Hepion closes $3,055,000 private placement with matching warrants

Hepion Pharmaceuticals, Inc. entered into securities purchase agreements on July 31, 2026, to sell 61,100,000 shares of common stock and warrants to purchase 61,100,000 shares to accredited investors. The company disclosed the agreements in a Form 8-K filed on August 4, 2026. The offering is priced at $0.05 per share for gross proceeds of $3,055,000, and the company says it closed on August 3, 2026.

The terms

The warrants are exercisable at $0.06 per share for five years from the date of issuance. The company says the common stock and warrants are being offered in reliance on the exemption from registration in Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) of Regulation D. The securities have not been registered under the Securities Act and may not be offered or sold in the United States without registration or an exemption.

The agreements contain customary representations, warranties and agreements by the company, customary conditions to closing, indemnification obligations and termination provisions. The form of warrant is filed as Exhibit 4.1, and the form of securities purchase agreement is filed as Exhibit 10.1.

The filing names no underwriter or placement agent for the offering. The 8-K is signed by Gary Stetz, Interim Chief Executive Officer.

The company and its history

Hepion's annual report on Form 10-K, filed March 12, 2026, describes the company as a medical diagnostic company headquartered in Morristown, New Jersey. It was previously focused on drug therapy for chronic liver diseases, with rencofilstat, formerly CRV431, as its lead molecule.

The ASCEND-NASH trial was wound down beginning April 19, 2024, because the company did not have access to sufficient funding to finish it. The trial closed in August 2024. The company then licensed diagnostic tests from New Day Diagnostics LLC on May 9, 2025, and liver disease diagnostic assets from Cirna Diagnostics, LLC on February 25, 2026. Under the Cirna license, the company will pay an upfront payment of $50,000, along with milestone and royalty payments the 10-K describes.

The 10-K also gives the terms of the New Day license. The company paid $525,000 in cash and $270,629 in shares of common stock, with up to $17.15 million in milestone payments and royalties on net sales in the upper single to low double digits. The company recorded an impairment loss of $402,746 on the New Day assets after projecting that cash flows over the first two years would not recover the allocated cost.

The 10-K says the company has no commercialization or sales and marketing capabilities and no plans to build them internally. It also says the company does not own or operate any facilities in which it can formulate and manufacture its product candidates.

Financial position

Financial data tagged in the company's SEC filings show research and development expense of $445,512 for the fiscal year ended December 31, 2025, compared with $11.8 million for 2024. Net income (loss) was negative $8.3 million for 2025 and negative $13.2 million for 2024. Cash from operations was negative $3.3 million for 2025 and negative $18.2 million for 2024.

The sources available at the announcement date give no year-end cash or cash equivalents balance, so the cash on hand against the 2025 operating cash use is not known from them.

The 8-K does not say how the company plans to use the proceeds, and it does not describe any further financing steps. The deal adds 61,100,000 shares and warrants over as many shares again, at $0.06, a cent above the offering price. The $3,055,000 raised is less than the $3.3 million the company used in operations in 2025, and the company has no sales capability and has written off $402,746 on diagnostic assets.

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