Hepion Pharmaceuticals Enters $400K Private Placement Offering

What Happened Hepion Pharmaceuticals, Inc. announced on August 25, 2026 (reported in an 8-K) that it entered into securities purchase agreements to sell an aggregate of 8,000,000 shares of common stock and warrants to purchase 8,000,000 shares in a private placement. The offering price was $0.05 per share, producing gross proceeds of $400,000. The warrants are exercisable at $0.06 per share for five years.

Key Details

• Offering size: 8,000,000 shares of common stock and 8,000,000 warrants.
• Price and proceeds: $0.05 per share; gross proceeds of $400,000.
• Warrant terms: $0.06 exercise price; 5-year term from issuance.
• Regulatory status: Offered in a private placement relying on Section 4(a)(2) and/or Rule 506(b) of Regulation D; the securities are unregistered and subject to resale restrictions.
• Agreements include customary representations, conditions and indemnities; form agreements are filed as exhibits to the 8-K.

Why It Matters This transaction provides Hepion with $400,000 in immediate gross proceeds and potential future capital if the warrants are exercised. The issuance is dilutive to existing shareholders because 8 million new shares (plus potential shares from warrant exercises) will be added to the company’s capital base. Because the offering was done in a private placement and the securities are unregistered, the new shares/warrants carry resale restrictions that can limit short‑term liquidity for investors.