc. by |
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| June 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 06, 2024 HILLEVAX, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41365 85-0545060 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| May 31, 2024 |
HLVX / HilleVax, Inc. / Frazier Life Sciences Public Fund, L.P. - SC 13D/A Activist Investment SC 13D/A 1 d798804dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4)* HilleVax, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 43157M 102 (CUSIP Number) Steve R. Bailey 601 Union Street, Suite 3200 Seattle, WA 98101 Telephone: (206) 621-7200 (Name, Address and Telep |
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| May 31, 2024 |
EX-99.A 2 d798804dex99a.htm EX-99.A EXHIBIT A AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need to be filed with respect to the ownership by each of the undersigned of shares of Common Stock of HilleVax, Inc. Date: May 31, 2024 FRAZIER LIFE SCIENCES PUBLIC F |
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| May 9, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 09, 2024 HILLEVAX, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41365 85-0545060 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| May 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-41365 HILLEVAX, INC. |
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| May 9, 2024 |
Exhibit 99.1 HilleVax Reports First Quarter 2024 Financial Results and Highlights Recent Company Progress Topline data from NEST-IN1 Phase 2B clinical study of HIL-214 in infants expected in mid-2024 $272.7 million of cash, cash equivalents and marketable securities as of March 31, 2024 BOSTON, May 9, 2024 – HilleVax, Inc. (Nasdaq: HLVX), a clinical-stage biopharmaceutical company focused on devel |
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| May 7, 2024 |
HilleVax, Inc. 321 Harrison Avenue Boston, MA 02118 HilleVax, Inc. 321 Harrison Avenue Boston, MA 02118 May 7, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: HilleVax, Inc. Registration Statement on Form S-3 File No. 333-278110 To the addressees set forth above: Pursuant to Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1 |
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| April 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| April 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: Preliminary Proxy Statement ¨Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Defin |
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| April 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: xPreliminary Proxy Statement ¨Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨Defin |
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| March 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-41365 HILLEVAX, INC. |
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| March 20, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2024 HILLEVAX, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41365 85-0545060 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| March 20, 2024 |
Exhibit 4.5 HILLEVAX, INC. INDENTURE Dated as of , 20 [] Trustee TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions 1 Section 1.2. Other Definitions 4 Section 1.3. Incorporation by Reference of Trust Indenture Act 4 Section 1.4. Rules of Construction 5 ARTICLE II. THE SECURITIES 5 Section 2.1. Issuable in Series 5 Section 2.2. Establishment of T |
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| March 20, 2024 |
Exhibit 99.1 HilleVax Reports Full Year 2023 Financial Results and Highlights Recent Company Progress Topline data from NEST-IN1 Phase 2B clinical study of HIL-214 in infants expected in mid-2024 Enrollment for NEST-IN1 study completed in Q2 2023 $303.5 million of cash, cash equivalents and marketable securities as of December 31, 2023 BOSTON, March 20, 2024 – HilleVax, Inc. (Nasdaq: HLVX), a clin |
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| March 20, 2024 |
Policy Relating to Recovery of Erroneously Awarded Compensation Exhibit 97 HILLEVAX, INC. POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION HilleVax, Inc. (the “Company”) has adopted this Policy for Recovery of Erroneously Awarded Compensation (the “Policy”), effective as of November 9, 2023 (the “Effective Date”). Capitalized terms used in this Policy but not otherwise defined herein are defined in Section 11. 1. Persons Subject to Policy This Policy sh |
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| March 20, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) HilleVax, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate(4) Amount of Registration Fee(4 |
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| March 20, 2024 |
List of Subsidiaries of the Registrant Exhibit 21.1 List of Subsidiaries of HilleVax, Inc. Name Jurisdiction of Incorporation or Organization HilleVax Securities Corporation Massachusetts |
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| March 20, 2024 |
As filed with the Securities and Exchange Commission on March 20, 2024 Table of Contents As filed with the Securities and Exchange Commission on March 20, 2024 Registration No. |
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| March 20, 2024 |
Exhibit 10.7 HilleVax, Inc. February 19, 2024 Aditya Kohli, Ph.D. Re: Third Amended and Restated Employment Offer Letter Dear Dr. Kohli: HilleVax, Inc. (the “Company”) is pleased to continue to offer you a position on the terms set forth in this third amended and restated offer letter (this “Agreement”). This Agreement is entered into effective February 19, 2024 and amends and restates in its enti |
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| March 20, 2024 |
Employment Letter Agreement, dated as of January 16, 2024, by and between Sean McLoughlin Exhibit 10.11 HilleVax, Inc. January 16, 2024 Sean McLoughlin Re: Employment Offer Letter Dear Sean: HilleVax, Inc. (the “Company”) is pleased to offer you a position on the terms set forth in this letter (this “Agreement”), effective as of January 16, 2024. • Duties. You shall serve and shall perform such duties as are customarily associated with the position of Chief Operating Officer, and such |
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| February 14, 2024 |
HLVX / HilleVax, Inc. / Deep Track Capital, LP Passive Investment SC 13G/A 1 deeptrack-hlvx123123a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* HilleVax, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 43157M102 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the ap |
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| February 14, 2024 |
Exhibit 1: Joint filing agreement EX-99.1 2 tm245429d12ex1.htm EXHIBIT 1 EXHIBIT 1 AGREEMENT This Joint Filing Agreement, dated as of February 14, 2024, is by and among RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (the foregoing are collectively referred to herein as the “Filers”). Each of the Filers may be required to file with the United States Securities and Exchange Commissio |
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| February 14, 2024 |
HLVX / HilleVax, Inc. / Lightspeed Venture Partners Select IV, L.P. - SC 13G/A Passive Investment SC 13G/A 1 tm245429d40sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* HilleVax, Inc. (Name of Issuer) Common stock, $0.0001 par value per share (Title of Class of Securities) 43157M102 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check th |
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| February 14, 2024 |
HLVX / HilleVax, Inc. / RA CAPITAL MANAGEMENT, L.P. - SC 13G/A Passive Investment SC 13G/A 1 tm245429d12sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* HILLEVAX, INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 43157M 102 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check t |
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| February 12, 2024 |
HLVX / HilleVax, Inc. / Flynn James E Passive Investment SC 13G/A 1 e619245sc13ga-hillevax.htm SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 2)* HilleVax, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 43157M102 (CUSIP Number) December 31, 2023 |
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| February 12, 2024 |
EX-24 2 d714950dex24.htm EX-24 Exhibit 24 POWER OF ATTORNEY The undersigned understands that, from time to time, the Carlyle Companies (defined below) are required to prepare, execute, and file certain federal and state securities laws filings. Know all by these presents, that the undersigned hereby constitutes and appoints each of Jeffrey Ferguson, Jeremy Anderson, Chintan Bhatt, Anne Frederick, |
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| February 12, 2024 |
HLVX / HilleVax, Inc. / Carlyle Group Inc. - SC 13G/A Passive Investment SC 13G/A 1 d714950dsc13ga.htm SC 13G/A Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* HilleVax, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share |
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| January 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 16, 2024 HILLEVAX, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41365 85-0545060 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| January 8, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 8, 2024 HilleVax, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41365 85-0545060 (State or other jurisdiction of incorporation) (Commission File Num |
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| January 8, 2024 |
Corporate presentation January 2024 Exhibit 99.1 We caution you that this presentation contains forward-looking statements of HilleVax, Inc. (“HilleVax,” “we,” “us” or similar terms). All statements other than statements of historical facts contained in this presentation, including statements regarding our future results of operations and financial position, business strategy, research and develop |
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| December 8, 2023 |
Amended and Restated Bylaws of HilleVax, Inc. Exhibit 3.1 Amended and Restated Bylaws of HilleVax, Inc. (a Delaware corporation) as of December 8, 2023 | Table of Contents Page ARTICLE I - Corporate Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 ARTICLE II - Meetings of Stockholders 1 2.1 Place of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Notice of Business to be Brought Before a Meeting 1 2.5 Notice of Nominations for |
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| December 8, 2023 |
Amended and Restated Bylaws (marked version) Exhibit 3.2 Amended and Restated Bylaws of HilleVax, Inc. (a Delaware corporation) as of December 8, 2023 | Table of Contents Page ArticleARTICLE I - Corporate Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 ArticleARTICLE II - Meetings of Stockholders 1 2.1 Place of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Notice of Business to be Brought beforeBefore a Meeting. 21 2.5 Noti |
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| December 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 08, 2023 HILLEVAX, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41365 85-0545060 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| November 9, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 09, 2023 HILLEVAX, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41365 85-0545060 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| November 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-41365 HILLEVAX, INC. |
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| November 9, 2023 |
Exhibit 10.1 SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of November 9, 2023, is entered into by and among HILLEVAX, INC., a Delaware corporation (“HilleVax” or the “Borrower”), the several banks and other financial institutions or entities from time to time parties to the Loan Agreement (each, a “Lender” and col |
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| November 9, 2023 |
HilleVax Reports Third Quarter 2023 Financial Results and Highlights Recent Company Progress Exhibit 99.1 HilleVax Reports Third Quarter 2023 Financial Results and Highlights Recent Company Progress BOSTON, November 9, 2023 – HilleVax, Inc. (Nasdaq: HLVX), a clinical-stage biopharmaceutical company focused on developing and commercializing novel vaccines, today reported financial results for the quarter ended September 30, 2023, highlighted recent progress and outlined key upcoming milest |
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| September 29, 2023 |
HLVX / HilleVax Inc / Deep Track Capital, LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| September 27, 2023 |
HLVX / HilleVax Inc / Frazier Life Sciences Public Fund, L.P. - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3)* HilleVax, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 43157M 102 (CUSIP Number) Steve R. Bailey 601 Union Street, Suite 3200 Seattle, WA 98101 Telephone: (206) 621-7200 (Name, Address and Telephone Number of Person Authoriz |
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| September 20, 2023 |
HilleVax Announces Proposed Public Offering of Common Stock Exhibit 99.1 HilleVax Announces Proposed Public Offering of Common Stock BOSTON, September 19, 2023 – HilleVax, Inc. (Nasdaq: HLVX), a clinical-stage biopharmaceutical company focused on developing and commercializing novel vaccines, today announced that it intends to offer and sell, subject to market and other conditions, $100.0 million of shares of its common stock in an underwritten public offe |
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| September 20, 2023 |
Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-271892 Prospectus supplement (To prospectus dated May 19, 2023) 8,000,000 shares Common stock We are offering 8,000,000 shares of our common stock. Our common stock is listed on the Nasdaq Global Select Market under the symbol “HLVX.” On September 19, 2023, the last reported sale price for our common stock on the Nasdaq Global |
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| September 20, 2023 |
HilleVax Announces Pricing of Public Offering of Common Stock Exhibit 99.2 HilleVax Announces Pricing of Public Offering of Common Stock BOSTON, September 19, 2023 – HilleVax, Inc. (Nasdaq: HLVX), a clinical-stage biopharmaceutical company focused on developing and commercializing novel vaccines, today announced the pricing of its public offering of 8,000,000 shares of its common stock at an initial price to the public of $12.50 per share. All of the shares |
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| September 20, 2023 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 19, 2023 HilleVax, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41365 85-0545060 (State or other jurisdiction of incorporation or organization) ( |
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| September 20, 2023 |
Exhibit 1.1 HILLEVAX, INC. 8,000,000 Shares of Common Stock Underwriting Agreement September 19, 2023 J.P. Morgan Securities LLC Leerink Partners LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Leerink Partners LLC 255 California Street, 12th Floor San Francisco, California 94111 Ladies an |
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| September 19, 2023 |
Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-271892 The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. A registration statement relating to the securities has been declared effective by the Securities and Exchange Commission. This preliminary prospectus supplement and the accompanying prospectus a |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-41365 HILLEVAX, INC. |
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| August 14, 2023 |
Non-Employee Director Compensation Program Exhibit 10.3 HilleVax, Inc. Non-Employee Director Compensation Program (Amended and Restated Effective June 6, 2023) Non-employee members of the board of directors (the “Board”) of HilleVax, Inc. (the “Company”) shall receive cash and equity compensation as set forth in this Non-Employee Director Compensation Program (this “Program”). The cash and equity compensation described in this Program shal |
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| August 14, 2023 |
Exhibit 10.2 FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of June 16, 2023, is entered into by and among HILLEVAX, INC., a Delaware corporation (“HilleVax” or the “Borrower”), the several banks and other financial institutions or entities from time to time parties to the Loan Agreement (each, a “Lender” and collecti |
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| August 14, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2023 HILLEVAX, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41365 85-0545060 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| August 14, 2023 |
HilleVax Reports Second Quarter 2023 Financial Results and Highlights Recent Company Progress Exhibit 99.1 HilleVax Reports Second Quarter 2023 Financial Results and Highlights Recent Company Progress BOSTON, August 14, 2023 – HilleVax, Inc. (Nasdaq: HLVX), a clinical-stage biopharmaceutical company focused on developing and commercializing novel vaccines, today reported financial results for the quarter ended June 30, 2023, highlighted recent progress and outlined key upcoming milestones |
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| June 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2023 HILLEVAX, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41365 85-0545060 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| June 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 07, 2023 HILLEVAX, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41365 85-0545060 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| May 17, 2023 |
HilleVax, Inc. 75 State Street, Suite 100 – #9995 Boston, MA 02109 CORRESP HilleVax, Inc. 75 State Street, Suite 100 – #9995 Boston, MA 02109 May 17, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: HilleVax, Inc. Registration Statement on Form S-3 File No. 333-271892 To the addressees set forth above: Pursuant to Rule 461 of Regulation C of the General Rules and Regulations under |
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| May 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2023 HILLEVAX, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41365 85-0545060 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| May 12, 2023 |
HilleVax Reports First Quarter 2023 Financial Results and Highlights Recent Company Progress Exhibit 99.1 HilleVax Reports First Quarter 2023 Financial Results and Highlights Recent Company Progress BOSTON, May 12, 2023 – HilleVax, Inc. (Nasdaq: HLVX), a clinical-stage biopharmaceutical company focused on developing and commercializing novel vaccines, today reported financial results for the quarter ended March 31, 2023, highlighted recent progress and outlined key upcoming milestones for |
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| May 12, 2023 |
As filed with the Securities and Exchange Commission on May 12, 2023 Table of Contents As filed with the Securities and Exchange Commission on May 12, 2023 Registration No. |
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| May 12, 2023 |
Exhibit 1.2 HILLEVAX, INC. Common Stock ($0.0001 par value per share) AT-THE-MARKET EQUITY OFFERING SALES AGREEMENT May 12, 2023 STIFEL, NICOLAUS & COMPANY, INCORPORATED 787 7th Avenue, 11th Floor New York, NY 10019 Ladies and Gentlemen: HilleVax, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time to or thr |
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| May 12, 2023 |
EX-4.5 Exhibit 4.5 HILLEVAX, INC. INDENTURE Dated as of , 20 [] Trustee TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions 1 Section 1.2. Other Definitions 4 Section 1.3. Incorporation by Reference of Trust Indenture Act 4 Section 1.4. Rules of Construction 5 ARTICLE II. THE SECURITIES 5 Section 2.1. Issuable in Series 5 Section 2.2. Establishme |
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| May 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-41365 HILLEVAX, INC. |
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| May 12, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) HilleVax, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate(4) Amount of Registration Fee(4) Ca |
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| May 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| May 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 8, 2023 HilleVax, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41365 85-0545060 (State or other jurisdiction of incorporation) (Commission File Number) |
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| May 5, 2023 |
HLVX / HilleVax Inc / Frazier Life Sciences Public Fund, L.P. - SC 13D/A Activist Investment SC 13D/A 1 d398873dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* HilleVax, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 43157M 102 (CUSIP Number) Steve R. Bailey 601 Union Street, Suite 3200 Seattle, WA 98101 Telephone: (206) 621-7200 (Name, Address and Telep |
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| April 28, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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| April 28, 2023 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| April 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2023 HILLEVAX, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41365 85-0545060 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| April 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 17, 2023 HilleVax, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41365 85-0545060 (State or other jurisdiction of incorporation) (Commission File Numb |
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| March 17, 2023 |
Exhibit 10.10 6 January 2023 Amended and Restated EMPLOYMENT AGREEMENT between HilleVax GmbH c/o Lenz & Staehelin Aktiengesellschaft Brandschenkstrasse 24 8027 Zurich (the “Company”) and Astrid Borkowski (the “Employee”) 1. Position and Responsibilities The Employee is employed as Chief Medical Officer of the Company. The Company has the right to assign other duties and responsibilities to the Emp |
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| March 17, 2023 |
List of Subsidiaries of the Registrant Exhibit 21.1 List of Subsidiaries of HilleVax, Inc. Name Jurisdiction of Incorporation or Organization HilleVax Securities Corporation Massachusetts |
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| March 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-41365 HILLEVAX, INC. |
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| March 17, 2023 |
HilleVax Reports Full Year 2022 Financial Results and Highlights Recent Company Progress Exhibit 99.1 HilleVax Reports Full Year 2022 Financial Results and Highlights Recent Company Progress BOSTON, March 17, 2023 – HilleVax, Inc. (Nasdaq: HLVX), a clinical-stage biopharmaceutical company focused on developing and commercializing novel vaccines, today reported financial results for the year ended December 31, 2022, highlighted recent program progress, and outlined key upcoming milesto |
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| March 17, 2023 |
Description of Registered Securities Exhibit 4.4 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2022, HilleVax, Inc. (“we,” “us” and “our”) had one class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): our common stock. Description of Common Stock General The following descri |
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| March 17, 2023 |
Exhibit 10.9 HILLEVAX, INC. January 6, 2023 Shane Maltbie Re: Amended and Restated Employment Offer Letter Dear Shane: HilleVax, Inc. (the “Company”) is pleased to continue to offer you a position on the terms set forth in this amended and restated offer letter (this “Agreement”). This Agreement is entered into effective January 6, 2023 and amends and restates in its entirety the offer letter betw |
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| March 17, 2023 |
Exhibit 10.7 HilleVax, Inc. January 6, 2023 Aditya Kohli, Ph.D. Re: Second Amended and Restated Employment Offer Letter Dear Dr. Kohli: HilleVax, Inc. (the “Company”) is pleased to continue to offer you a position on the terms set forth in this second amended and restated offer letter (this “Agreement”). This Agreement is entered into effective January 6, 2023 and amends and restates in its entire |
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| March 17, 2023 |
Exhibit 10.6 HilleVax, Inc. January 6, 2023 Robert Hershberg Re: Amended and Restated Employment Offer Letter Dear Mr. Hershberg: HilleVax, Inc. (the “Company”) is pleased to continue to offer you a position on the terms set forth in this amended and restated offer letter (this “Agreement”). This Agreement is entered into effective January 6, 2023 and amends and restates in its entirety the offer |
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| March 17, 2023 |
Exhibit 10.8 HilleVax, Inc. January 6, 2023 David Socks Re: Second Amended and Restated Employment Offer Letter Dear Mr. Socks: HilleVax, Inc. (the “Company”) is pleased to continue to offer you a position on the terms set forth in this second amended and restated offer letter (this “Agreement”). This Agreement is entered into effective January 6, 2023 and amends and restates in its entirety the a |
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| March 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2023 HILLEVAX, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41365 85-0545060 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| February 14, 2023 |
HLVX / HilleVax Inc / RA CAPITAL MANAGEMENT, L.P. - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* HILLEVAX, INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 43157M 102 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu |
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| February 10, 2023 |
EX-99 3 d455330dex99.htm EX-99 Exhibit 99 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13G. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the i |
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| February 10, 2023 |
HLVX / HilleVax Inc / Carlyle Group Inc. - SC 13G/A Passive Investment SC 13G/A 1 d455330dsc13ga.htm SC 13G/A Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* HilleVax, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share |
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| February 10, 2023 |
HLVX / HilleVax Inc / Flynn James E Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. |
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| February 10, 2023 |
EX-24 2 d455330dex24.htm EX-24 Exhibit 24 POWER OF ATTORNEY The undersigned understands that, from time to time, the Carlyle Companies (defined below) are required to prepare, execute, and file certain federal and state securities laws filings. Know all by these presents, that the undersigned hereby constitutes and appoints each of Jeffrey Ferguson, Jeremy Anderson, Chintan Bhatt, Anne Frederick, |
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| January 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 6, 2023 HilleVax, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41365 85-0545060 (State or other jurisdiction of incorporation) (Commission File Num |
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| January 9, 2023 |
EX-99.1 2 d441047dex991.htm EX-99.1 Corporate presentation January 2023 Exhibit 99.1 We caution you that this presentation contains forward-looking statements of HilleVax, Inc. (“HilleVax,” “we,” “us” or similar terms). All statements other than statements of historical facts contained in this presentation, including statements regarding our future results of operations and financial position, bus |
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| November 10, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 10, 2022 HilleVax, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41365 85-0545060 (State or other jurisdiction of incorporation) (Commission File N |
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| November 10, 2022 |
HilleVax Reports Third Quarter 2022 Financial Results and Highlights Recent Company Progress Exhibit 99.1 HilleVax Reports Third Quarter 2022 Financial Results and Highlights Recent Company Progress BOSTON, November 10, 2022 ? HilleVax, Inc. (Nasdaq: HLVX), a clinical-stage biopharmaceutical company focused on developing and commercializing novel vaccines, today reported financial results for the quarter ended September 30, 2022, highlighted recent program progress, and outlined key upcom |
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| November 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41365 HILLEVAX, INC. |
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| September 8, 2022 |
HLVX / HilleVax Inc / Frazier Life Sciences Public Fund, L.P. - SC 13D/A Activist Investment SC 13D/A 1 d362896dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* HilleVax, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 43157M 102 (CUSIP Number) Steve R. Bailey 601 Union Street, Suite 3200 Seattle, WA 98101 Telephone: (206) 621-7200 (Name, Address and Telep |
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| August 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 31, 2022 HilleVax, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41365 85-0545060 (State or other jurisdiction of incorporation) (Commission File Num |
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| August 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41365 HILLEVAX, INC. |
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| August 10, 2022 |
HilleVax Reports Second Quarter 2022 Financial Results and Highlights Recent Company Progress Exhibit 99.1 HilleVax Reports Second Quarter 2022 Financial Results and Highlights Recent Company Progress BOSTON, August 10, 2022 ? HilleVax, Inc. (Nasdaq: HLVX), a clinical-stage biopharmaceutical company focused on developing and commercializing novel vaccines, today reported financial results for the quarter ended June 30, 2022, highlighted recent program progress, and outlined key upcoming mi |
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| August 10, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 10, 2022 HilleVax, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41365 85-0545060 (State or other jurisdiction of incorporation) (Commission File Num |
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| June 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41365 HILLEVAX, INC. |
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| June 8, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 8, 2022 HilleVax, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41365 85-0545060 (State or other jurisdiction of incorporation) (Commission File Number |
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| June 8, 2022 |
Exhibit 99.1 HilleVax Reports First Quarter 2022 Financial Results and Highlights Recent Company Progress Initiated Phase 2b Clinical Trial of HIL-214 Vaccine Candidate for the Prevention of Norovirus-Related Acute Gastroenteritis in Infants (NOR-212) Completed Upsized Initial Public Offering Raising $230 Million in Gross Proceeds BOSTON, June 8, 2022 ? HilleVax, Inc. (Nasdaq: HLVX), a clinical-st |
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| May 13, 2022 |
HLVX / HilleVax Inc / Abingworth LLP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* HILLEVAX, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 43157M102 (CUSIP Number) May 3, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
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| May 13, 2022 |
HLVX / HilleVax Inc / Lightspeed Venture Partners Select IV, L.P. - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* HilleVax, Inc. (Name of Issuer) Common stock, $0.0001 par value per share (Title of Class of Securities) 43157M102 (CUSIP Number) May 3, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
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| May 9, 2022 |
Exhibit 1 Identification of the subsidiary which acquired the security being reported on by the parent holding company. |
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| May 9, 2022 |
HLVX / HilleVax Inc / TAKEDA PHARMACEUTICAL CO LTD - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.)* HilleVax, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 43157M102 (CUSIP Number) Takeda Pharmaceutical Company Limited 1-1, Nihonbashi-Honcho 2-Chome Chuo-Ku , Tokyo, M0 103-8668, Japan Attn: Yoshihiro Nakag |
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| May 9, 2022 |
Exhibit 2 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock of HilleVax, Inc. |
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| May 9, 2022 |
Exhibit 4 HILLEVAX, INC. STOCK ISSUANCE AGREEMENT THIS STOCK ISSUANCE AGREEMENT (?Agreement?) is made as of July 2, 2021 by and between HILLEVAX, INC., a Delaware corporation (the ?Company?), and TAKEDA VACCINES, INC. (the ?Recipient?) in connection with that certain License Agreement, dated as of July 2, 2021 by and between Recipient and the Company (the ?License Agreement?) together with that ce |
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| May 6, 2022 |
EXHIBIT A AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need to be filed with respect to the ownership by each of the undersigned of shares of Common Stock of HilleVax, Inc. |
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| May 6, 2022 |
HLVX / HilleVax Inc / Frazier Life Sciences Public Fund, L.P. - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* HilleVax, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 43157M 102 (CUSIP Number) Steve R. Bailey Frazier Healthcare Partners 601 Union Street, Suite 3200 Seattle, WA 98101 Telephone: (206) 621-7200 (Name, Address and Telephone Number |
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| May 3, 2022 |
Amended and Restated Bylaws of HilleVax, Inc. Exhibit 3.2 Amended and Restated Bylaws of HilleVax, Inc. (a Delaware corporation) Table of Contents Page Article I?Corporate Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 Article II?Meetings of Stockholders 1 2.1 Place of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Notice of Business to be Brought before a Meeting 2 2.5 Notice of Nominations for Election to the Board 5 2.6 N |
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| May 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 3, 2022 HILLEVAX, INC. (Exact name of registrant as specified in its charter) Delaware 001-41365 85-0545060 (State or other jurisdiction of incorporation or organization) (Commiss |
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| May 3, 2022 |
HLVX / HilleVax Inc / Flynn James E Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. |
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| May 3, 2022 |
Amended and Restated Certificate of Incorporation of HilleVax, Inc. Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HILLEVAX, INC. HilleVax, Inc. (the ?Corporation?), a corporation organized and existing under the General Corporation Law of the State of Delaware (the ?DGCL?), does hereby certify as follows: 1. The name of the Corporation is HilleVax, Inc. The Corporation was incorporated under the name MokshaCo, Inc. by the filing of its original |
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| April 29, 2022 |
As filed with the Securities and Exchange Commission on April 29, 2022 As filed with the Securities and Exchange Commission on April 29, 2022 Registration No. |
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| April 29, 2022 |
Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-264159 11,765,000 shares Common stock This is the initial public offering of shares of common stock by HilleVax, Inc. We are selling 11,765,000 shares of our common stock. The initial public offering price is $17.00 per share. Prior to this offering, there has been no public market for our common stock. Our common stock has be |
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| April 29, 2022 |
Calculation of Filing Fee Table Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) HilleVax, Inc. (Exact name of registrant as specified in its charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered (1) Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, $0. |
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| April 28, 2022 |
As filed with the Securities and Exchange Commission on April 28, 2022 As filed with the Securities and Exchange Commission on April 28, 2022 Registration No. |
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| April 28, 2022 |
EX-FILING FEES 3 d352013dexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) HilleVax, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate |
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| April 26, 2022 |
HilleVax, Inc. 75 State Street, Suite 100—#9995 Boston, MA 02109 HilleVax, Inc. 75 State Street, Suite 100?#9995 Boston, MA 02109 April 26, 2022 VIA EDGAR Ms. Jane Park Office of Life Sciences Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Re: HilleVax, Inc. Registration Statement on Form S-1 File No. 333-264159 Dear Ms. Park: Pursuant to Rule 461 of Regulation C of the General Rules and Regulati |
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| April 26, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 HILLEVAX, INC. (Exact name of registrant as specified in its charter) Delaware 85-0545060 (State of incorporation or organization) (I.R.S. Employer Identification No.) 75 State Street, Suite 100 - |
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| April 26, 2022 |
[Signature Page to Underwriters’ Acceleration Request] J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 SVB Securities LLC 255 California Street, 12th Floor San Francisco, California 94111 April 26, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attn: Jane Park Re: HilleVax, Inc. Registration Statement on Form S-1 (File No. 3 |
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| April 25, 2022 |
As filed with the Securities and Exchange Commission on April 25, 2022 Table of Contents As filed with the Securities and Exchange Commission on April 25, 2022 Registration No. |
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| April 25, 2022 |
EX-FILING FEES 8 d211741dexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) HilleVax, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate |
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| April 25, 2022 |
HilleVax, Inc. 2022 Employee Stock Purchase Plan EX-10.3 5 d211741dex103.htm EX-10.3 Exhibit 10.3 HILLEVAX, INC. 2022 EMPLOYEE STOCK PURCHASE PLAN ARTICLE I. PURPOSE The purpose of this Plan is to assist Eligible Employees of the Company and its Designated Subsidiaries in acquiring a stock ownership interest in the Company. The Plan consists of two components: (i) the Section 423 Component and (ii) the Non-Section 423 Component. The Section 423 |
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| April 25, 2022 |
EX-10.2 4 d211741dex102.htm EX-10.2 Exhibit 10.2 HILLEVAX, INC. 2022 INCENTIVE AWARD PLAN ARTICLE I. PURPOSE The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities. Capita |
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| April 25, 2022 |
Non-Employee Director Compensation Program Exhibit 10.4 HILLEVAX, INC. NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM Non-employee members of the board of directors (the ?Board?) of HilleVax, Inc. (the ?Company?) shall receive cash and equity compensation as set forth in this Non-Employee Director Compensation Program (this ?Program?). The cash and equity compensation described in this Program shall be paid or be made, as applicable, automatic |
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| April 25, 2022 |
Certificate of Incorporation, as amended (currently in effect) EX-3.1 2 d211741dex31.htm EX-3.1 Exhibit 3.1 CERTIFICATE OF INCORPORATION OF MOKSHACO, INC. The undersigned, a natural person (the “Sole Incorporator”), for the purpose of organizing a corporation to conduct the business and promote the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware hereby certifies that: I. The name of this c |
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| April 18, 2022 |
As filed with the Securities and Exchange Commission on April 18, 2022 Table of Contents As filed with the Securities and Exchange Commission on April 18, 2022 Registration No. |
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| April 18, 2022 |
Exhibit 10.12 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT is made and dated as of April 18, 2022 and is entered into by and among HILLEVAX, INC., a Delaware corporation (?HilleVax?), each other Person from time to time party hereto that has delivered a Joinder Agreement pursuant to Section 7.13 from time to time party hereto as a co-borrower (together with HilleVax, individually o |
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| April 18, 2022 |
Exhibit 1.1 HILLEVAX, INC. [?] Shares of Common Stock Underwriting Agreement , 2022 J.P. Morgan Securities LLC SVB Securities LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o SVB Securities LLC 255 California Street, 12th Floor San Francisco, CA 94111 Ladies and Gentlemen: HilleVax, Inc., a |
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| April 15, 2022 |
12670 High Bluff Drive San Diego, California 92130 Tel: +1.858.523.5400 Fax: +1.858.523.5450 www.lw.com FIRM /AFFILIATE OFFICES Beijing Moscow Boston Munich Brussels New York Century City Orange County Chicago Paris Dubai Riyadh FOIA CONFIDENTIAL TREATMENT REQUEST D?sseldorf Rome Frankfurt San Diego The entity requesting confidential treatment is: Hamburg San Francisco Hong Kong Seoul HilleVax, In |
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| April 6, 2022 |
EX-FILING FEES 19 d211741dexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) HilleVax, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate O |
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| April 6, 2022 |
Employment Letter Agreement, dated May 1, 2021, by and between Astrid Borkowski and the Registrant Exhibit 10.8 1 May 2021 EMPLOYMENT AGREEMENT between HilleVax GmbH in Formation c/o Lenz & Staehelin Aktiengesellschaft Brandschenkstrasse 24 8027 Zurich (the ?Company?) and Astrid Borkowski (the ?Employee?) 1. Position and Responsibilities The Employee is employed as Chief Medical Officer of the Company. The Company has the right to assign other duties and responsibilities to the Employee which a |
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| April 6, 2022 |
EX-2.1 2 d211741dex21.htm EX-2.1 Exhibit 2.1 AGREEMENT OF MERGER AGREEMENT OF MERGER, dated as of February 8, 2021 (this “Agreement”), among HilleVax, Inc., a Delaware corporation (“HilleVax”), YamadaCo III, Inc., a Delaware corporation (“YamadaCo”) and North Bridge V, Inc., a Delaware corporation (“North Bridge”). WITNESSETH: WHEREAS, HilleVax is a corporation organized and existing under the law |
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| April 6, 2022 |
Exhibit 3.2 BYLAWS OF MOKSHACO, INC. (A DELAWARE CORPORATION) ARTICLE I OFFICES Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be 251 Little Falls Drive City of Wilmington, County of New Castle, 19808 or in such other location as the board of directors of the corporation (?Board of Directors?) may from time to time determine or the business of |
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| April 6, 2022 |
Form of Amended and Restated Certificate of Incorporation Exhibit 3.3 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HILLEVAX, INC. HilleVax, Inc. (the ?Corporation?), a corporation organized and existing under the General Corporation Law of the State of Delaware (the ?DGCL?), does hereby certify as follows: 1. The name of the Corporation is HilleVax, Inc. The Corporation was incorporated under the name MokshaCo, Inc. by the filing of its original |
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| April 6, 2022 |
EX-10.1 10 d211741dex101.htm EX-10.1 Exhibit 10.1 HILLEVAX, INC. 2021 EQUITY INCENTIVE PLAN 1. Purpose. The purpose of the Plan is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing such persons with equity ownership opportunities and |
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| April 6, 2022 |
Exhibit 10.11 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE HILLEVAX, INC. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO HILLEVAX, INC. IF PUBLICLY DISCLOSED. Dated December 17, 2021 TAKEDA VACCINES, INC. and HILLEVAX, INC. TRANSITIONAL SERVICES AGREEMENT This Transitional Services Agreeme |
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| April 6, 2022 |
Power of Attorney (included on signature page) Table of Contents As filed with the Securities and Exchange Commission on April 6, 2022 Registration No. |
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| April 6, 2022 |
12670 High Bluff Drive San Diego, California 92130 Tel: +1.858.523.5400 Fax: +1.858.523.5450 www.lw.com FIRM / AFFILIATE OFFICES Austin Moscow Beijing Munich Boston New York Brussels Orange County Century City Paris April 6, 2022 Chicago Riyadh Dubai San Diego VIA EDGAR D?sseldorf San Francisco Frankfurt Seoul Hamburg Shanghai Hong Kong Silicon Valley Ms. Jane Park Houston Singapore Office of Life |
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| April 6, 2022 |
Warrant to purchase shares of common stock issued to Takeda Vaccines, Inc., dated July 2, 2021 Exhibit 4.2 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?). THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE SALE OF THE SECURITIES WHICH ARE TH |
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| April 6, 2022 |
Exhibit 4.3 HILLEVAX, INC. NOTE PURCHASE AGREEMENT August 31, 2021 TABLE OF CONTENTS Page 1. Definitions 1 2. Terms of the Convertible Notes 7 2.1 Issuance of Convertible Notes 7 2.2 Right to Convert Notes 7 3. Closing Mechanics 9 3.1 Closing 9 3.2 Conditions of Lenders? Obligations at Closing 10 3.3 Conditions of the Company?s Obligations at Closing 10 4. Representations and Warranties of the Com |
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| April 6, 2022 |
License Agreement, dated July 2, 2021, by and between Takeda Vaccines, Inc. and the Registrant Exhibit 10.10 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE HILLEVAX, INC. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO HILLEVAX, INC. IF PUBLICLY DISCLOSED. LICENSE AGREEMENT BY AND BETWEEN TAKEDA VACCINES, INC. AND HILLEVAX, INC. LICENSE AGREEMENT This License Agreement (this ?Agreement |
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| April 6, 2022 |
EX-10.5 11 d211741dex105.htm EX-10.5 Exhibit 10.5 HilleVax, Inc. February 8, 2021 Robert Hershberg Re: Employment Offer Letter Dear Mr. Hershberg: HilleVax, Inc. (the “Company”) is pleased to offer you a position on the terms set forth in this letter (this “Agreement”), effective as of February 8, 2021. • DUTIES. You shall serve and shall perform such duties as are customarily associated with the |
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| April 6, 2022 |
Certificate of Incorporation, as amended (currently in effect) Exhibit 3.1 CERTIFICATE OF INCORPORATION OF MOKSHACO, INC. The undersigned, a natural person (the ?Sole Incorporator?), for the purpose of organizing a corporation to conduct the business and promote the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware hereby certifies that: I. The name of this corporation is MokshaCo, Inc. II. |
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| April 6, 2022 |
Form of Amended and Restated Bylaws Exhibit 3.4 Amended and Restated Bylaws of HilleVax, Inc. (a Delaware corporation) Table of Contents Page Article I?Corporate Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 Article II?Meetings of Stockholders 1 2.1 Place of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Notice of Business to be Brought before a Meeting 2 2.5 Notice of Nominations for Election to the Board 5 2.6 N |
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| April 6, 2022 |
Specimen stock certificate evidencing the shares of common stock Exhibit 4.1 THIS CERTIFIES THAT is the owner of CUSIP DATED COUNTERSIGNED AND REGISTERED: COMPUTER SHARE TRUST COMPANY, N.A. TRANSFER AGENT AND REGISTRAR, FULLY-PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF Hille Vax, Inc (hereinafter called the ?Company?), transferable on the books of the Company in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. T |
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| April 6, 2022 |
Exhibit 10.6 HilleVax, Inc. May 12, 2021 Aditya Kohli, Ph.D. Re: Amended and Restated Employment Offer Letter Dear Dr. Kohli: HilleVax, Inc. (the ?Company?) is pleased to continue to offer you a position on the terms set forth in this amended and restated offer letter (this ?Agreement?). This Agreement is entered into effective March 1, 2021 and amends and restates in its entirety the offer letter |
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| April 6, 2022 |
Exhibit 10.7 HilleVax, Inc. May 12, 2021 David Socks Re: Amended and Restated Employment Offer Letter Dear Mr. Socks: HilleVax, Inc. (the ?Company?) is pleased to continue to offer you a position on the terms set forth in this amended and restated offer letter (this ?Agreement?). This Agreement is entered into effective March 1, 2021 and amends and restates in its entirety the offer letter between |
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| April 6, 2022 |
Form of Indemnification Agreement for Directors and Officers Exhibit 10.9 INDEMNIFICATION AGREEMENT This Indemnification Agreement (?Agreement?) is made as of , 20 by and between HilleVax, Inc., a Delaware corporation (the ?Company?), and , [a member of the Board of Directors/ an officer] of the Company (?Indemnitee?). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advan |
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| February 28, 2022 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION HILLEVAX, INC. EX-3.3 2 filename2.htm Exhibit 3.3 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HILLEVAX, INC. HilleVax, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows: 1. The name of the Corporation is HilleVax, Inc. The Corporation was incorporated under the name MokshaCo, Inc. by the |
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| February 28, 2022 |
EX-10.9 4 filename4.htm Exhibit 10.9 INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of , 20 by and between HilleVax, Inc., a Delaware corporation (the “Company”), and , [a member of the Board of Directors/ an officer] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering i |
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| February 28, 2022 |
Table of Contents As confidentially submitted to the Securities and Exchange Commission on February 28, 2022 as Amendment No. |
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| February 28, 2022 |
Amended and Restated Bylaws of HilleVax, Inc. (a Delaware corporation) Exhibit 3.4 Amended and Restated Bylaws of HilleVax, Inc. (a Delaware corporation) Table of Contents Page Article I?Corporate Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 Article II?Meetings of Stockholders 1 2.1 Place of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Notice of Business to be Brought before a Meeting 2 2.5 Notice of Nominations for Election to the Board 5 2.6 N |
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| February 28, 2022 |
Dated December 17, 2021 TAKEDA VACCINES, INC. HILLEVAX, INC. TRANSITIONAL SERVICES AGREEMENT EX-10.11 5 filename5.htm Exhibit 10.11 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE HILLEVAX, INC. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO HILLEVAX, INC. IF PUBLICLY DISCLOSED. Dated December 17, 2021 TAKEDA VACCINES, INC. and HILLEVAX, INC. TRANSITIONAL SERVICES AGREEMENT This Tran |
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| February 28, 2022 |
12670 High Bluff Drive San Diego, California 92130 Tel: +1.858.523.5400 Fax: +1.858.523.5450 www.lw.com FIRM / AFFILIATE OFFICES Beijing Moscow Boston Munich Brussels New York Century City Orange County Chicago Paris Dubai Riyadh February 28, 2022 D?sseldorf San Diego Frankfurt San Francisco VIA EDGAR Hamburg Seoul Hong Kong Shanghai Ms. Jane Park Office of Life Sciences Division of Corporation Fi |
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| November 23, 2021 |
12670 High Bluff Drive San Diego, California 92130 Tel: +1.858.523.5400 Fax: +1.858.523.5450 www.lw.com FIRM / AFFILIATE OFFICES Beijing Moscow Boston Munich Brussels New York Century City Orange County Chicago Paris Dubai Riyadh November 23, 2021 D?sseldorf San Diego Frankfurt San Francisco VIA EDGAR Hamburg Seoul Hong Kong Shanghai Ms. Jane Park Houston Silicon Valley Office of Life Sciences Lon |
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| November 23, 2021 |
Table of Contents As confidentially submitted to the Securities and Exchange Commission on November 23, 2021 as Amendment No. |
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| October 19, 2021 |
EX-10.6 9 filename9.htm Exhibit 10.6 HilleVax, Inc. May 12, 2021 Aditya Kohli, Ph.D. Re: Amended and Restated Employment Offer Letter Dear Dr. Kohli: HilleVax, Inc. (the “Company”) is pleased to continue to offer you a position on the terms set forth in this amended and restated offer letter (this “Agreement”). This Agreement is entered into effective March 1, 2021 and amends and restates in its e |
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| October 19, 2021 |
EX-10.7 10 filename10.htm Exhibit 10.7 HilleVax, Inc. May 12, 2021 David Socks Re: Amended and Restated Employment Offer Letter Dear Mr. Socks: HilleVax, Inc. (the “Company”) is pleased to continue to offer you a position on the terms set forth in this amended and restated offer letter (this “Agreement”). This Agreement is entered into effective March 1, 2021 and amends and restates in its entiret |
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| October 19, 2021 |
HILLEVAX, INC. TO PURCHASE SHARES OF COMMON STOCK EX-4.2 5 filename5.htm Exhibit 4.2 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE SALE OF THE |
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| October 19, 2021 |
EX-10.5 8 filename8.htm Exhibit 10.5 HilleVax, Inc. February 8, 2021 Robert Hershberg Re: Employment Offer Letter Dear Mr. Hershberg: HilleVax, Inc. (the “Company”) is pleased to offer you a position on the terms set forth in this letter (this “Agreement”), effective as of February 8, 2021. • DUTIES. You shall serve and shall perform such duties as are customarily associated with the position of P |
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| October 19, 2021 |
LICENSE AGREEMENT BY AND BETWEEN TAKEDA VACCINES, INC. HILLEVAX, INC. EX-10.12 12 filename12.htm Exhibit 10.12 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE PHATHOM PHARMACEUTICALS, INC. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO PHATHOM PHARMACEUTICALS, INC. IF PUBLICLY DISCLOSED. LICENSE AGREEMENT BY AND BETWEEN TAKEDA VACCINES, INC. AND HILLEVAX, INC. |
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| October 19, 2021 |
EX-2.1 2 filename2.htm Exhibit 2.1 AGREEMENT OF MERGER AGREEMENT OF MERGER, dated as of February 8, 2021 (this “Agreement”), among HilleVax, Inc., a Delaware corporation (“HilleVax”), YamadaCo III, Inc., a Delaware corporation (“YamadaCo”) and North Bridge V, Inc., a Delaware corporation (“North Bridge”). WITNESSETH: WHEREAS, HilleVax is a corporation organized and existing under the laws of the S |
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| October 19, 2021 |
BYLAWS MOKSHACO, INC. (A DELAWARE CORPORATION) EX-3.2 4 filename4.htm Exhibit 3.2 BYLAWS OF MOKSHACO, INC. (A DELAWARE CORPORATION) ARTICLE I OFFICES Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be 251 Little Falls Drive City of Wilmington, County of New Castle, 19808 or in such other location as the board of directors of the corporation (“Board of Directors”) may from time to time deter |
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| October 19, 2021 |
EX-10.8 11 filename11.htm Exhibit 10.8 1 May 2021 EMPLOYMENT AGREEMENT between HilleVax GmbH in Formation c/o Lenz & Staehelin Aktiengesellschaft Brandschenkstrasse 24 8027 Zurich (the “Company”) and Astrid Borkowski (the “Employee”) 1. Position and Responsibilities The Employee is employed as Chief Medical Officer of the Company. The Company has the right to assign other duties and responsibiliti |
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| October 19, 2021 |
HILLEVAX, INC. 2021 EQUITY INCENTIVE PLAN EX-10.1 7 filename7.htm Exhibit 10.1 HILLEVAX, INC. 2021 EQUITY INCENTIVE PLAN 1. Purpose. The purpose of the Plan is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing such persons with equity ownership opportunities and thereby bett |
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| October 19, 2021 |
HILLEVAX, INC. NOTE PURCHASE AGREEMENT August 31, 2021 EX-4.3 6 filename6.htm Exhibit 4.3 HILLEVAX, INC. NOTE PURCHASE AGREEMENT August 31, 2021 TABLE OF CONTENTS Page 1. Definitions 1 2. Terms of the Convertible Notes 7 2.1 Issuance of Convertible Notes 7 2.2 Right to Convert Notes 7 3. Closing Mechanics 9 3.1 Closing 9 3.2 Conditions of Lenders’ Obligations at Closing 10 3.3 Conditions of the Company’s Obligations at Closing 10 4. Representations an |
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| October 19, 2021 |
As confidentially submitted to the Securities and Exchange Commission on October 19, 2021 Table of Contents As confidentially submitted to the Securities and Exchange Commission on October 19, 2021 Registration No. |
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| October 19, 2021 |
CERTIFICATE OF INCORPORATION MOKSHACO, INC. EX-3.1 3 filename3.htm Exhibit 3.1 CERTIFICATE OF INCORPORATION OF MOKSHACO, INC. The undersigned, a natural person (the “Sole Incorporator”), for the purpose of organizing a corporation to conduct the business and promote the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware hereby certifies that: I. The name of this corporation |
