Hepion Pharmaceuticals Files S-1 for Securities Offering

TL;DR

Hepion Pharma filing S-1, looks like they're raising cash.

AI Summary

Hepion Pharmaceuticals, Inc. filed an S-1 registration statement on December 26, 2024, indicating plans to offer securities. The company, formerly known as ContraVir Pharmaceuticals, Inc., is incorporated in Delaware and operates in the pharmaceutical preparations sector. Its principal executive offices are located in Edison, NJ.

Why It Matters

This S-1 filing signals Hepion Pharmaceuticals' intention to raise capital through the sale of securities, which could fund its drug development pipeline or other corporate initiatives.

Risk Assessment

Risk Level: medium — S-1 filings indicate a company is seeking to raise capital, which can be a complex process with inherent market risks.

Key Numbers

• 333-284052 — SEC File Number (Identifies this specific registration statement)
• 2834 — SIC Code (Industry classification for Pharmaceutical Preparations)
• 462783806 — IRS Number (Employer Identification Number)

Key Players & Entities

• Hepion Pharmaceuticals, Inc. (company) — Registrant
• ContraVir Pharmaceuticals, Inc. (company) — Former company name
• December 26, 2024 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation
• Edison, NJ (location) — Business address
• John Brancaccio (person) — Interim Chief Executive Officer
• Jeffrey J. Fessler, Esq. (person) — Counsel
• Seth A. Lemings, Esq. (person) — Counsel

FAQ

Key Financial Figures

• $0.0001 — g up to [ ] shares of our common stock, $0.0001 par value per share (“Common Stoc
• $0.50 — Capital Market on December 23, 2024 was $0.50 per share. All share, Common Warrant an
• $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
• $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
• $250 million — ock held by non-affiliates is less than $250 million measured on the last business day of ou
• $100 million — ter, or our annual revenue is less than $100 million during the most recently completed fisc
• $700 million — ock held by non-affiliates is less than $700 million measured on the last business day of ou

Filing Documents

• forms-1.htm (S-1) — 406KB
• ex23-1.htm (EX-23.1) — 2KB
• ex23-2.htm (EX-23.2) — 5KB
• ex107.htm (EX-FILING FEES) — 24KB
• forms-1_001.jpg (GRAPHIC) — 30KB
• 0001493152-24-052155.txt ( ) — 479KB

Description of Capital Stock

Description of Capital Stock 10 Plan of Distribution 16 Legal Matters 19 Experts 19 Where You Can Find More Information 19 Incorporation of Documents by Reference 19 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 .” This prospectus does not constitute an offer to sell or the solicitation of an offer to buy any of our securities other than the securities covered hereby, nor does this prospectus constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Persons who come into possession of this prospectus in ju

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 filing on SEC EDGAR