aibioHepion acquires Gravitas Life Sciences in a related party deal
Tickers HEPA
The purchase closed October 6, 2026 for $2,000,000 in cash and 25,000,000 shares, and four directors have ties to the seller's group.
Key facts
- Company
- Hepion Pharmaceuticals, Inc. (OTC: HEPA)
- News type
- Mergers
- Primary source
- Hepion Pharmaceuticals, Inc. 8-K (2026-10-09)
Hepion Pharmaceuticals, Inc. signed and closed a Membership Interest Purchase Agreement on October 6, 2026 to acquire all of the membership interests of Gravitas Life Sciences, LLC, or GLS, according to a Form 8-K filed with the Securities and Exchange Commission on October 9, 2026. The seller was Gravitas Collective Corp., the sole member of GLS. The consideration was $2,000,000 in cash and 25,000,000 shares of common stock, and the company also paid an additional $135,000 to the sole member.
The terms
The stock consideration was calculated as $2,250,000 divided by the buyer closing stock price, as defined in the agreement. The agreement caps the shares issued at 19.99% of the company's outstanding shares immediately after issuance.
The shares are locked up until the earlier of six months after closing and their registration for resale, and the sole member received piggyback registration rights.
Related party approval
The filing says the transaction is a related party transaction. Vincent LoPriore, Gary Stetz, Sireesh Appajosyula and Chase LoPriore are current directors of Hepion, and each is an officer of GLS and a shareholder of the sole member. Each one disclosed his interest, recused himself from deliberation and voting, and abstained. The disinterested members of the board reviewed the agreement and approved it.
The company obtained a fairness opinion from Ryan Valuation Services, which states that the purchase consideration is fair, from a financial point of view, to Hepion and its stockholders.
President Street Global, LLC, a FINRA registered broker-dealer, acted as an advisor to Hepion on the transaction. The filing says Mr. Stetz is its chief executive officer and Mr. LoPriore, the executive chairman, is an indirect owner of its holding company and may benefit from its compensation.
Under a Partial Payoff Confirmation letter dated October 6, 2026, Hepion paid $1,000,000 to Canton Strategic Holdings, Inc., and GLS paid $125,000 out of the $2,000,000 cash portion, as a mandatory prepayment on the Canton Seller Note dated July 17, 2026. The remaining obligations under that note now run to Hepion as sole maker, obligor and guarantor.
What GLS does
The filing describes GLS as a clinical-stage biotechnology company in immunology and inflammation. Under a patent license agreement entered into on November 3, 2023 with Avior Inc., doing business as Avior Bio, LLC, GLS holds an exclusive, sublicensable, worldwide right to develop and commercialize GV104, formerly TH104. The U.S. Food and Drug Administration approved an investigational new drug application for GV104 in February 2023. GV104 is a transmucosal buccal film of nalmefene, an opioid antagonist first approved in the United States in 1995.
Hepion's earlier programs
Hepion's annual report describes the company as a medical diagnostic company headquartered in Morristown, New Jersey, that was previously focused on chronic liver disease. On April 19, 2024 it announced wind-down activities in the ASCEND-NASH trial of its lead molecule, rencofilstat, and the trial closed in August 2024. It later in-licensed diagnostic tests from New Day Diagnostics LLC and, in February 2026, assets from Cirna Diagnostics, LLC.
Financial position
The financial data tied to the annual report show research and development expense of $445,512 in 2025 and $11.8 million in 2024. The net loss was $8.3 million in 2025 and $13.2 million in 2024. Cash from operations was negative $3.3 million in 2025 and negative $18.2 million in 2024. Cash and cash equivalents were $1.8 million at year-end 2025 and $1.6 million at June 30, 2026.
What comes next
The deal is large for a company with $1.6 million in cash at June 30, 2026 and $3.3 million of cash used in operations in 2025. Four directors had interests on the other side, and the advisor is tied to the executive chairman. The only GLS asset described is GV104, which has an approved IND and no reported trial results; its drug, nalmefene, was first approved in 1995. The filing does not describe plans for GLS's programs after the closing. It also does not say how the company will fund development of GV104, beyond the cash and shares already committed under the agreement.