Hepion Pharmaceuticals Files S-1 for Securities Offering

TL;DR

Hepion Pharma just filed an S-1, looks like they're gearing up for a stock offering. Keep an eye on this one.

AI Summary

Hepion Pharmaceuticals, Inc. filed an S-1 registration statement on July 11, 2024, to register securities under the Securities Act of 1933. The company, formerly known as ContraVir Pharmaceuticals, Inc. until August 6, 2013, is incorporated in Delaware and has its principal executive offices at 399 Thornall Street, Edison, NJ. The filing indicates a potential offering of securities, though specific details on the amount or terms are not yet provided in this excerpt.

Why It Matters

This S-1 filing signals Hepion Pharmaceuticals' intent to raise capital through a public offering, which could fund its drug development pipeline and impact its future growth and stock valuation.

Risk Assessment

Risk Level: medium — S-1 filings often precede significant corporate actions like stock offerings, which carry inherent market and execution risks for investors.

Key Numbers

• 333-280752 — SEC File Number (Identifies the specific SEC registration)
• 0001583771 — Central Index Key (Unique identifier for the company in SEC filings)

Key Players & Entities

• Hepion Pharmaceuticals, Inc. (company) — Registrant
• July 11, 2024 (date) — Filing Date
• Securities Act of 1933 (legal_document) — Governing Act
• ContraVir Pharmaceuticals, Inc. (company) — Former Company Name
• August 6, 2013 (date) — Date of Name Change
• Delaware (jurisdiction) — State of Incorporation
• 399 Thornall Street, Edison, NJ (location) — Principal Executive Offices
• John Cavan (person) — Interim Chief Executive Officer
• Sheppard, Mullin, Richter & Hampton LLP (company) — Legal Counsel

FAQ

Key Financial Figures

• $0.0001 — quo;us” or our”), par value $0.0001 per share (the “Common Stock&rdqu
• $1.91 — ur common stock at an exercise price of $1.91 per share for a term of five years from
• $2.8 million — n gross proceeds to us of approximately $2.8 million. However, we cannot predict when and in
• $1.04 — ported on The Nasdaq Capital Market was $1.04 per share. Investing in our common st
• $0.7 million — e restructuring charge of approximately $0.7 million in the fourth quarter of 2023. Addition
• $2.0 million — ued in March 2022, and (2) a payment of $2.0 million to Ciclofilin shareholders, including a
• $0.8 million — ders, including a payment to our CEO of $0.8 million and other Hepion employees of $0.2 mill
• $0.2 m — 8 million and other Hepion employees of $0.2 million, which such payment being made in
• $1.0 million — made in January 2022, (ii) a payment of $1.0 million upon the positive read out of the first
• $5.0 million — the Phase IIb trial, (iii) a payment of $5.0 million upon initiation of the first Phase III
• $8.0 million — on for CPI-431-32; and (v) a payment of $8.0 million upon the regulatory approval by the U.S
• $5.10 — n 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 — ur 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

Filing Documents

• forms-1.htm (S-1) — 502KB
• ex5-1.htm (EX-5.1) — 28KB
• ex23-1.htm (EX-23.1) — 3KB
• ex23-2.htm (EX-23.2) — 4KB
• ex107.htm (EX-FILING FEES) — 12KB
• forms-1_001.jpg (GRAPHIC) — 6KB
• ex5-1_001.jpg (GRAPHIC) — 11KB
• 0001493152-24-026896.txt ( ) — 575KB

Use of Proceeds

Use of Proceeds 15 Dividend Policy 15

Business

Business 16 Management 26 Determination of Offering Price 27 Selling Stockholder 28 Plan of Distribution 29 Legal Matters 31 Experts 31 Where You Can Find More Information 31 Incorporation of Documents by Reference 31 i ABOUT THIS PROSPECTUS This prospectus relates to the resale by the Selling Stockholder identified in this prospectus under the caption “Selling Stockholder,” from time to time, of up to an aggregate of 1,470,590 shares of Common Stock. We are not selling any shares of Common Stock under this prospectus, and we will not receive any proceeds from the sale of shares of Common Stock offered hereby by the Selling Stockholder, although we may receive cash from the exercise of the Warrants. You should rely only on the information provided in this prospectus, including any information incorporated by reference. We have not authorized anyone to provide you with any other information and we take no responsibility for, and can provide no assurances as to the reliability of, any other information that others may give you. The information contained in this prospectus speaks only as of the date set forth on the cover page and may not reflect subsequent changes in our business, financial condition, results of operations and prospects. We are not, and the Selling Stockholder is not, making offers to sell these securities in any jurisdiction in which an offer or solicitation is not authorized or permitted or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such an offer or solicitation. You should read this prospectus, including any information incorporated by reference, in its entirety before making an investment decision. You should also read and consider the information in the documents to which we have referred you in the section entitled “Where You Can Find More Information.” CAUTIONARY

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 (“HCC”) 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. We have completed a number of Phase 1 and Phase 2 clinical trials. In May 2023, we announced that our Phase 2a study (“ALTITUDE-NASH”) met its primary endpoint by demonstrating improved liver function and was well tolerated after four months of treatment with once daily oral rencofilstat administered to NASH subjects with stage 3 or greater fibrosis. All additional secondary efficacy and safety endpoints were also met. These observations provide further evidence that builds on previous findings from a shorter 28-day Phase 2a (“AMBITION”) trial. In June 2023, we announced that the Data and Safety Monitoring Board (“DSMB”) met to review the current data for the ASCEND-NASH 2b study and has issued a “study may proceed without modification” clearance. This, the first planned DSMB meeting, occurred on schedule, and all labs, electrocardiogram’s, adverse events, and protocol deviations were reviewed, focusing on any potential safety signals from the placebo-controlled trial. In December 2023, the 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

View Full Filing

View this S-1 filing on SEC EDGAR