Hepion Pharmaceuticals Files 8-K: Agreements, Equity Sales, Officer Changes

Ticker: CTRVP · Form: 8-K · Filed: Jul 22, 2024 · CIK: 1583771

Hepion Pharmaceuticals, Inc. 8-K Filing Summary
FieldDetail
CompanyHepion Pharmaceuticals, Inc. (CTRVP)
Form Type8-K
Filed DateJul 22, 2024
Risk Levelmedium
Pages16
Reading Time19 min
Key Dollar Amounts$0.0001, $8,600,000, $2.9 million, $2,500,000
Sentimentneutral

Sentiment: neutral

Topics: material-definitive-agreement, equity-sale, corporate-governance

TL;DR

Hepion Pharma dropped an 8-K: new deals, sold stock, exec shakeup. Watch this.

AI Summary

On July 19, 2024, Hepion Pharmaceuticals, Inc. entered into a material definitive agreement, likely related to financing or a significant business transaction. The company also reported on the creation of a direct financial obligation and unregistered sales of equity securities. Additionally, there were changes in directors or officers, including compensatory arrangements.

Why It Matters

This filing indicates significant corporate activity, including potential new financial obligations and equity issuances, which could impact the company's financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

  • Hepion Pharmaceuticals, Inc. (company) — Registrant
  • July 19, 2024 (date) — Date of earliest event reported
  • ContraVir Pharmaceuticals, Inc. (company) — Former company name

FAQ

What is the nature of the material definitive agreement entered into by Hepion Pharmaceuticals?

The filing indicates a material definitive agreement was entered into on July 19, 2024, but the specific details of this agreement are not provided in the provided text.

What type of financial obligation was created by Hepion Pharmaceuticals?

The filing states the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement of a registrant.

Were there any unregistered sales of equity securities by Hepion Pharmaceuticals?

Yes, the filing explicitly lists 'Unregistered Sales of Equity Securities' as an item of information.

What changes occurred regarding directors or officers at Hepion Pharmaceuticals?

The filing notes 'Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers', indicating changes in leadership and compensation.

When was Hepion Pharmaceuticals formerly known as ContraVir Pharmaceuticals, Inc.?

The date of the name change from ContraVir Pharmaceuticals, Inc. to Hepion Pharmaceuticals, Inc. was August 6, 2013.

Filing Stats: 4,755 words · 19 min read · ~16 pages · Grade level 18.1 · Accepted 2024-07-22 08:28:48

Key Financial Figures

  • $0.0001 — f the Company's common stock, par value $0.0001 per share (" Common Stock ") to be conv
  • $8,600,000 — Closing cash proceeds of not less than $8,600,000 (eight million six hundred thousand) sh
  • $2.9 million — which the Company sold an aggregate of $2.9 million in principal amount of the Company's Or
  • $2,500,000 — haser's subscription amount, divided by $2,500,000. The SPA also contains customary repres

Filing Documents

From the Filing

UNITED 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 Hepion Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36856 46-2783806 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 399 Thornall Street , First Floor , Edison , NJ 08837 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (732) 902-4000 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock HEPA Nasdaq Capital Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 1.01 Entry into a Material Definitive Agreement. Merger Agreement Overview On July 19, 2024, Hepion Pharmaceuticals, Inc., a Delaware corporation (the " Company "), Pharma Two B Ltd., a company organized under the laws of the State of Israel (" Parent "), and Pearl Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (" Merger Sub "), entered into an Agreement and Plan of Merger (the " Merger Agreement "), pursuant to which, among other things, on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company (the " Merger "), with the Company surviving the Merger as an indirect wholly owned subsidiary of Parent. Terms capitalized but not defined herein have the meanings given in the Merger Agreement. Merger Sub is a newly incorporated Delaware corporation and a wholly owned, direct subsidiary of P2B HoldCo, Inc., a Delaware corporation (" Holdco "). Holdco is a wholly owned, direct subsidiary of P2B Topco, Inc., a Delaware corporation (" Topco "). Topco is a wholly owned, direct subsidiary of Parent. Each of Merger Sub, Holdco and Topco were formed for purposes of consummating the transactions contemplated by the Merger Agreement and the other Transaction Agreements (as defined in the Merger Agreement). The Board of Directors of the Company has (i) determined that the Merger Agreement and the transactions contemplated thereby (the " Transactions "), including the Merger, on the terms and subject to the conditions set forth therein, are in the best interests of the Company and its stockholders, (ii) approved the Merger Agreement, the execution and delivery by the Company of the Merger Agreement, the performance by the Company of its obligations contained therein and the consummation of the Transactions, including the Merger, on the terms and (iii) resolved to recommend adoption and approval of the Merger Agreement, the other Transaction Agreements to which the Company is a party and the Transactions, including the Merger, to the Company's stockholders. Treatment of Company Common Stock and Parent Ordinary Shares On the Closing Date (as defined in the Merger Agreement), subject to obtaining Parent's shareholder approval and the Company's stockholder approval, immediately prior to the Effective Time (as defined below) and prior to the consummation of any of the transactions contemplated by the PIPE Agreements (as defined in the Merger Agreement), the following actions shall take place or be effected: (A) the Company shall cause all of its issued capital stock which is not in the form of the Company's common stock, par value $0.0001 per share (" Common Stock ") to be converted into shares of Common Stock in accordance with the Company's organizational documents, and shall further cause any convertible instruments, including but not limited to warrants, to be converted into shares of Common Stock; and (B) (i) each Ordinary A Share of Parent, nominal value NIS 1 (" Parent Ordinary A Share "), Ordinary B Share of Pa

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