Hepion Pharmaceuticals, Inc. 8-K

What Happened Hepion Pharmaceuticals, Inc. (HEPA) filed an 8-K reporting that the Board approved an employment agreement for Dr. Kaouthar Lbiati as Chief Executive Officer, effective January 8, 2026 (approved January 13, 2026). The agreement sets her annual base salary, target bonus, deferred pay condition, change-of-control bonus formula, and severance and equity-vesting protections.

Key Details

• Base salary: $350,000 per year; $50,000 of this amount is deferred and payable upon the earlier of (i) an equity financing of ≥ $3,000,000, (ii) the Executive’s termination (except for Cause), or (iii) a Change of Control.
• Annual cash discretionary bonus: target = 35% of base salary, paid based on Board-determined goals.
• Change-of-control bonus: if a Change of Control occurs during her term and Enterprise Value ≥ $5,000,000, Dr. Lbiati accrues a bonus equal to 3.0% of Enterprise Value.
• Termination and severance: for death/permanent disability, a lump sum equal to base salary through 90 days after the event; for termination without cause or resignation for good reason (with release), six months’ base pay, benefits for six months, and a pro rata cash bonus for the year.
• Equity treatment: restricted shares and options scheduled to vest within one year accelerate at certain terminations; in many termination scenarios (including without cause or for good reason) all outstanding unvested time‑based equity awards fully accelerate. Special accelerated vesting and exercisability provisions apply in connection with Change of Control events.
• No related-party arrangements or family relationships were disclosed in connection with her selection.

Why It Matters This filing confirms a leadership change and lays out Dr. Lbiati’s pay and incentive structure, including deferred pay tied to financing, a formula-based Change of Control bonus, and robust severance and equity acceleration protections. For investors, these terms affect the company’s potential cash obligations and equity dilution outcomes in financing, sale, or termination scenarios and clarify management continuity and incentives going forward.