Hepion Pharma Sells Equity in Unregistered Offering

TL;DR

**Hepion Pharma just sold more shares, likely diluting existing holders to raise cash.**

AI Summary

Hepion Pharmaceuticals, Inc. entered into a material definitive agreement on February 15, 2024, involving the unregistered sale of equity securities. This transaction, which includes the issuance of shares, was reported in an 8-K filing on February 16, 2024. The company, based in Edison, NJ, is identified by CIK 0001583771 and SEC File Number 001-36856.

Why It Matters

This filing indicates Hepion Pharmaceuticals is raising capital through an unregistered sale of equity, which can dilute existing shareholders but also fund ongoing operations or research.

Risk Assessment

Risk Level: medium — The unregistered sale of equity securities can lead to dilution for current shareholders, potentially impacting share price.

Key Players & Entities

• Hepion Pharmaceuticals, Inc. (company) — Registrant and issuer of equity securities
• February 15, 2024 (date) — Date of earliest event reported
• February 16, 2024 (date) — Filing date of the 8-K
• 001-36856 (company) — SEC File Number for Hepion Pharmaceuticals, Inc.
• 0001583771 (company) — Central Index Key (CIK) for Hepion Pharmaceuticals, Inc.

FAQ

Key Financial Figures

• $0.0001 — f the Company's common stock, par value $0.0001 per share (the " Common Stock ") at a p
• $5.10 — Common Stock ") at a purchase price of $5.10 per Share, and (ii) pre-funded warrants
• $5.09 — .0001 per share at an offering price of $5.09 per share. The Shares and Pre-Funded Wa
• $4.85 — 's Common Stock at an exercise price of $4.85 per share, was exercisable immediately
• $2.10 — Warrants at a reduced exercise price of $2.10 per Share (reduced from $4.85 per Share
• $2.06 million — roceeds to the Company of approximately $2.06 million. As an inducement to such exercise, the
• $1.91 — gregate of 980,393 Shares from $4.85 to $1.91 per share and extend the expiration dat

Filing Documents

• tm246503d1_8k.htm (8-K) — 38KB
• tm246503d1_ex4-1.htm (EX-4.1) — 89KB
• tm246503d1_ex4-2.htm (EX-4.2) — 89KB
• tm246503d1_ex10-1.htm (EX-10.1) — 60KB
• tm246503d1_ex10-2.htm (EX-10.2) — 11KB
• tm246503d1_ex99-1.htm (EX-99.1) — 34KB
• tm246503d1_ex99-1img001.jpg (GRAPHIC) — 6KB
• 0001104659-24-024738.txt ( ) — 578KB
• hepa-20240215.xsd (EX-101.SCH) — 3KB
• hepa-20240215_lab.xml (EX-101.LAB) — 33KB
• hepa-20240215_pre.xml (EX-101.PRE) — 22KB
• tm246503d1_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. As reported in the Current Report on Form 8-K filed on October 3, 2023 by Hepion Pharmaceuticals, Inc. (the " Company ") on September 28, 2023, the Company completed a registered direct offering (the " Offering ") of (i) 400,000 shares (the "Shares") of the Company's common stock, par value $0.0001 per share (the " Common Stock ") at a purchase price of $5.10 per Share, and (ii) pre-funded warrants (the " Pre-Funded Warrants ") to purchase up to 580,393 shares of the Company's Common Stock at an exercise price of $0.0001 per share at an offering price of $5.09 per share. The Shares and Pre-Funded Warrants (and the shares of common stock underlying the Pre-Funded Warrants) were offered by the Company pursuant to its shelf registration statement on Form S-3 (File No. 333-254996), which was filed with the Securities and Exchange Commission (the " SEC ") on April 2, 2021 and declared effective by the SEC on November 24, 2021. Concurrently with the sale of the Shares and Pre-Funded Warrants, pursuant to the purchase agreement, in a concurrent private placement, for each Share or Pre-Funded Warrant purchased by the investor, such investor received from the Company (i) an unregistered warrant (the " Series A Warrant ") to purchase one share of Common Stock, and (ii) an unregistered warrant (the " Series B Warrant ") to purchase one share of Common Stock. Each Series A Warrant is exercisable for one share of the Company's Common Stock at an exercise price of $4.85 per share, was exercisable immediately upon issuance, and has a term of five years from the date of issuance. Each Series B Warrant is exercisable for one share of the Company's Common Stock at an exercise price of $4.85 per share, was exercisable immediately upon issuance, and has a term of 18 months from the date of issuance . On February 15, 2024, the Company entered into a warrant inducement agreement (the " Warrant Inducement Agreement ") with the holde

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities The information in Item 1.01 above is incorporated herein by reference. The New Warrants described in Item 1.01 above will be issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (" Securities Act ") and, along with the shares of common stock issuable upon the exercise thereof, have not been registered under the Securities Act, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from such registration requirements. This report shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit No. Exhibit 4.1 Form of Series B-1 Warrant 4.2 Form of Series B-2 Warrant 10.1 Form of Warrant Inducement Agreement 10.2 Form of Amendment No. 1 to Series ACommon Stock Purchase Warrant. 99.1 Financial Advisory Agreement, dated February 15, 2024, by and between Hepion Pharmaceuticals, Inc. and A.G.P./Alliance Global Partners. 104 Cover Page Interactive Data File (embedded within the XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. HEPION PHARMACEUTICALS, INC. Date: February 16, 2024 By: /s/ John Cavan John Cavan Interim Chief Executive Officer and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR