aibioHepion Pharmaceuticals issues $500,000 secured convertible note to Gravitas
Tickers HEPA
The note bears 8% interest payable in kind and matures September 3, 2027. It converts at $0.04 per share after stockholders approve more authorized shares.
Key facts
- Company
- Hepion Pharmaceuticals, Inc. (OTC: HEPA)
- News type
- Debt Financing
- Primary source
- Hepion Pharmaceuticals, Inc. 8-K (2026-09-08)
Hepion Pharmaceuticals, Inc. entered into a convertible note purchase agreement with Gravitas Capital LP on September 3, 2026, according to a Form 8-K filed on September 8, 2026. The company issued a $500,000 secured convertible note to Gravitas, along with a warrant to buy 12,500,000 shares of common stock. Gravitas Capital LP is the lender, and the filing names no placement agent or advisor.
Terms and dilution
The note bears interest at 8% a year, payable in kind, and matures on September 3, 2027. It becomes convertible on or after September 3, 2026, but only after stockholders approve an increase in the company's authorized common stock. Gravitas may convert at $0.04 per share. The warrant has the same stockholder-approval condition, an exercise price of $0.06 per share, and an expiry on or before September 3, 2031. The filing does not say when that vote will be held.
The note is secured by all of the company's assets under a convertible note security agreement. The purchase agreement contains customary representations, warranties, indemnification obligations and termination provisions. The 8-K lists the common stock as trading under the symbol HEPA on the OTC QB.
A former drug developer
Hepion's 10-K says the company is now a medical diagnostic company. Until recently it developed rencofilstat, a cyclophilin inhibitor for chronic liver disease. The company began winding down its ASCEND-NASH trial in April 2024 and said it did not have sufficient funding to complete the study. The company said it did not have access to sufficient funding to complete the study as designed, and the trial was closed in August 2024.
In May 2025 Hepion in-licensed diagnostic tests from New Day Diagnostics LLC for celiac disease, respiratory multiplex, H. pylori and hepatocellular carcinoma. It paid $525,000 in cash and $270,629 in common stock, with up to $17.15 million in milestones plus royalties on net sales. The celiac, respiratory and H. pylori tests carry CE marks for sale in the European Union, but not in the United States. The 10-K records an impairment of $402,746 on that license, and states the company has no commercialization or sales and marketing capabilities and no plans to build them internally. In February 2026 it also licensed liver disease diagnostic assets from Cirna Diagnostics, LLC, with an upfront payment of $50,000, up to $2,350,000 in milestones, up to $4,500,000 in sales milestones and a low single-digit royalty.
In May 2025 Hepion also sold all rencofilstat patent assets, know-how, clinical trial data and drug product to Panetta Partners Limited for a nominal amount. Panetta agreed to a contingent value right for Hepion stockholders: US$500,000 on FDA approval of the first new drug application, US$1,000,000 when net sales first exceed US$350,000,000, and US$3,000,000 when they exceed US$750,000,000.
Losses and cash
The net loss was $8.3 million in 2025, down from $13.2 million in 2024. That improvement comes with a smaller operation: cash used in operations fell to $3.3 million in 2025 from $18.2 million in 2024, and research and development expense was $445,512 in 2025 against $11.8 million in 2024. Cash and cash equivalents were $1.6 million at June 30, 2026. The $500,000 note is set against that balance, and the 8-K does not state the net proceeds. The 10-K says projected cash flow from the New Day tests would not recover their cost in the first two years of the license, so the full cost was expensed.
The 8-K is signed by Gary Stetz, interim chief executive officer. The filing lists the note, the warrant, the purchase agreement and the security agreement as exhibits, and it does not say whether the company plans further financings.
What comes next depends on the stockholder vote. Until holders approve more authorized shares, the note cannot convert and the warrant cannot be exercised, and the 8-K gives no date for that vote.