Hepion Pharmaceuticals, Inc. (CTRVP) SEC Filings, May-Aug 2026

Black Global 5, LLC reported acquiring 10,000,000 shares of Hepion Pharmaceuticals, Inc. common stock in a private placement on July 31, 2026, together with a warrant to purchase up to an additional 10,000,000 shares at an exercise price of $0.06 per share for an aggregate $500,000.

The warrant is immediately exercisable but subject to a Beneficial Ownership Limitation, so Black Global currently reports beneficial ownership of 10,000,000 shares, or approximately 11.08% of Hepion’s 90,220,317 shares outstanding following the closing. Red Global 3, LLC and Darin Feinstein may be deemed to share beneficial ownership through their relationships with Black Global and state that the position is held for investment, with flexibility to buy or sell.

Hepion Pharmaceuticals, Inc., a Delaware biotechnology corporation, filed a notice of an exempt securities offering under Regulation D Rule 506(b). The offering involves equity securities and options, warrants or other rights to acquire another security.

The company reports a total amount sold of $3,055,000 USD, with $0 USD remaining to be sold, indicating the offering is fully subscribed as currently reported. The date of first sale is listed as July 31, 2026. No sales commissions or finders’ fees were paid, with finders’ fees disclosed as $0 USD. The issuer declined to disclose its revenue or net asset size.

The filing states no sales compensation is applicable and certifies that the issuer is not disqualified from relying on Rule 504 or Rule 506 under the bad actor provisions. Hepion identifies its industry group as Health Care – Biotechnology and lists its principal place of business in Red Bank, New Jersey.

Hepion Pharmaceuticals, Inc. entered into securities purchase agreements with accredited investors for a private placement of equity and warrants. The company agreed to sell 61,100,000 shares of common stock at an offering price of $0.05 per share and issue warrants to purchase 61,100,000 additional shares, for gross proceeds of $3,055,000.

The warrants are exercisable at $0.06 per share for five years from the date of issuance. The agreements include customary representations, warranties, conditions to closing and indemnification obligations between Hepion and the investors. The offering closed on August 3, 2026.

The securities were offered in reliance on exemptions from Securities Act registration under Section 4(a)(2) and/or Rule 506(b) of Regulation D and applicable state laws. As a result, the common stock and warrants issued may not be offered or sold in the United States without registration or an applicable exemption.

Hepion Pharmaceuticals, Inc. director Gary S. Stetz II filed an initial statement of beneficial ownership on Form 3. The filing identifies him as a director of the company and, based on the structured data, reports no insider purchase, sale, exercise, gift, or other transaction activity.

Hepion Pharmaceuticals, Inc. director Danina Fisher filed an initial Form 3, which is the required statement of beneficial ownership for insiders. This filing lists Fisher as a director but shows no reported transactions or holdings data in the available summary fields.

Hepion Pharmaceuticals, Inc. reported that its Board of Directors appointed Danina Fisher and Gary S. Stetz, II as directors, effective July 1, 2026. This expands the company’s board and adds new oversight at the corporate level.

The filing notes there are no arrangements or understandings with other persons related to their selection, and no family relationships among the new directors and other company figures, except that Gary S. Stetz, II is the son of Interim Chief Executive Officer Gary Stetz.

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.

Hepion Pharmaceuticals, Inc. director LoPriore Chase filed an initial statement of beneficial ownership. The filing reports holdings of 1,250,000 shares of common stock, par value $0.0001 per share, held directly. This Form 3 reflects an existing ownership position rather than a new buy or sell transaction.

Hepion Pharmaceuticals reported a first-quarter 2026 net loss of $810,791, a sharp improvement from $6,105,887 a year earlier, driven mainly by lower general and administrative costs and a much smaller warrant-related fair value loss.

The company generated no revenue and remains pre-commercial. Operating expenses were $798,509, including $70,000 of research and development largely tied to a new Cirna Diagnostics liver-disease diagnostic license, which was expensed as in‑process R&D.

Cash was $2,602,580 at March 31, 2026, aided by a one‑time $1,000,000 refund from a prepaid insurance policy. Hepion subsequently raised $700,000 in an April 21 private placement of 17,500,000 common shares at $0.04 per share, with $250,000 recorded as a subscription liability at quarter‑end.

Management reports an accumulated deficit of $246,908,447 and concludes there is “substantial doubt” about the company’s ability to continue as a going concern without additional capital. The filing also discloses material weaknesses in internal controls and notes the March 16, 2026 resignation of the CEO, followed by a separation agreement providing cash and COBRA benefits.