Hepion Pharmaceuticals Files S-1/A Amendment

TL;DR

Hepion Pharma (HEPN) filed an S-1/A amendment on Jan 14, 2025. Formerly ContraVir.

AI Summary

Hepion Pharmaceuticals, Inc. filed an S-1/A amendment on January 14, 2025, for its registration statement (No. 333-284052). The company, formerly known as ContraVir Pharmaceuticals, Inc. until August 6, 2013, is incorporated in Delaware and operates in the pharmaceutical preparations sector. Its principal executive offices are located at 399 Thornall Street, Edison, NJ.

Why It Matters

This filing indicates ongoing regulatory activity and potential future stock offerings for Hepion Pharmaceuticals, providing transparency for investors.

Risk Assessment

Risk Level: medium — S-1/A filings often precede stock offerings, which can dilute existing shareholders and introduce market volatility.

Key Numbers

• 333-284052 — SEC File Number (Identifies the specific registration statement being amended.)

Key Players & Entities

• Hepion Pharmaceuticals, Inc. (company) — Registrant
• January 14, 2025 (date) — Filing Date
• 333-284052 (registration_number) — SEC File Number
• ContraVir Pharmaceuticals, Inc. (company) — Former Company Name
• August 6, 2013 (date) — Date of Name Change
• 399 Thornall Street, Edison, NJ (address) — Principal Executive Offices
• John Brancaccio (person) — Interim Chief Executive Officer

FAQ

Key Financial Figures

• $0.0001 — 14,285,714 shares of our common stock, $0.0001 par value per share (“Common Stoc
• $0 — ock and accompanying Common Warrants is $0.56, which was the closing price of our
• $0.56 — q Capital Market on January 8, 2025 was $0.56 per share. All share, Common Warrant an
• $0.01 — nd the accompanying Common Warrants and $0.01 per Pre-Funded Warrant and the accompan
• $10,000 — -accountable expense allowance of up to $10,000 and to reimburse the Placement Agent fo
• $75,000 — table legal fees in the amount of up to $75,000. For a description of the compensation
• $0.7 million — e restructuring charge of approximately $0.7 million in the fourth quarter of 2023. Addition
• $2.9 million — rsuant to which we sold an aggregate of $2.9 million in principal amount of our Original Iss
• $2,500,000 — rsquo;s subscription amount, divided by $2,500,000. -1- On December 10, 2024, Parent i
• $24,000 — interest in the amount of approximately $24,000 through December 31, 2024 with a portio
• $1.00 — ness days, had closed below the minimum $1.00 per share and, as a result, we were not
• $1.00 m — ult, we were not in compliance with the $1.00 minimum bid price requirement for the con
• $406,685 — orted a stockholders’ deficit of ($406,685) and we did not meet the alternatives o
• $35 million — not meet the alternatives of minimum of $35 million market value of listed securities or ne
• $500,000 — et income from continuing operations of $500,000 in the most recently completed fiscal y

Filing Documents

• forms-1a.htm (S-1/A) — 533KB
• ex1-1.htm (EX-1.1) — 212KB
• ex4-6.htm (EX-4.6) — 127KB
• ex4-7.htm (EX-4.7) — 144KB
• ex4-8.htm (EX-4.8) — 145KB
• ex5-1.htm (EX-5.1) — 27KB
• ex10-7.htm (EX-10.7) — 295KB
• ex23-1.htm (EX-23.1) — 4KB
• ex23-2.htm (EX-23.2) — 5KB
• forms-1_001.jpg (GRAPHIC) — 30KB
• ex5-1.jpg (GRAPHIC) — 9KB
• 0001493152-25-002041.txt ( ) — 1548KB

Dilution

Dilution 9 Management 10

Executive Compensation

Executive Compensation 13 Principal Stockholders 14 Related Parties 15

Description of Capital Stock

Description of Capital Stock 15 Plan of Distribution 21 Legal Matters 24 Experts 24 Where You Can Find More Information 24 Incorporation of Documents by Reference 24 i ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we have filed with the SEC. You should rely only on the information contained in this prospectus or any related prospectus supplement. We have not authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. The information contained in this prospectus is accurate only on the date of this prospectus. Our business, financial condition, results of operations and prospects may have changed since such date. Other than as required under the federal securities laws, we undertake no obligation to publicly update or revise such information, whether as a result of new information, future events or any other reason. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed, or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under “ Where You Can Find More Information .” We have not, and the Placement Agent has not, authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. The information contained in th

Business

Business Overview We are a biopharmaceutical company headquartered in Edison, New Jersey, focused on the development of drug therapy for treatment of chronic liver diseases. This therapeutic approach targets fibrosis, inflammation, and shows potential for the treatment of hepatocellular carcinoma associated with non-alcoholic steatohepatitis (“NASH”), viral hepatitis, and other liver diseases. Our cyclophilin inhibitor, rencofilstat (formerly CRV431), was being developed to offer benefits to address multiple complex pathologies related to the progression of liver disease. In December 2023, our board of directors approved a strategic restructuring plan to preserve capital by reducing operating costs. We incurred a one-time restructuring charge of approximately $0.7 million in the fourth quarter of 2023. Additionally, we have initiated a process to explore a range of strategic and financing alternatives focused on maximizing stockholder value within the current financial environment and NASH drug development landscape. On April 19, 2024, we announced that we have begun wind-down activities in our ASCEND- NASH clinical trial. We did not have access to sufficient funding to complete the study, as designed. The wind-down activities were implemented to halt further clinical activities other than those which would allow for an orderly and patient safety manner that would meet the minimum FDA requirements for safely closing a clinical trial. All clinical trial activities were completed and the trial was closed in August 2024. Recent Developments Merger and Financing Transaction As previously disclosed on July 19, 2024, Hepion, 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,

View Full Filing

View this S-1/A filing on SEC EDGAR