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2026-10-01
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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): October 1, 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 5.03 |
Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year. |
On
October 1, 2026, Hepion Pharmaceuticals, Inc. (the “Company”) filed a Certificate of Amendment to the Company’s Certificate
of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware and the Certificate
of Amendment became effective on filing. The Certificate of Amendment increased the authorized number of shares of common stock of the
Company to 750,000,000. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the
full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated
herein by reference.
| Item
9.01 |
Financial Statements and Exhibits |
(d)
Exhibits
| 3.1 |
Certificate of Amendment to Certificate of Incorporation of Hepion Pharmaceuticals, Inc. |
SIGNATURE
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.
Dated:
October 2, 2026
| |
HEPION PHARMACEUTICALS, INC. |
| |
|
|
| |
By: |
/s/ Gary Stetz |
| |
|
Gary Stetz |
| |
|
Interim Chief Executive Officer |
