Hepion Pharmaceuticals (HEPA) completes $3.06M exempt securities sale under Rule 506(b)

Rhea-AI Filing Summary

Hepion Pharmaceuticals, Inc., a Delaware biotechnology corporation, filed a notice of an exempt securities offering under Regulation D Rule 506(b). The offering involves equity securities and options, warrants or other rights to acquire another security.

The company reports a total amount sold of $3,055,000 USD, with $0 USD remaining to be sold, indicating the offering is fully subscribed as currently reported. The date of first sale is listed as July 31, 2026. No sales commissions or finders’ fees were paid, with finders’ fees disclosed as $0 USD. The issuer declined to disclose its revenue or net asset size.

The filing states no sales compensation is applicable and certifies that the issuer is not disqualified from relying on Rule 504 or Rule 506 under the bad actor provisions. Hepion identifies its industry group as Health Care – Biotechnology and lists its principal place of business in Red Bank, New Jersey.

Filing Explained

The notice covers equity securities and options, warrants, or other rights to acquire securities. If additional shares are issued, existing holders’ percentage ownership could decline, but the filing does not disclose a share count or exercise or conversion terms, so the potential dilution cannot be sized.

Key Figures

Total Amount Sold: $3,055,000 USD Total Remaining to be Sold: $0 USD Date of First Sale: 2026-07-31 +2 more

5 metrics

Total Amount Sold $3,055,000 USD Exempt offering amount reported under Form D

Total Remaining to be Sold $0 USD Indicated remaining amount in the reported offering

Date of First Sale 2026-07-31 Initial sale date for the Regulation D offering

Finders' Fees $0 USD Disclosed finders’ fees for the offering

Exemption Claimed Rule 506(b) Regulation D exemption used for the offering

Key Terms

Regulation D, Rule 506(b), covered securities, bad actor, +1 more

5 terms

Regulation D regulatory

"If the issuer is claiming a Regulation D exemption for the offering"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

Rule 506(b) regulatory

"X | Rule 506(b) | Rule 506(c) | Securities Act Section 4(a)(5)"

Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.

covered securities regulatory

"If the securities that are the subject of this Form D are "covered securities""

bad actor regulatory

"not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d)"

Health Care – Biotechnology financial

"Health Care | X | Biotechnology"

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Available on EDGAR 08/05/2026 - 05:20 PM Accepted by SEC EDGAR 08/05/2026 - 05:19 PM Learn about SEC filing dates

FAQ

What kind of securities is Hepion Pharmaceuticals (HEPA) offering in this Form D?

Hepion Pharmaceuticals is offering equity securities plus options, warrants or other rights to acquire another security in a private exempt offering under Regulation D Rule 506(b).

How much has Hepion Pharmaceuticals (HEPA) raised in this exempt offering?

Hepion Pharmaceuticals reports a total amount sold of $3,055,000 USD in the exempt offering, with $0 USD remaining to be sold, indicating the reported offering amount is fully placed.

Which exemption is Hepion Pharmaceuticals (HEPA) using for this securities sale?

Hepion Pharmaceuticals claims the Rule 506(b) exemption under Regulation D of the Securities Act, allowing a private offering of securities without SEC registration, subject to specific investor and disclosure requirements.

Did Hepion Pharmaceuticals (HEPA) pay any sales commissions or finder’s fees?

The company discloses no sales compensation and lists finders’ fees of $0 USD, indicating no commissions or finder’s fees were paid in connection with this offering.

When did Hepion Pharmaceuticals’ (HEPA) exempt offering first close on sales?

The date of first sale in Hepion Pharmaceuticals’ exempt offering is listed as July 31, 2026, marking when investors first purchased securities under this Regulation D Rule 506(b) offering.

What industry and corporate status does Hepion Pharmaceuticals (HEPA) report?

Hepion Pharmaceuticals identifies as a corporation incorporated in Delaware over five years ago and classifies itself in the Health Care – Biotechnology industry group, with headquarters in Red Bank, New Jersey.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001.

FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001583771

ContraVir Pharmaceuticals, Inc.

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Hepion Pharmaceuticals, Inc.

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Hepion Pharmaceuticals, Inc.
Street Address 1		Street Address 2
34 SHREWSBURY AVE.		SUITE 1D
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
RED BANK	NEW JERSEY	07701	(732) 902-4000

3. Related Persons

Last Name	First Name	Middle Name
Stetz	Gary
Street Address 1	Street Address 2
34 Shrewsbury Ave.	Suite 1D
City	State/Province/Country	ZIP/PostalCode
Red Bank	NEW JERSEY	07701

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Interim Chief Executive Officer

Last Name	First Name	Middle Name
LoPriore	Vincent
Street Address 1	Street Address 2
34 Shrewsbury Ave.	Suite 1D
City	State/Province/Country	ZIP/PostalCode
Red Bank	NEW JERSEY	07701

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Executive Chairman

Last Name	First Name	Middle Name
Appajosyula	Sireesh
Street Address 1	Street Address 2
34 Shrewsbury Ave.	Suite 1D
City	State/Province/Country	ZIP/PostalCode
Red Bank	NEW JERSEY	07701

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
LoPriore	Chase
Street Address 1	Street Address 2
34 Shrewsbury Ave.	Suite 1D
City	State/Province/Country	ZIP/PostalCode
Red Bank	NEW JERSEY	07701

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Purcell	Michael
Street Address 1	Street Address 2
34 Shrewsbury Ave.	Suite 1D
City	State/Province/Country	ZIP/PostalCode
Red Bank	NEW JERSEY	07701

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Fisher	Dania
Street Address 1	Street Address 2
34 Shrewsbury Ave.	Suite 1D
City	State/Province/Country	ZIP/PostalCode
Red Bank	NEW JERSEY	07701

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Stetz, II	Gary	S.
Street Address 1	Street Address 2
34 Shrewsbury Ave.	Suite 1D
City	State/Province/Country	ZIP/PostalCode
Red Bank	NEW JERSEY	07701

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	X Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2026-07-31				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
Not applicable.	None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
Not applicable.
City	State/Province/Country	ZIP/Postal Code
N/A	Unknown	None
State(s) of Solicitation (select all that apply) Check "All States" or check individual States X All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$3,055,000	USD	or Indefinite
Total Amount Sold	$3,055,000	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

33

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Hepion Pharmaceuticals, Inc.	/s/ Gary Stetz	Gary Stetz	Interim Chief Executive Officer	2026-08-05

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.