Hepion chairman group reports 26.2% stake

Rhea-AI Filing Summary

Hepion Pharmaceuticals, Inc. (HEPA) is the subject of an amended Schedule 13D reporting that a group led by Executive Chairman Vincent LoPriore, together with Gravitas Capital LP and Invictus Capital Advisors Pension Plan, beneficially owns 26,250,000 shares of common stock, or 26.2% of the class, based on 90,219,317 shares outstanding as of August 10, 2026.

This amount includes 10,000,000 shares issuable upon exercise of warrants with an exercise price of $0.06 per share, subject to a Beneficial Ownership Limitation. The group acquired shares and warrants for an aggregate purchase price of approximately $750,000 under Securities Purchase Agreements dated April 21 and July 31, 2026, and states the holdings were acquired for investment purposes.

Filing Explained

This amended Schedule 13D reports that the group’s 26.2% beneficial-ownership figure includes 10 million warrant shares that are immediately exercisable at $0.06 per share, subject to a beneficial-ownership limitation; the filing therefore reports potential warrant shares, not completed issuance of those shares.

Key Figures

Shares beneficially owned by Vincent LoPriore: 26,250,000 shares Ownership percentage of Vincent LoPriore: 26.2% Shares beneficially owned by Gravitas Capital LP: 21,000,000 shares +5 more

8 metrics

Shares beneficially owned by Vincent LoPriore 26,250,000 shares Beneficial ownership, including 10,000,000 shares issuable upon exercise of warrants

Ownership percentage of Vincent LoPriore 26.2% Percentage of Hepion common stock based on 90,219,317 shares outstanding as of August 10, 2026

Shares beneficially owned by Gravitas Capital LP 21,000,000 shares Includes 8,000,000 shares issuable upon exercise of warrants

Ownership percentage of Gravitas Capital LP 21.4% Percentage of Hepion common stock based on 90,219,317 shares outstanding as of August 10, 2026

Shares beneficially owned by Invictus Capital Advisors Pension Plan 5,250,000 shares Includes 2,000,000 shares issuable upon exercise of warrants

Ownership percentage of Invictus Capital Advisors Pension Plan 5.7% Percentage of Hepion common stock based on 90,219,317 shares outstanding as of August 10, 2026

Aggregate purchase price for reporting persons $750,000.00 Total consideration for Hepion shares and warrants acquired by the reporting persons

Warrant exercise price $0.06 per share Exercise price for warrants acquired on July 31, 2026, subject to Beneficial Ownership Limitation

Key Terms

Schedule 13D, Beneficial Ownership Limitation, Securities Purchase Agreement, beneficially owned, +1 more

5 terms

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13D"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

Beneficial Ownership Limitation regulatory

"The warrant is immediately exercisable at $0.06 per share, subject to the Beneficial Ownership Limitation"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

Securities Purchase Agreement financial

"acquired 5,000,000 shares of Common Stock of the Issuer pursuant to a Securities Purchase Agreement"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

beneficially owned financial

"The percentage reported in row 13 above is calculated with a numerator of 21,000,000 shares beneficially owned"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

warrant financial

"one warrant to purchase 8,000,000 shares of Common Stock of the Issuer"

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.

FAQ

What percentage of Hepion Pharmaceuticals (HEPA) does Vincent LoPriore report beneficially owning?

Vincent LoPriore reports beneficial ownership of 26,250,000 Hepion shares, representing 26.2% of the common stock, including 10,000,000 shares issuable upon exercise of warrants, based on 90,219,317 shares outstanding as of August 10, 2026.

How many Hepion (HEPA) shares does Gravitas Capital LP beneficially own and what is its stake?

Gravitas Capital LP reports beneficial ownership of 21,000,000 Hepion shares, including 8,000,000 issuable upon warrant exercise, representing 21.4% of the common stock, based on 90,219,317 shares outstanding as of August 10, 2026.

What is Invictus Capital Advisors Pension Plan’s position in Hepion (HEPA)?

Invictus Capital Advisors Pension Plan reports beneficial ownership of 5,250,000 Hepion shares, including 2,000,000 issuable upon warrant exercise, representing 5.7% of the company’s common stock, based on 90,219,317 shares outstanding as of August 10, 2026.

What was the total purchase price paid by the reporting persons for their Hepion (HEPA) holdings?

The reporting persons disclose an aggregate purchase price of approximately $750,000 for their Hepion common stock and related warrants, acquired through Securities Purchase Agreements dated April 21, 2026 and July 31, 2026.

At what price can the warrants for Hepion (HEPA) shares be exercised?

The warrants held by Gravitas Capital LP and Invictus Capital Advisors Pension Plan are immediately exercisable at an exercise price of $0.06 per share, subject to a Beneficial Ownership Limitation specified in the warrant terms.

How many Hepion (HEPA) shares and warrants did Gravitas and Invictus acquire on July 31, 2026?

On July 31, 2026, Gravitas acquired 8,000,000 shares and a warrant for 8,000,000 shares for $400,000, while Invictus acquired 2,000,000 shares and a warrant for 2,000,000 shares for $100,000.

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Available on EDGAR 08/20/2026 - 04:30 PM Accepted by SEC EDGAR 08/20/2026 - 04:30 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Hepion Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

426897401

(CUSIP Number)

Vincent LoPriore
c/o Hepion Pharmaceuticals, Inc.,, 34 Shrewsbury Ave., Suite 1D
Red Bank, NJ, 07701
(732) 902-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/03/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 426897401

1

Name of reporting person

Gravitas Capital LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 21,000,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 21,000,000.00

11

Aggregate amount beneficially owned by each reporting person

21,000,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

21.4 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

(1) The percentage reported in row 13 above is calculated with a numerator of 21,000,000 shares beneficially owned by the reporting person which includes 8,000,000 shares of Common Stock issuable upon exercise of warrants and a denominator of 90,219,317 shares of Common Stock outstanding as of August 10, 2026.

SCHEDULE 13D

CUSIP Number(s): 426897401

1

Name of reporting person

Invictus Capital Advisors Pension Plan

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 5,250,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 5,250,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

5,250,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.7 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(1) The percentage reported in row 13 above is calculated with a numerator of 5,250,000 shares beneficially owned by the reporting person including 2,000,000 shares of common stock issuable upon exercise of warrants and a denominator of 90,219,317 shares of Common Stock outstanding as of August 10, 2026.

SCHEDULE 13D

CUSIP Number(s): 426897401

1

Name of reporting person

Vincent LoPriore

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 5,250,000.00
8	Shared Voting Power 21,000,000.00
9	Sole Dispositive Power 5,250,000.00
10	Shared Dispositive Power 21,000,000.00

11

Aggregate amount beneficially owned by each reporting person

26,250,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

26.2 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) The percentage reported in row 13 above is calculated with a numerator of 26,250,000 shares beneficially owned by the reporting person including 10,000,000 shares of common stock issuable upon exercise of warrants and a denominator of 90,219,317 shares of Common Stock outstanding as of August 10, 2026. Vincent LoPriore is the Managing Member of Gravitas Capital LP and in such capacity has the right to vote and dispose of the 5,000,000 shares of Common Stock held by Gravitas Capital LP. Mr. LoPriore is the trustee and beneficiary of the Invictus Capital Advisors Pension Plan (the "Pension Plan") and in such capacity has the right to vote and dispose of the 1,250,000 shares of Common Stock held by the Pension Plan.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: Hepion Pharmaceuticals, Inc.
(c)	Address of Issuer's Principal Executive Offices: c/o Hepion Pharmaceuticals, Inc.,, 34 Shrewsbury Ave., Suite 1D, Red Bank, NEW JERSEY , 07701.
Item 2.	Identity and Background
(a)	This Statement is being filed jointly on behalf of (i) Vincent LoPriore (ii) Gravitas Capital LP and (iii) Invictus Capital Advisors Pension Plan (the "Pension Plan" and together with Gravitas Capital LP and Mr. LoPriore, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of all securities reported in this Statement except to the extent of such Reporting Persons pecuniary interests therein, other than those securities reported herein as being held directly by such Reporting Persons.
(b)	The business address of each of the Reporting Persons is 34 Shrewsbury Ave, Red Bank, NJ 07701.
(c)	Mr. LoPriore is the Executive Chairman of the Issuer. Vincent LoPriore is the Managing Member of Gravitas Capital LP. He is also the trustee and beneficiary of the Pension Plan.
(d)	No
(e)	No
(f)	Mr. LoPriore is a citizen of the United States of America. Gravitas Capital LP is a Delaware limited partnership. The Pension Plan is organized under the laws of the United States of America.
Item 3.	Source and Amount of Funds or Other Consideration
	The aggregate purchase price of the shares of Common Stock beneficially owned by each of the Reporting Person was approximately $750,000.00. On April 21, 2026 Gravitas Capital LP ("Gravitas") acquired 5,000,000 shares of Common Stock of the Issuer pursuant to a Securities Purchase Agreement dated April 21, 2026 for an aggregate purchase price of $200,000. On April 21, 2026, Invictus Capital Advisors Pension Plan ("Invictus") acquired 1,250,000 shares of Common Stock of the Issuer pursuant to a Securities Purchase Agreement dated April 21, 2026 for an aggregate purchase price of $50,000. On July 31, 2026, Gravitas acquired 8,000,000 shares of Common Stock of the Issuer and one warrant to purchase 8,000,000 shares of Common Stock of the Issuer pursuant to a Securities Purchase Agreement dated July 31, 2026 for an aggregate purchase price of $400,000. On July 31, 2026, Invictus acquired 2,000,000 shares of Common Stock and one warrant to purchase 2,000,000 shares of Common Stock pursuant to a Securities Purchase Agreement dated July 31, 2026 for an aggregate purchase price of $100,000. The warrant is immediately exercisable at $0.06 per share, subject to the Beneficial Ownership Limitation contained therein.
Item 4.	Purpose of Transaction
	The Common Stock owned by each of the Reporting Persons has been acquired for investment purposes. The Reporting Person may make further acquisitions of the Common Stock from time to time. Except for the foregoing, the Reporting Persons have no plans or proposals which relate to, or could result in, any of the matters referred to in Item 4 of Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	See responses to Item 5(a) on the cover pages for each Reporting Person.
(b)	See responses to Item 5(b) on the cover pages for each Reporting Person.
(c)	On July 31, 2026, Gravitas acquired 8,000,000 shares of Common Stock of the Issuer and one warrant to purchase 8,000,000 shares of Common Stock of the Issuer pursuant to a Securities Purchase Agreement dated July 31, 2026 for an aggregate purchase price of $400,000. On July 31, 2026, Invictus acquired 2,000,000 shares of Common Stock and one warrant to purchase 2,000,000 shares of Common Stock pursuant to a Securities Purchase Agreement dated July 31, 2026 for an aggregate purchase price of $100,000. Except as described above, none of the Reporting Persons has effected any transaction in the Common Stock during the past sixty days.
(d)	No person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the securities reported herein.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Other than as described herein, each of the Reporting Persons do not have any contracts, arrangements, understandings or relationships with respect to the securities of the Issuer.
Item 7.	Material to be Filed as Exhibits.
	Joint Filing Agreement dated May 1, 2026 (incorporated by reference to Exhibit filed on May 1, 2026)

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Gravitas Capital LP

Signature:	/s/ Vincent LoPriore
Name/Title:	Vincent LoPriore/ Managing Member
Date:	08/20/2026

Invictus Capital Advisors Pension Plan

Signature:	/s/ Vincent LoPriore
Name/Title:	Vincent LoPriore/ Trustee
Date:	08/20/2026

Vincent LoPriore

Signature:	/s/ Vincent LoPriore
Name/Title:	Vincent LoPriore
Date:	08/20/2026