Hepion Pharma Urges Shareholder Support in DEFA14A Filing

TL;DR

HEPN filed a proxy statement urging shareholders to vote YES on upcoming proposals.

AI Summary

Hepion Pharmaceuticals, Inc. (HEPN) filed a DEFA14A on December 2, 2024, announcing a letter to shareholders. The letter urges support for the company's proposals, likely related to upcoming shareholder meetings or corporate actions. The filing indicates no fee was required for this submission.

Why It Matters

This filing signals an active engagement with shareholders regarding important company decisions, potentially influencing the outcome of votes on critical corporate matters.

Risk Assessment

Risk Level: low — This filing is a routine proxy statement and does not contain new financial information or significant corporate events that would immediately impact risk.

Key Numbers

• 2 — Public Document Count (Indicates the number of documents associated with this filing.)

Key Players & Entities

• Hepion Pharmaceuticals, Inc. (company) — Registrant
• HEPN (company) — Ticker Symbol
• 20241202 (date) — Filing Date
• ContraVir Pharmaceuticals, Inc. (company) — Former Company Name

FAQ

Filing Documents

• formdefa14a.htm (DEFA14A) — 25KB
• formdefa14a_001.jpg (GRAPHIC) — 19KB
• 0001493152-24-048238.txt ( ) — 52KB

From the Filing

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy (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)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under 240.14a-12 Hepion Pharmaceuticals, Inc. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a- 6(i)(1) and 0-11 Hepion Pharmaceuticals Issues Letter to Shareholders Urging Support for Proposed Merger with Pharma Two B Transaction Creates Opportunity to Share in Potential Upside of Pharma Two B’s Late-Clinical Stage Candidate to Treat Parkinson’s Disease Hepion’s Board Unanimously Recommends Shareholders Approve the Merger Following Review of Strategic Alternatives – Including Challenges of Remaining a Stand-Alone Company EDISON, NJ – December 2, 2024 – Hepion Pharmaceuticals, Inc. (Nasdaq: HEPA) (“Hepion” or the “Company”), today sent an open letter to shareholders urging them to vote for Hepion’s proposed merger with Pharma Two B Ltd. (“Pharma Two B”) at the Company’s upcoming Special Meeting of Stockholders (the “Special Meeting”) on December 12, 2024. The full text of the letter is below: December 2, 2024 Dear Shareholders of Hepion Pharmaceuticals, We are writing to encourage your support for Hepion’s proposed merger with Pharma Two B, which, we believe, best positions the Company’s shareholders to maximize the value of their investment. Since the Company’s formation over a decade ago, Hepion has worked on developing new drugs aimed at addressing critical diseases with the goal of improving the lives of a significant patient population. Regrettably, these efforts have not yielded the desired results and, after conducting a thorough review of strategic alternatives, Hepion’s board of directors concluded a merger with Pharma Two B is in the best interests of all shareholders. We therefore urge you to VOTE FOR this transformational transaction. As outlined in Hepion’s definitive proxy statement dated November 8, 2024 (see link: Hepion Proxy Statement 2024 Special Meeting ), the continued clinical development of the Company’s drug pipeline has become increasingly challenging due to numerous risk factors- including Hepion’s inability to continue funding such development and the investment community’s waning appetite for follow-on financing given the deteriorating risk profile. Quite simply, the Company lacked the financial resources to advance its clinical trials and the capital markets reflected no interest in funding further development of Hepion’s pipeline on acceptable terms. Fortunately, the Company’s review of strategic alternatives yielded a compelling opportunity to merge with Pharma Two B, a late-clinical stage biotechnology company developing an innovative treatment for Parkinson’s Disease. Upon consummation of the proposed merger, Hepion’s shareholders will be able to participate in the potential upside of Pharma Two B’s promising product candidate known as P2B001. Furthermore, while Pharma Two B has indicated it has no plans to advance the clinical development of Hepion’s legacy drug pipeline, Hepion remains committed to monetizing its value for the benefit of all shareholders. Although its efforts to date have not yielded any formal indications of interest, any such monetization could potentially provide further upside beyond Pharma Two B’s compelling prospects. Of course, there can be no guaranty of the magnitude and timing of any potential sale, if at all. In the event Hepion’s proposed merger with Pharma Two B does not receive the required shareholder support, the Company faces potentially dire consequences due to its limited financial resources. A stand-alone Hepion would be unable to fund the continued development of its legacy drug pipeline and would likely face delisting of its common stock from Nasdaq and potential bankruptcy. Any adjournment to solicit additional shareholder support could erode precious financial resources. Clearly, there is a better path forward for Hepion’s shareholders. Pharma Two B presents an opportunity to share in the potential upside of its innovative drug candidate to treat Parkinson’s Disease. P2B001’s development is already more advanced than any candidates in Hepion’s legacy pipeline and the post-merger company is expected to be well-funded to advan

View Full Filing

View this DEFA14A filing on SEC EDGAR