Hepion Pharmaceuticals (HEPA) CEO and director step down with severance deal

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Hepion Pharmaceuticals, Inc. reported leadership changes and a separation package for its former chief executive. The company entered into a separation agreement with former CEO Dr. Kaouthar Lbiati effective April 13, 2026, following her earlier resignation for personal reasons.

Under this agreement, Dr. Lbiati will receive $225,000, a $30,625 payment representing the pro‑rated portion of her potential cash bonus, and reimbursement of her COBRA health insurance payments for six months. She also agreed to a general release and confidentiality provisions. On the same date, Dr. Lbiati resigned as a director of the company, leaving both her executive and board roles.

Positive

None.

Negative

Loss of CEO and director: Former CEO Dr. Kaouthar Lbiati resigned as chief executive and also stepped down as a director on April 13, 2026, creating simultaneous changes in both management and board leadership.

Insights

CEO and director departures concentrate attention on succession and stability.

The filing confirms that Hepion Pharmaceuticals’ CEO, Dr. Kaouthar Lbiati, previously resigned for personal reasons and has now entered a formal separation agreement. She is receiving $225,000, a pro‑rated potential bonus of $30,625, and six months of COBRA reimbursement, typical of negotiated executive severance.

Her concurrent resignation as a director on April 13, 2026 removes her from both management and board oversight. The interim chief executive officer, Gary Stetz, has signed on behalf of the company, underscoring a transition period in leadership. Future disclosures in periodic reports may clarify long‑term leadership plans and any additional board changes.

8-K Event Classification

2 items: 1.01, 5.02

2 items

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Severance cash payment: $225,000 Pro-rated potential bonus: $30,625 COBRA reimbursement period: 6 months +1 more

4 metrics

Severance cash payment $225,000 Paid to former CEO under April 13, 2026 separation agreement

Pro-rated potential bonus $30,625 Pro‑rata portion of former CEO’s potential cash bonus

COBRA reimbursement period 6 months Duration of health insurance reimbursement for former CEO

Separation date April 13, 2026 Effective date of separation agreement and director resignation

Key Terms

separation agreement, general release, COBRA, emerging growth company

4 terms

separation agreement financial

"the Company entered into a separation agreement with Dr. Lbiati pursuant to which, among other things, she will be paid"

A separation agreement is a written contract that spells out the financial and legal terms when an employee and a company part ways, such as final pay, severance, continued benefits, confidentiality, and any release of claims. For investors, it matters because these agreements determine immediate costs, potential future liabilities, and whether departing staff are restricted from competing or disclosing information—factors that can affect a company’s cash flow, risk profile, and leadership continuity.

general release legal

"pursuant to the separation agreement, Dr. Lbiati agreed to a general release and confidentiality"

COBRA financial

"reimbursement of her COBRA payments for 6 months"

COBRA is a U.S. federal law that lets employees and their dependents temporarily keep employer-sponsored health insurance after job loss, reduction in hours, or other qualifying events by paying the premiums themselves. Investors should care because offering COBRA can affect a company’s cash flow, administrative costs and legal disclosures when workforce changes occur—similar to a former club member paying to keep their membership active after leaving the club.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Understanding 8-K Material Events →

04/14/2026 - 04:30 PM

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): April 13, 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)

55 Madison Ave., Suite 400-PMB# 4362

Morristown, NJ 07960

(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.

Previously on March 16, 2026, Hepion Pharmaceuticals, Inc. (the “Company”) disclosed that Dr. Kaouthar Lbiati, CEO resigned as CEO for personal reasons. On April 13, 2026 (the “Separation Date”), the Company entered into a separation agreement with Dr. Lbiati pursuant to which, among other things, she will be paid (i) $225,000, (ii) $30,625 representing the pro-rata portion of her potential cash bonus and (iii) reimbursement of her COBRA payments for 6 months.

Further, pursuant to the separation agreement, Dr. Lbiati agreed to a general release and confidentiality

Item 5.02

Departure of Directors or Certain Officers: Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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

On April 13, 2026, Dr. Lbiati resigned as a director of the Company.

-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: April 14, 2026	Hepion Pharmaceuticals, Inc.

	By:	/s/ Gary Stetz
		Gary Stetz
		Interim Chief Executive Officer

-3-

Source: View Original Filing on SEC EDGAR

FAQ

What leadership change did Hepion Pharmaceuticals (HEPA) disclose?

Hepion Pharmaceuticals disclosed that former CEO Dr. Kaouthar Lbiati, who had previously resigned for personal reasons, also resigned as a director on April 13, 2026. This means she no longer holds any executive or board role at the company.

What severance is Hepion Pharmaceuticals (HEPA) paying its former CEO?

Under a separation agreement effective April 13, 2026, Hepion will pay former CEO Dr. Kaouthar Lbiati $225,000 plus $30,625 as a pro‑rated portion of her potential cash bonus, along with reimbursement of her COBRA health insurance payments for six months.

Did Hepion Pharmaceuticals’ former CEO agree to any conditions in the separation?

Yes. As part of the April 13, 2026 separation agreement, former CEO Dr. Kaouthar Lbiati agreed to a general release and confidentiality provisions. In exchange, she receives cash payments and six months of COBRA reimbursement as her negotiated separation benefits.

Who is currently signing on behalf of Hepion Pharmaceuticals (HEPA)?

The report is signed by Gary Stetz as Interim Chief Executive Officer. His signature on the April 14, 2026 report indicates he is acting as the company’s interim CEO during the leadership transition following Dr. Kaouthar Lbiati’s departure.

Does the Hepion Pharmaceuticals (HEPA) filing mention its stock listing?

Yes. The filing notes that Hepion Pharmaceuticals’ common stock, with a par value of $0.0001 per share, trades under the symbol HEPA on the OTC market. This identifies where investors can trade the company’s shares.

Filing Exhibits & Attachments

4 documents