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Hepion (HEPA) investors approve 8M-share equity plan and elect board

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

Rhea-AI Filing Summary

Hepion Pharmaceuticals reported the results of its 2026 annual stockholder meeting. Stockholders elected five directors – Gary Stetz, Vincent LoPriore, Michael Purcell, Sireesh Appajosyula, and Chase LoPriore – each receiving about 13.2 to 13.5 million votes in favor, with relatively few withheld and 4.8 million broker non-votes.

Stockholders also ratified Grassi & Co., CPAs, P.C. as independent auditors for the year ending December 31, 2026, with 18,128,998 votes for and limited opposition. In a key compensation item, they approved an amendment to the 2023 Omnibus Equity Incentive Plan to increase the shares issuable under the plan to 8,000,000 from 200,000. As of April 28, 2026, there were 29,119,476 common shares outstanding, including shares issuable upon conversion of Series A Preferred Stock.

Positive

  • None.

Negative

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Insights

Shareholders backed all proposals, including a major expansion of the equity incentive pool.

Stockholders of Hepion Pharmaceuticals approved all three items on the agenda. Director elections and auditor ratification were straightforward, with strong support and typical broker non-vote levels on director items.

The most notable change is the amendment to the 2023 Omnibus Equity Incentive Plan, raising the shares issuable to 8,000,000 from 200,000. With 29,119,476 common shares outstanding as of April 28, 2026, this creates substantial capacity for future stock-based awards, which can help attract and retain talent but may increase dilution over time as awards are granted and vest.

Future proxy statements and compensation disclosures will show how quickly the new share pool is used and which groups of employees and executives receive the bulk of these equity awards.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Shares outstanding on record date 29,119,476 shares Common stock outstanding as of April 28, 2026
Series A conversion shares 85,581 shares Common shares issuable upon conversion included in outstanding
Equity plan share increase to 8,000,000 from 200,000 shares 2023 Omnibus Equity Incentive Plan amendment approved
Auditor ratification votes for 18,128,998 votes Grassi & Co., CPAs, P.C. ratified for 2026
Equity plan approval votes for 13,442,072 votes Votes supporting plan amendment
Largest director support 13,503,469 votes for Votes for director nominee Sireesh Appajosyula
record date financial
"As of April 28, 2026, the record date for the Meeting, there were 29,119,476 shares"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
Broker Non-Vote financial
"Name | | Votes For | | Withhold | | Broker Non-Vote"
Omnibus Equity Incentive Plan financial
"To approve an amendment to the Company’s 2023 Omnibus Equity Incentive Plan to increase the number of shares"
A single, company-wide plan that lets a business grant different kinds of stock-based pay — such as stock options, shares that vest over time, or other equity awards — to employees, directors and consultants. It matters to investors because it determines how much of the company can be paid out in shares, how quickly those shares enter the market, and how well employees are motivated to grow the business; think of it as a toolbox or menu for paying with ownership stakes that can dilute existing holders and affect company performance.
independent auditors financial
"To ratify the appointment of Grassi & Co., CPAs, P.C, as the Company’s independent auditors"
Independent auditors are outside, licensed accountants who examine a company’s books, records and internal controls and issue an objective opinion on whether the financial statements accurately reflect the business’s financial position. Investors treat their report like a neutral inspector’s stamp — it increases trust, makes financial results easier to compare, and alerts readers if there are errors, omissions or other problems that could affect investment decisions.
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Understanding 8-K Material Events →
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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): June 17, 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 5.07. Submission of Matters to a Vote of Security Holders.

 

On June 17, 2026, Hepion Pharmaceuticals, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Meeting”).

 

As of April 28, 2026, the record date for the Meeting, there were 29,119,476 shares of our common stock outstanding (including 85,581 shares of common stock issuable upon conversion of the Series A Preferred Stock).

 

At the Meeting, the stockholders voted on the following three proposals and cast their votes as follows:

 

1. To elect the five (5) persons named herein as nominees for directors of the Company, to hold office until the next annual meeting of stockholders and until their respective successors have been duly elected and qualified consisting of Gary Stetz, Vincent LoPriore, Michael Purcell, Sireesh Appajosyula and Chase LoPriore.

 

Name  Votes For  Withhold  Broker Non-Vote
Gary Stetz  13,498,755  153,947  4,816,704
Vincent LoPriore  13,492,507  160,195  4,816,704
Michael Purcell  13,186,912  465,790  4,816,704
Sireesh Appajosyula  13,503,469  149,233  4,816,704
Chase LoPriore  13,492,110  160,592  4,816,704

 

2. To ratify the appointment of Grassi & Co., CPAs, P.C, as the Company’s independent auditors for the fiscal year ending December 31, 2026.

 

Votes For  Votes Against  Votes Abstained  Broker Non-Vote
18,128,998  116,985  223,423  0

 

3. To approve an amendment to the Company’s 2023 Omnibus Equity Incentive Plan to increase the number of shares issuable thereunder to 8,000,000 from 200,000.

 

Votes For  Votes Against  Votes Abstained  Broker Non-Vote
13,442,072  208,879  1,751  4,816,704

 

-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: June 17, 2026 Hepion Pharmaceuticals, Inc.
     
  By: /s/ Gary Stetz
    Gary Stetz
    Interim Chief Executive Officer

 

-3-

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Hepion Pharmaceuticals (HEPA) shareholders vote on at the 2026 annual meeting?

Shareholders voted on electing five directors, ratifying Grassi & Co., CPAs, P.C. as independent auditors for 2026, and amending the 2023 Omnibus Equity Incentive Plan to increase shares issuable under the plan to 8,000,000 from 200,000.

Who was elected to Hepion Pharmaceuticals’ (HEPA) board of directors in 2026?

Shareholders elected Gary Stetz, Vincent LoPriore, Michael Purcell, Sireesh Appajosyula, and Chase LoPriore as directors. Each received roughly 13.2 to 13.5 million votes for, with relatively few withheld votes and 4.8 million broker non-votes reported for each nominee.

Did Hepion Pharmaceuticals (HEPA) shareholders approve the new equity incentive plan shares?

Yes, shareholders approved increasing the shares issuable under the 2023 Omnibus Equity Incentive Plan to 8,000,000 from 200,000. The proposal received 13,442,072 votes for, 208,879 against, 1,751 abstentions, and 4,816,704 broker non-votes at the 2026 annual meeting.

Which audit firm did Hepion Pharmaceuticals (HEPA) shareholders ratify for 2026?

Shareholders ratified Grassi & Co., CPAs, P.C. as Hepion’s independent auditors for the fiscal year ending December 31, 2026. The ratification received 18,128,998 votes for, 116,985 against, 223,423 abstentions, and no broker non-votes reported on this proposal.

How many Hepion Pharmaceuticals (HEPA) shares were outstanding on the 2026 meeting record date?

As of April 28, 2026, the record date for the annual meeting, Hepion had 29,119,476 shares of common stock outstanding. This figure includes 85,581 shares of common stock issuable upon conversion of the company’s Series A Preferred Stock, as disclosed in the meeting results.

What level of support did Hepion Pharmaceuticals (HEPA) director nominees receive?

Director nominees each received strong support, with votes for ranging from 13,186,912 to 13,503,469. Withheld votes were comparatively small, between 149,233 and 465,790, and there were 4,816,704 broker non-votes recorded for each director election item at the annual meeting.

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