Hepion gets new 10.2% holder in $500K share deal
An investor group led by KI Holdings Ltd. reports a new 10.2% beneficial stake in Hepion Pharmaceuticals through a $500,000 private placement with additional warrant coverage.
Rhea-AI Filing Summary
Hepion Pharmaceuticals, Inc. (HEPA) is the subject of an amended Schedule 13D reporting that KI Holdings Ltd., associated with investor Donald Kivowitz, has acquired 10,000,000 shares of common stock, representing 10.2% of the outstanding class, giving it sole voting and dispositive power over these shares.
The shares were purchased in a private placement under a Securities Purchase Agreement dated July 31, 2026, for an aggregate purchase price of $500,000, and were issued together with one warrant to purchase up to an additional 10,000,000 shares at an exercise price of $0.06 per share, immediately exercisable subject to a stated Beneficial Ownership Limitation. The filing states the securities were acquired for investment purposes and that the reporting persons may increase, decrease, or maintain their position depending on conditions.
Positive
- None.
Negative
- None.
Filing Explained
The disclosed private placement completed the purchase of 10,000,000 common shares, while the warrant provides conditional capacity for up to 10,000,000 additional shares; exercise would reduce existing holders’ percentage ownership absent offsetting changes.
Key Figures
Shares beneficially owned: 10,000,000 shares
Beneficial ownership percentage: 10.2%
Aggregate purchase price: $500,000
+5 more
8 metrics
Shares beneficially owned
10,000,000 shares
Common stock of Hepion Pharmaceuticals held by KI Holdings Ltd.
Beneficial ownership percentage
10.2%
Percentage of Hepion Pharmaceuticals common stock class represented by 10,000,000 shares
Aggregate purchase price
$500,000
Paid by KI Holdings Ltd. under the Securities Purchase Agreement
Warrant coverage
10,000,000 shares
Shares of common stock subject to warrant received with the purchase
Warrant exercise price
$0.06 per share
Exercise price for the warrant to purchase additional Hepion shares
Sole voting power
10,000,000 shares
Shares over which KI Holdings Ltd. has sole voting power
Sole dispositive power
10,000,000 shares
Shares over which KI Holdings Ltd. has sole dispositive power
Acquisition date
August 3, 2026
Date on which KI Holdings Ltd. acquired the reported securities
Key Terms
Schedule 13D, Securities Purchase Agreement, Beneficial Ownership Limitation, beneficially owned, +2 more
6 terms
Schedule 13D regulatory
"If the filing person has previously filed a statement on Schedule 13D"
A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.
Securities Purchase Agreement financial
"pursuant to that certain Securities Purchase Agreement, dated July 31, 2026"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
Beneficial Ownership Limitation regulatory
"subject to the Beneficial Ownership Limitation contained therein"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
beneficially owned financial
"Aggregate amount beneficially owned by each reporting person 10,000,000.00"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
dispositive power financial
"Sole Dispositive Power 10,000,000.00"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
private placement financial
"for an aggregate purchase price of $500,000 in a private placement"
A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What stake did KI Holdings report in Hepion Pharmaceuticals (HEPA)?
KI Holdings Ltd. reported beneficial ownership of 10,000,000 shares of Hepion Pharmaceuticals common stock, representing 10.2% of the outstanding class, with sole voting and dispositive power over these shares.
How much did KI Holdings pay for its HEPA investment?
KI Holdings Ltd. paid an aggregate purchase price of $500,000 in a private placement for 10,000,000 Hepion Pharmaceuticals common shares together with a warrant to purchase up to an additional 10,000,000 shares.
What warrants did KI Holdings receive in connection with its HEPA investment?
Along with the common shares, KI Holdings Ltd. received one warrant to purchase up to 10,000,000 additional shares of Hepion Pharmaceuticals common stock at an exercise price of $0.06 per share, immediately exercisable subject to a Beneficial Ownership Limitation.
When did KI Holdings acquire the HEPA securities reported on this Schedule 13D/A?
KI Holdings Ltd. acquired the reported Hepion Pharmaceuticals securities on August 3, 2026, pursuant to a Securities Purchase Agreement dated July 31, 2026 between the company and the purchasers party to that agreement.
What are KI Holdings’ stated intentions regarding its HEPA position?
The filing states the securities were acquired for investment purposes. The reporting persons intend to review the investment on an ongoing basis and may acquire more securities, dispose of some or all holdings, or maintain their current position depending on various factors.
Does Donald Kivowitz directly own the HEPA securities reported?
The filing states that Donald Kivowitz did not directly purchase the securities. They were purchased by KI Holdings Ltd., and he may be deemed to beneficially own them solely by virtue of his relationship with KI Holdings Ltd.
AI-generated analysis. How Rhea-AI works. Not financial advice.
