Hepion Pharmaceuticals: buys Gravitas for $2,000,000 cash and 25,000,000 shares

What happened

• The filing says that on Oct 6, 2026 Hepion Pharmaceuticals, Inc. entered into a Membership Interest Purchase Agreement and closed the acquisition of all issued and outstanding membership interests of Gravitas Life Sciences, LLC.
• The Purchase Consideration paid at the closing consisted of $2,000,000 in cash and 25,000,000 shares of the Company’s common stock (the filing states the Stock Consideration equals $2,250,000 divided by the Buyer Closing Stock Price). The Company also paid an additional $135,000 to the Sole Member at closing.

Key details

• Closing date: Oct 6, 2026.
• Cash paid: $2,000,000 to the Sole Member, plus an additional $135,000 paid to the Sole Member.
• Stock issued: 25,000,000 shares subject to a cap so total issued will not exceed 19.99% of outstanding common stock immediately following issuance; any reduction would be settled in cash.
• Financing/notes: At closing the Company paid Canton Strategic Holdings, Inc. $1,000,000 and GLS paid $125,000 (from the $2,000,000 cash) as a mandatory prepayment on an existing Canton Seller Note; the Canton Seller Note was amended so the Company is the sole maker of the remaining obligations.
• Transfer restrictions and registration: the Buyer Closing Shares are subject to a lock-up until the earlier of the six-month anniversary of closing or registration for resale, are subject to forfeiture in certain circumstances, and the Sole Member has piggyback registration rights.
• Related parties and review: Vincent LoPriore, Gary Stetz, Sireesh Appajosyula and Chase LoPriore are officers of GLS and shareholders of the Sole Member; each disclosed his interest, recused and abstained from board consideration; the disinterested board approved the Purchase Agreement and Hepion obtained a fairness opinion from Ryan Valuation Services. President Street Global, LLC acted as advisor; the filing notes ties between certain directors and PSG.

Why it may matter

• The filing reports Item 1.01 (entry into a material definitive agreement) and Item 2.01 (completion of acquisition or disposition of assets) describing the Purchase Agreement and the closing on Oct 6, 2026.
• The filing also reports Item 3.02 (unregistered sale of equity securities) for the stock issued and Item 5.02 (departure or election of officers and directors): the board appointed Sireesh Appajosyula as chief executive officer and Gary Stetz as chief financial officer, each effective Oct 9, 2026.
• This filing does not explain why the insider traded or why the company acted.