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Hepion Pharmaceuticals, Inc. (HEPA) discloses that its board and majority stockholders, acting by written consent, have approved three major corporate actions: a potential reverse stock split, a large increase in authorized common shares, and a significant expansion of its 2023 Omnibus Equity Incentive Plan. The reverse split would reclassify issued and outstanding common stock at a ratio between 1-for-20 and 1-for-50, at the board’s discretion, any time up to the one-year anniversary of the August 31, 2026 record date, with fractional shares rounded up to the next whole share. The company’s certificate will also be amended to raise authorized common stock from 120,000,000 to 750,000,000 shares, leaving preferred stock authorization at 20,000,000 shares. The equity plan share reserve will increase from 8,000,000 to 18,000,000 shares, which Hepion states is about 18.3% of basic and 10.2% of fully diluted common shares as of the record date. These actions were approved by written consent of holders of a majority of the outstanding common stock and will become effective only after required notice periods and the filing of the respective charter amendments.
Hepion Pharmaceuticals, Inc. (HEPA) reported that director Michael J. Purcell received a grant of stock options on August 19, 2026 to acquire 299,000 shares of common stock at an exercise price of $0.08 per share. These options become exercisable on August 19, 2027 and expire on August 19, 2036, leaving him with 299,000 options held directly after the award. No Rule 10b5-1 trading plan is reported for this grant.
Hepion Pharmaceuticals, Inc. (HEPA) entered into a financing transaction with Gravitas Capital LP on September 3, 2026, issuing a $500,000 secured convertible note and a warrant for 12,500,000 shares of common stock. The note bears 8% annual interest, payable in kind, and matures on September 3, 2027. It is convertible at the option of Gravitas at $0.04 per share any time on or after September 3, 2026, upon stockholder approval of an increase in authorized common shares. The warrant is exercisable at $0.06 per share from the same approval-based initial exercise date until September 3, 2031. The note is secured by all of the company’s assets under a separate security agreement, and the transaction documents include customary representations, covenants, conditions to closing, indemnification, and termination provisions.
Hepion Pharmaceuticals, Inc. (HEPA) has obtained written consent from holders of a majority of its common stock to approve three major actions without holding a stockholder meeting. First, the board may implement a reverse stock split of the outstanding common stock at a ratio between 1-for-20 and 1-for-50, at its discretion and within one year of the record date, with fractional shares rounded up to the next whole share. Second, Hepion will amend its Certificate of Incorporation to increase authorized common shares from 120,000,000 to 750,000,000, while keeping authorized preferred stock at 20,000,000 shares. Third, the 2023 Omnibus Equity Incentive Plan share reserve will be increased from 8,000,000 to 18,000,000 shares. These actions, already approved by the board and majority stockholders, will take effect after required notice periods and upon filing the related charter amendments in Delaware.
Hepion Pharmaceuticals, Inc. (HEPA) entered into securities purchase agreements with certain accredited investors for a private placement of 8,000,000 shares of common stock and warrants to purchase 8,000,000 shares of common stock at an offering price of $0.05 per share, for gross proceeds of $400,000. The warrants are exercisable at an exercise price of $0.06 per share for a term of five years from issuance. The securities are being issued in an unregistered private offering relying on Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D, and may not be offered or sold in the United States without registration or an applicable exemption. The agreements include customary representations, warranties, conditions to closing, indemnification obligations, and termination provisions.
Hepion Pharmaceuticals, Inc. (HEPA) reported that Interim CEO and director Gary S. Stetz received a grant of stock options for 1,345,500 shares of common stock. The options have an exercise price of $0.08 per share and expire on August 19, 2036. According to the grant terms, 336,375 options vest immediately, and the remaining options vest in equal monthly installments over six months from the grant date.
Hepion Pharmaceuticals, Inc. (HEPA) reported that Executive Chairman Vincent S. LoPriore received a grant of stock options on 2026-08-19. The award covers 1,345,500 options to acquire common stock at an exercise price of $0.08 per share, expiring on 2036-08-19. According to the footnote, 336,375 options vest upon grant and the remaining options vest in equal monthly installments over six months from the grant date. Following this grant, LoPriore holds 1,345,500 stock options directly.
Hepion Pharmaceuticals, Inc. (HEPA) reported that director and officer Chase LoPriore, VP, Corp. Dev., received a grant of stock options for 1,345,500 shares of Common Stock on August 19, 2026. The options have a conversion or exercise price of $0.08 per share and expire on August 19, 2036. According to the vesting terms, 336,375 options vest upon grant and the remaining options vest in equal monthly installments over six months from the grant date. Following this grant, LoPriore holds 1,345,500 stock options directly.
Hepion Pharmaceuticals, Inc. (HEPA) reported that director Danina Fisher received a grant of stock options to acquire 299,000 shares of common stock. The options have an exercise price of $0.08 per share, become exercisable on August 19, 2027, and expire on August 19, 2036. Following this grant, Fisher holds 299,000 derivative securities directly.
Hepion Pharmaceuticals, Inc. (HEPA) reported that director James Gordon Liddy received a grant of stock options. The award covers 299,000 stock options, each for one share of common stock, with an exercise price of $0.08 per share, exercisable from August 19, 2027 until August 19, 2036. Following this grant, he holds 299,000 stock options directly.