aibioHepion sells 8,000,000 shares and warrants in a $400,000 private placement
Tickers HEPA
The agreements are dated August 25, 2026, and priced at $0.05 per share. 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 (2026-08-27)
Hepion Pharmaceuticals, Inc. agreed to sell 8,000,000 shares of common stock and warrants to purchase another 8,000,000 shares to accredited investors in a private placement. The agreements are dated August 25, 2026, and the company disclosed them in a Form 8-K filed on August 27, 2026. The offering is priced at $0.05 per share for gross proceeds of $400,000.
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 under 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 closing conditions, 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. Both exhibits are incorporated by reference to an earlier 8-K filed on August 4, 2026.
The filing names no underwriter or placement agent for the offering, and it names no financial advisor or counsel. The 8-K is signed by Gary Stetz, Interim Chief Executive Officer.
The company and its history
Hepion describes itself in its annual report on Form 10-K, filed March 12, 2026, as a medical diagnostic company headquartered in Morristown, New Jersey. The company was previously focused on drug therapy for chronic liver diseases. Its lead molecule, rencofilstat, formerly CRV431, was a cyclophilin inhibitor being developed for several complex pathologies of liver disease.
The company began winding down its ASCEND-NASH clinical trial on April 19, 2024, because it did not have access to sufficient funding to complete the study as designed. All clinical trial activities were completed and the trial closed in August 2024. The 10-K lists diagnostic licenses signed since then. On May 9, 2025, the company licensed diagnostic tests for celiac disease, respiratory multiplex, H. pylori and hepatocellular carcinoma from New Day Diagnostics LLC. On February 25, 2026, it licensed liver disease diagnostic assets from Cirna Diagnostics, LLC, with an upfront payment of $50,000.
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.
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.
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.
Year-end cash and cash equivalents were $1.8 million at the end of 2025 and $406,408 at the end of 2024. At June 30, 2026, cash and cash equivalents were $1.6 million, according to the company's 10-Q.
The 8-K does not say how the company plans to use the proceeds from the placement, and it does not describe any further financing steps. The raise is small. At $400,000 it is a fraction of the $3.3 million the company used in operations in 2025, and the warrants cover as many shares again as the placement sells, at $0.06 per share, a cent above the offering price. The business the money supports is a diagnostics licensor that wound down its lead drug trial, has no sales capability and has already written off $402,746 on the New Day assets.