8-K/A
Hepion Pharmaceuticals, Inc. (HEPA)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): March 4, 2025
HepionPharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36856 | 46-2783806 |
|---|---|---|
| (State<br> or other jurisdiction of incorporation or organization) | (Commission<br><br> <br>File Number) | (IRS I<br><br> <br>dentification No.) |
55Madison Ave., Suite 400-PMB# 4362
Morristown,NJ 07960
(Address of principal executive offices)
(732)
444-7077
(Registrant’s telephone number, including area code)
NotApplicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading Symbol(s) | Name of each exchange on which registered: |
|---|---|---|
| Common<br> Stock, par value $0.0001 per share | HEPA | The<br> Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
EXPLANATORY
NOTE
This Amendment No. 1 to Current Report on Form 8-K (this “Amendment”) amends the Current Report on Form 8-K filed by Hepion Pharmaceuticals, Inc. (the “Company”) on March 4, 2025 (the “Original Form 8-K”), which disclosed the Company’s balance sheet as of January 31, 2025. At the time of the filing of the Original Form 8-K, the Company had not yet made a determination with respect to the accounting and valuation for the Series A and Series B warrants issued in the Company’s offering which closed on January 23, 2025. The Company is filing this Amendment to file an amended unaudited balance sheet as of January 31, 2025. No other changes have been made to the Original Form 8-K.
| Item8.01 | Other Events. |
|---|
On March 4, 2025, Hepion Pharmaceuticals, Inc., a Delaware corporation (the “Company”), issued its unaudited balance sheet as of January 31, 2025 which has been furnished as Exhibit 99.1 to this Form 8-K.
| Item 9.01 | Financial Statements and Exhibits |
|---|
(d)Exhibits
| 99.1 | Amended Unaudited Balance Sheet as of January 31, 2025. |
|---|---|
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| -2- |
| --- |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date:<br> April 4, 2025 | Hepion Pharmaceuticals, Inc. | |
|---|---|---|
| By: | /s/ John Brancaccio | |
| John<br> Brancaccio | ||
| Interim<br> Chief Executive Officer and Interim Chief Financial Officer |
| -3- |
| --- |
Exhibit 99.1
Hepion Pharmaceutical
Consolidated Balance Sheets
January 31, 2025
PBC
| January 31, 2025 | |||
|---|---|---|---|
| (Unaudited) | |||
| ASSETS | |||
| Current Assets | |||
| Cash | 5,219,944.00 | ||
| Prepaid expenses | 1,142,329.00 | ||
| Related party receivable | - | ||
| Total Current Assets | $ | 6,362,273.00 | |
| Property and equipment, net | - | ||
| Right-of-use assets | - | ||
| Other assets | - | ||
| In Process R&D | - | ||
| TOTAL ASSETS | $ | 6,362,273.00 | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||
| Current Liabilities | - | ||
| Accounts payable | 220,202.00 | ||
| Accrued expenses | 23,684.00 | ||
| Operating lease liabilities, current | - | ||
| Notes payable, current | - | ||
| Short-term portion of contingent consideration | - | ||
| Total Current Liabilities | $ | 243,886.00 | |
| Contingent liability, non-current | - | ||
| Operating lease liabilities, non-current | - | ||
| Derivative financial instruments-warrants | 6,142,303.00 | ||
| TOTAL LIABILITIES | $ | 6,386,189.00 | |
| Stockholders’ Equity | |||
| Series A convertible preferred stock | 855,808.00 | ||
| Series C convertible preferred stock | 839,320.00 | ||
| Common stock | 663.00 | ||
| Additional paid-in capital | 236,462,218.00 | ||
| Accumulated other comprehensive loss | 8,345.00 | ||
| Accumulated deficit | (238,190,270.00 | ) | |
| TOTAL STOCKHOLDERS’ EQUITY | $ | (23,916.00 | ) |
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 6,362,273.00 |