8-KFiled Aug 3, 8:00 PM ET

Hepion Pharmaceuticals Enters Private Placement, Raises $3.055M

$HEPA · Hepion Pharmaceuticals, Inc.

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Hepion Pharmaceuticals Enters Private Placement, Raises $3.055M

What Happened Hepion Pharmaceuticals, Inc. announced it entered into securities purchase agreements on July 31, 2026 and closed a private placement on August 3, 2026, selling 61,100,000 shares of common stock and warrants to purchase 61,100,000 shares for gross proceeds of $3,055,000. The securities were sold to accredited investors under exemptions to registration (Section 4(a)(2) and/or Rule 506(b) of Regulation D).

Key Details

  • Offering size: 61,100,000 shares of common stock and warrants to purchase 61,100,000 shares.
  • Price and proceeds: $0.05 per share; gross proceeds of $3,055,000.
  • Warrant terms: exercisable at $0.06 per share for five (5) years from issuance.
  • Registration status: Securities not registered under the Securities Act and issued in a private placement; customary representations, conditions and indemnities included in the purchase agreements.

Why It Matters This transaction provides Hepion with near-term financing of about $3.06 million, which can help fund operations or development programs without a public offering. The issuance of a large number of low-priced shares and warrants will increase the company’s outstanding share count and could dilute existing shareholders if warrants are exercised. Investors should note the private, unregistered nature of the sale and the low exercise price and five-year term of the warrants when assessing potential dilution and capital runway.