Hepion (HEPA) investors approve 8M-share equity plan and elect board

Rhea-AI Filing Summary

Hepion Pharmaceuticals reported the results of its 2026 annual stockholder meeting. Stockholders elected five directors – Gary Stetz, Vincent LoPriore, Michael Purcell, Sireesh Appajosyula, and Chase LoPriore – each receiving about 13.2 to 13.5 million votes in favor, with relatively few withheld and 4.8 million broker non-votes.

Stockholders also ratified Grassi & Co., CPAs, P.C. as independent auditors for the year ending December 31, 2026, with 18,128,998 votes for and limited opposition. In a key compensation item, they approved an amendment to the 2023 Omnibus Equity Incentive Plan to increase the shares issuable under the plan to 8,000,000 from 200,000. As of April 28, 2026, there were 29,119,476 common shares outstanding, including shares issuable upon conversion of Series A Preferred Stock.

Insights

Equity compensation and governance analyst

Shareholders backed all proposals, including a major expansion of the equity incentive pool.

Stockholders of Hepion Pharmaceuticals approved all three items on the agenda. Director elections and auditor ratification were straightforward, with strong support and typical broker non-vote levels on director items.

The most notable change is the amendment to the 2023 Omnibus Equity Incentive Plan, raising the shares issuable to 8,000,000 from 200,000. With 29,119,476 common shares outstanding as of April 28, 2026, this creates substantial capacity for future stock-based awards, which can help attract and retain talent but may increase dilution over time as awards are granted and vest.

Future proxy statements and compensation disclosures will show how quickly the new share pool is used and which groups of employees and executives receive the bulk of these equity awards.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares outstanding on record date: 29,119,476 shares Series A conversion shares: 85,581 shares Equity plan share increase: to 8,000,000 from 200,000 shares +3 more

6 metrics

Shares outstanding on record date 29,119,476 shares Common stock outstanding as of April 28, 2026

Series A conversion shares 85,581 shares Common shares issuable upon conversion included in outstanding

Equity plan share increase to 8,000,000 from 200,000 shares 2023 Omnibus Equity Incentive Plan amendment approved

Auditor ratification votes for 18,128,998 votes Grassi & Co., CPAs, P.C. ratified for 2026

Equity plan approval votes for 13,442,072 votes Votes supporting plan amendment

Largest director support 13,503,469 votes for Votes for director nominee Sireesh Appajosyula

Key Terms

record date, Broker Non-Vote, Omnibus Equity Incentive Plan, independent auditors

4 terms

record date financial

"As of April 28, 2026, the record date for the Meeting, there were 29,119,476 shares"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

Broker Non-Vote financial

"Name | | Votes For | | Withhold | | Broker Non-Vote"

Omnibus Equity Incentive Plan financial

"To approve an amendment to the Company’s 2023 Omnibus Equity Incentive Plan to increase the number of shares"

A single, company-wide plan that lets a business grant different kinds of stock-based pay — such as stock options, shares that vest over time, or other equity awards — to employees, directors and consultants. It matters to investors because it determines how much of the company can be paid out in shares, how quickly those shares enter the market, and how well employees are motivated to grow the business; think of it as a toolbox or menu for paying with ownership stakes that can dilute existing holders and affect company performance.

independent auditors financial

"To ratify the appointment of Grassi & Co., CPAs, P.C, as the Company’s independent auditors"

Independent auditors are outside, licensed accountants who examine a company’s books, records and internal controls and issue an objective opinion on whether the financial statements accurately reflect the business’s financial position. Investors treat their report like a neutral inspector’s stamp — it increases trust, makes financial results easier to compare, and alerts readers if there are errors, omissions or other problems that could affect investment decisions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Available on EDGAR 06/17/2026 - 04:16 PM Accepted by SEC EDGAR 06/17/2026 - 04:15 PM Learn about SEC filing dates

FAQ

What did Hepion Pharmaceuticals (HEPA) shareholders vote on at the 2026 annual meeting?

Shareholders voted on electing five directors, ratifying Grassi & Co., CPAs, P.C. as independent auditors for 2026, and amending the 2023 Omnibus Equity Incentive Plan to increase shares issuable under the plan to 8,000,000 from 200,000.

Who was elected to Hepion Pharmaceuticals’ (HEPA) board of directors in 2026?

Shareholders elected Gary Stetz, Vincent LoPriore, Michael Purcell, Sireesh Appajosyula, and Chase LoPriore as directors. Each received roughly 13.2 to 13.5 million votes for, with relatively few withheld votes and 4.8 million broker non-votes reported for each nominee.

Did Hepion Pharmaceuticals (HEPA) shareholders approve the new equity incentive plan shares?

Yes, shareholders approved increasing the shares issuable under the 2023 Omnibus Equity Incentive Plan to 8,000,000 from 200,000. The proposal received 13,442,072 votes for, 208,879 against, 1,751 abstentions, and 4,816,704 broker non-votes at the 2026 annual meeting.

Which audit firm did Hepion Pharmaceuticals (HEPA) shareholders ratify for 2026?

Shareholders ratified Grassi & Co., CPAs, P.C. as Hepion’s independent auditors for the fiscal year ending December 31, 2026. The ratification received 18,128,998 votes for, 116,985 against, 223,423 abstentions, and no broker non-votes reported on this proposal.

How many Hepion Pharmaceuticals (HEPA) shares were outstanding on the 2026 meeting record date?

As of April 28, 2026, the record date for the annual meeting, Hepion had 29,119,476 shares of common stock outstanding. This figure includes 85,581 shares of common stock issuable upon conversion of the company’s Series A Preferred Stock, as disclosed in the meeting results.

What level of support did Hepion Pharmaceuticals (HEPA) director nominees receive?

Director nominees each received strong support, with votes for ranging from 13,186,912 to 13,503,469. Withheld votes were comparatively small, between 149,233 and 465,790, and there were 4,816,704 broker non-votes recorded for each director election item at the annual meeting.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 17, 2026

Hepion Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-36856		46-2783806
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS Identification No.)

34 Shrewsbury Ave., Suite 1D

Red Bank, NJ 07701

(Address of principal executive offices)

(732) 902-4000

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:		Trading Symbol(s)		Name of each exchange on which registered:
Common Stock, par value $0.0001 per share		HEPA		OTC QB

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 17, 2026, Hepion Pharmaceuticals, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Meeting”).

As of April 28, 2026, the record date for the Meeting, there were 29,119,476 shares of our common stock outstanding (including 85,581 shares of common stock issuable upon conversion of the Series A Preferred Stock).

At the Meeting, the stockholders voted on the following three proposals and cast their votes as follows:

1. To elect the five (5) persons named herein as nominees for directors of the Company, to hold office until the next annual meeting of stockholders and until their respective successors have been duly elected and qualified consisting of Gary Stetz, Vincent LoPriore, Michael Purcell, Sireesh Appajosyula and Chase LoPriore.

Name		Votes For		Withhold		Broker Non-Vote
Gary Stetz		13,498,755		153,947		4,816,704
Vincent LoPriore		13,492,507		160,195		4,816,704
Michael Purcell		13,186,912		465,790		4,816,704
Sireesh Appajosyula		13,503,469		149,233		4,816,704
Chase LoPriore		13,492,110		160,592		4,816,704

2. To ratify the appointment of Grassi & Co., CPAs, P.C, as the Company’s independent auditors for the fiscal year ending December 31, 2026.

Votes For		Votes Against		Votes Abstained		Broker Non-Vote
18,128,998		116,985		223,423		0

3. To approve an amendment to the Company’s 2023 Omnibus Equity Incentive Plan to increase the number of shares issuable thereunder to 8,000,000 from 200,000.

Votes For		Votes Against		Votes Abstained		Broker Non-Vote
13,442,072		208,879		1,751		4,816,704

-2-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 17, 2026	Hepion Pharmaceuticals, Inc.
	By:	/s/ Gary Stetz
		Gary Stetz
		Interim Chief Executive Officer

-3-

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB