Common Stock, par value $0.0001 per share
- Symbol
- HEPA
- Exchange
- Not supplied
- Classification
- COMMON
Current Report · Items 1.01, 3.02, 9.01 · 8-K
HEPION PHARMACEUTICALS INC
Entry into a Material Definitive Agreement · Unregistered Sales of Equity Securities
Item Entry 1.01 into a Material Definitive Agreement. On July 31, 2026, Hepion Pharmaceuticals, Inc. (the “Company”) entered into securities purchase agreements (the “Agreements”) with certain accredited investors (the “Investors”) pursuant to which the Company agreed to sell and issue to the Investors in a private placement offering (the “Offering”), an aggregate offering of 61,100,000 shares of…
Company context
Current securities
Recent company filings
- 4 filingOct 27, 2026
- SCHEDULE 13G/A - filed by RICKEL KENNETH regarding Hepion Pharmaceuticals, Inc.Oct 21, 2026
- S-8 filingOct 14, 2026
- Entry into a Material Definitive Agreement · Completion of Acquisition or Disposition of Assets · Unregistered Sales of Equity Securities · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory ArrangementsOct 9, 2026
- Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearOct 2, 2026
Registered securities in this filing
Hepion Pharmaceuticals, Inc. · 8-K · Filed 2026-08-04
Disclosure sections
Item 1.01Item 1.01 - Entry into Material Agreement
Item Entry
1.01 into a Material Definitive Agreement.
On
July 31, 2026, Hepion Pharmaceuticals, Inc. (the “Company”) entered into securities purchase agreements (the “Agreements”)
with certain accredited investors (the “Investors”) pursuant to which the Company agreed to sell and issue to the Investors
in a private placement offering (the “Offering”), an aggregate offering of 61,100,000 shares of common stock, par value $0.0001
per share (the “Common Stock”) and warrants to purchase 61,100,000 shares of Common Stock (the “Warrants”) at
an offering price of $0.05 per share for gross proceeds of $3,055,000. The Warrants are exercisable at an exercise price of $0.06 per
share for five (5) years from the date of issuance. The Offering closed on August 3, 2026.
The
Common Stock and Warrants are being offered in reliance upon the exemption from the registration requirement of the Securities Act of
1933, as amended (the “ Securities Act ”), pursuant to Section 4(a)(2) thereof and/or Rule 506(b) of Regulation D promulgated
thereunder, and applicable state securities laws. The issuance of the Common Stock and Warrants has not been registered under the Securities
Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the
Securities Act and any applicable state securities laws.
The
Agreements contain customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification
obligations of the Company, other obligations of the parties and termination provisions.
The
foregoing descriptions of the Agreements and the Warrant do not purport to be complete and is qualified in its entirety by reference
to the full text of the Agreements and the Warrant, copies of which are filed as Exhibit 10.1 and Exhibit 4.1, respectively, to this
Current Report on Form 8-K and incorporated herein by reference.
Item 3.02Item 3.02 - Unregistered Sales of Equity
Item Unregistered
3.02 Sale of Equity Securities.
The
information set forth above under Item 1.01 is incorporated herein by reference.
Filed exhibits (1)
EX-4.1 2 ex4-1.htm EX-4.1 Exhibit 4.1 FORM OF WARRANT NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. COMMON STOCK PURCHASE WARRANT HEPION PHARMACEUTICALS, INC. Warrant Shares: Issuance Date: August 3, 2026 THIS COMMON STOCK PURCHASE WARRANT (this “ Warrant ”) certifies that, for value received, _______ or its assigns (the “ Holder ”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set f…
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