8-K
Hepion Pharmaceuticals, Inc. (HEPA)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
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 <br><br> incorporation or organization) | (Commission<br> <br><br> File Number) | (IRS<br> <br><br> Identification No.) |
399Thornall Street, First Floor
Edison,NJ 08837
(Address of principal executive offices)
(732)902-4000
(Registrant’s telephone number, including area code)
Not
Applicable
(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. ☐
| Item 8.01 | Other Events. |
|---|
On March 4, 2025, Hepion Pharmaceuticals, Inc., a Delaware corporation (the “Company”), issued its unaudited consolidated 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 | Unaudited<br> Consolidated Balance Sheet as of January 31, 2025. |
|---|---|
| 104 | Cover Page Interactive Data File (embedded within the XBRL<br>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> March 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 PHARMACEUTICALS, INC. AND SUBSIDIARIES
UnauditedConsolidated Balance Sheet as of January 31, 2025
| Assets | ||
| Current assets: | ||
| Cash | 5,362,641 | |
| Prepaid expenses | 1,142,329 | |
| Total current assets | 6,504,970 | |
| Total assets | 6,504,970 | |
| Liabilities and Stockholders’ Equity | ||
| Current liabilities: | ||
| Accounts payable | 220,202 | |
| Notes payable, current | — | |
| Total current liabilities | 220,202 | |
| Deferred tax liability | — | |
| Derivative financial instruments—warrants | 333,189 | |
| Total liabilities | 553,391 | |
| Commitments and contingencies | ||
| Stockholders’ equity: | ||
| Series A convertible preferred stock, stated value 10 per share, 85,581 shares issued and outstanding at December 31, 2024 and 2023, respectively. | 855,808 | |
| Series C convertible preferred stock, stated value 1,000 per share, 1,688shares issued and outstanding at December 31, 2024 and 2023, respectively. | 839,320 | |
| Common stock—0.0001 par value per share; 120,000,000 shares authorized,<br>34,650,681, shares issued and outstanding at January 31, 2025. | 663 | |
| Additional paid-in capital | 242,271,332 | |
| Accumulated other comprehensive loss | 8,345 | |
| Accumulated deficit | (238,023,889 | ) |
| Total stockholders’ equity | 5,951,579 | |
| Total liabilities and stockholders’ equity | 6,504,970 |
All values are in US Dollars.