aibioHepion raises $700,000 in a common stock private placement
Tickers HEPA
The agreements dated April 21, 2026 cover 17,500,000 shares at $0.04 per share, and the offering closed the same day. The filing names no underwriter or placement agent.
Key facts
- Company
- Hepion Pharmaceuticals, Inc. (OTC: HEPA)
- News type
- Financings
- Primary source
- Hepion Pharmaceuticals, Inc. 8-K (2026-04-22)
Hepion Pharmaceuticals, Inc. entered into securities purchase agreements on April 21, 2026, to sell 17,500,000 shares of common stock to accredited investors in a private placement. The offering is priced at $0.04 per share for gross proceeds of $700,000. The company says the offering closed on April 21, 2026. The Form 8-K reporting the agreements was filed on April 22, 2026.
The terms
This offering covers common stock only. The filing describes no warrants. The company says the common stock is 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 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. The company was previously focused on drug therapy for chronic liver diseases, and its lead molecule, rencofilstat, formerly CRV431, was a cyclophilin inhibitor.
The company wound down the ASCEND-NASH trial beginning April 19, 2024, after it said it did not have access to sufficient funding to complete the study. The trial closed in August 2024. The 10-K also describes a license with New Day Diagnostics LLC signed on May 9, 2025, for diagnostic tests, and a license with Cirna Diagnostics, LLC signed on February 25, 2026.
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.
Under the Cirna license, the company will pay up to $2,350,000 in milestone payments, up to $4,500,000 in sales milestone payments and a royalty on net sales in the low single digits, plus certain patent expenses.
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 filing date give no year-end cash or cash equivalents balance.
The 8-K does not say how the company plans to use the proceeds from the offering. At $0.04 per share the placement is priced at pennies, and $700,000 is well short of the $3.3 million the company used in operations in 2025. The company says it has no sales capability, and its main drug trial was wound down in 2024.