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  4. [8-K] Hepion Pharmaceuticals, Inc. Reports Material Event

Hepion raises $500K in secured convertible note deal

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.

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

Positive

  • $500,000 secured financing provides additional capital through a convertible note with attached warrant.
  • Conversion price of $0.04 per share and warrant exercise price of $0.06 per share may offer flexibility to convert debt to equity upon stockholder approval.

Negative

  • The note is secured by all of the company’s assets, increasing encumbrance on Hepion’s asset base.
  • Issuance of a warrant for 12,500,000 shares and potential share issuance on note conversion create the possibility of significant equity dilution if exercised after stockholder approval.
  • The note carries 8% annual interest, payable in kind, adding to Hepion’s financial obligations until conversion or repayment.

Filing Explained

Hepion now carries a $500,000 secured debt obligation; stockholder approval still gates any added common shares from the note or warrant.

Hepion Pharmaceuticals has issued the $500,000 secured convertible note and warrant, creating a debt obligation now while the equity features remain dependent on stockholder approval of more authorized common shares; if enabled, they can increase the share count and reduce existing holders’ percentage ownership.

The filing records an executed, unregistered financing rather than a completed conversion or warrant exercise: issuance is disclosed, but no conversion or exercise is reported.

As of June 30, 2026, cash and equivalents were $1,628,625 and second-quarter operating cash flow was an outflow of $1,393,955; at that reported rate, the cash balance equals 106.3 days of operating cash use.

Sources and calculations
  • Available liquidity against the last reported quarterly operating outflow, in days at that rate $1,628,625 / ($1,393,955 / 91) = 106.3 days
Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Secured Convertible Note Principal $500,000 Issued to Gravitas Capital LP on September 3, 2026
Annual Interest Rate 8% Interest on the secured convertible note, payable in kind
Note Maturity Date September 3, 2027 Scheduled maturity of the secured convertible note
Conversion Price $0.04 per share Price at which the note may be converted into common stock after approval
Warrant Shares 12,500,000 shares Number of common shares underlying the warrant issued to Gravitas
Warrant Exercise Price $0.06 per share Exercise price for the warrant shares
Warrant Expiration Date September 3, 2031 Last date the warrant may be exercised
convertible note purchase agreement financial
"entered into a convertible note purchase agreement (the “Agreement”) with Gravitas"
A convertible note purchase agreement is a contract where an investor lends money to a company through a short-term loan that can later convert into shares instead of being repaid in cash. Think of it as giving a company a loan with an agreed option to swap that loan for ownership at a future financing; it matters to investors because the conversion terms determine potential ownership, risk, timing, and how much existing shareholders may be diluted.
secured convertible note financial
"the Company issued a $500,000 secured convertible note (the “Note”) to Gravitas"
A secured convertible note is a loan to a company that is backed by specific assets (secured) and can be changed into company shares (convertible) instead of being paid back in cash. For investors this matters because it mixes lower risk—because collateral gives repayment priority if things go wrong—with potential upside through stock conversion, while also affecting future ownership and how much existing shareholders may be diluted.
warrant financial
"along with a warrant to purchase 12,500,000 shares of Common Stock"
A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.
payable in kind financial
"The Note bears interest at 8% per annum, payable in kind"
Payable in kind (PIK) is a payment option where a borrower or issuer fulfills interest or dividend obligations by issuing additional debt or shares instead of paying cash. For investors this matters because it preserves the issuer’s cash flow in the short term but increases the amount owed or dilutes ownership, so it can raise credit risk, change yield expectations and reduce liquidity compared with cash payments.
convertible note security agreement financial
"entered into a convertible note security agreement (the “Security Agreement”)"

FAQ

What financing did HEPA announce on September 3, 2026?
Hepion Pharmaceuticals entered into a transaction with Gravitas Capital LP involving a $500,000 secured convertible note and a warrant to purchase 12,500,000 shares of common stock, subject to customary agreements and a separate security agreement over all company assets.

What are the key terms of HEPA’s new convertible note?
The note has a principal amount of $500,000, bears 8% annual interest payable in kind, and matures on September 3, 2027. It is convertible at $0.04 per share at Gravitas’s option on or after September 3, 2026, following stockholder approval of increased authorized common shares.

What are the terms of the new HEPA warrant issued to Gravitas?
The warrant allows Gravitas to purchase 12,500,000 common shares at an exercise price of $0.06 per share. It becomes exercisable on or after September 3, 2026, upon stockholder approval of an increase in authorized common shares, and remains exercisable until September 3, 2031.

How is Hepion’s new note secured?
Hepion and Gravitas entered into a convertible note security agreement under which the $500,000 note is secured by all of Hepion’s assets, providing collateral support for Gravitas in connection with the financing.

How could the HEPA financing affect existing shareholders?
If stockholders approve an increase in authorized common shares, Gravitas may convert the note at $0.04 per share and exercise the warrant for 12,500,000 shares at $0.06 per share, potentially resulting in substantial dilution of existing equity holdings.

When does the HEPA convertible note mature and when do the instruments become exercisable?
The note matures on September 3, 2027. Both the note conversion right and the warrant become available on or after September 3, 2026, contingent on stockholder approval of an increase in authorized common shares; the warrant expires on September 3, 2031.

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

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false 0001583771 0001583771 2026-09-03 2026-09-03 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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): September 3, 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 1.01 Entry into a Material Definitive Agreement.

 

On September 3, 2026, Hepion Pharmaceuticals, Inc. (the “Company”) entered into a convertible note purchase agreement (the “Agreement”) with Gravitas Capital LP (“Gravitas”) pursuant to which the Company issued a $500,000 secured convertible note (the “Note”) to Gravitas along with a warrant to purchase 12,500,000 shares of Common Stock of the Company (the “Warrant”). The Note bears interest at 8% per annum, payable in kind and has a maturity date of September 3, 2027. In addition, the Note is convertible at any time on or after September 3, 2026 upon stockholder approval of an increase in the authorized shares of the Company’s Common Stock at the option of Gravitas at a conversion price of $0.04 per share. The Warrant is exercisable on or after September 3, 2026 upon stockholder approval of an increase in the authorized shares of the Company’s Common Stock (the “Initial Exercise Date”) and on or prior to the close of business at 5:00 p.m. (New York City time) on September 3, 2031at an exercise price of $0.06 per share. In addition, the Company and Gravitas entered into a convertible note security agreement (the “Security Agreement”) pursuant to which the Note is secured by all of the assets of the Company.

 

The Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, other obligations of the parties and termination provisions.

 

The foregoing descriptions of the Note, the Warrant, the Agreement and the Security Agreement do not purport to be complete and is qualified in its entirety by reference to the full text of the Note, the Warrant, the Agreement and the Security Agreement, copies of which are filed as Exhibit 4.1, 4.2, 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information set forth above under Item 1.01 is incorporated herein by reference.

 

Item 3.02 Unregistered Sale of Equity Securities.

 

The information set forth above under Item 1.01 is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number   Description
     
4.1   Form of Convertible Note
4.2   Form of Warrant
10.1   Form of Convertible Note Purchase Agreement.
10.2   Form of Convertible Note Security Agreement
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

-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: September 8, 2026 Hepion Pharmaceuticals, Inc.
     
  By: /s/ Gary Stetz
    Gary Stetz
    Interim Chief Executive Officer

 

-3-

 

Source: View Original Filing on SEC EDGAR

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