Investor buys 10M Hepion Pharmaceuticals (HEPA) shares plus warrant
Rhea-AI Filing Summary
Black Global 5, LLC reported acquiring 10,000,000 shares of Hepion Pharmaceuticals, Inc. common stock in a private placement on July 31, 2026, together with a warrant to purchase up to an additional 10,000,000 shares at an exercise price of $0.06 per share for an aggregate $500,000.
The warrant is immediately exercisable but subject to a Beneficial Ownership Limitation, so Black Global currently reports beneficial ownership of 10,000,000 shares, or approximately 11.08% of Hepion’s 90,220,317 shares outstanding following the closing. Red Global 3, LLC and Darin Feinstein may be deemed to share beneficial ownership through their relationships with Black Global and state that the position is held for investment, with flexibility to buy or sell.
Positive
- None.
Negative
- None.
Filing Explained
The reporting persons state that, apart from the investment described, they have no present plans or proposals for the corporate actions listed in Schedule 13D Item 4; the filing therefore does not disclose a current control proposal or other specified transaction.
Key Figures
Shares of common stock acquired: 10,000,000 shares
Warrant shares: 10,000,000 shares
Warrant exercise price: $0.06 per share
+4 more
7 metrics
Shares of common stock acquired
10,000,000 shares
Purchased by Black Global 5, LLC on July 31, 2026
Warrant shares
10,000,000 shares
Warrant to purchase additional common stock, subject to Beneficial Ownership Limitation
Warrant exercise price
$0.06 per share
Exercise price for up to 10,000,000 additional shares under the warrant
Aggregate purchase price
$500,000
Total consideration for 10,000,000 shares plus warrant, paid from working capital
Beneficial ownership stake
10,000,000 shares; 11.08%
Black Global’s reported beneficial ownership of Hepion common stock
Shares outstanding post-closing
90,220,317 shares
Hepion common stock outstanding immediately following the closing
Sole voting and dispositive power
10,000,000 shares
Sole voting and dispositive power reported for each reporting person
Key Terms
Securities Purchase Agreement, Beneficial Ownership Limitation, dispositive power, private placement
4 terms
Securities Purchase Agreement financial
"pursuant to that certain Securities Purchase Agreement, dated July 31, 2026"
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.
Beneficial Ownership Limitation regulatory
"subject to the Beneficial Ownership Limitation contained therein"
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.
dispositive power financial
"Sole Dispositive Power 10,000,000.00"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
private placement financial
"acquired 10,000,000 shares of Common Stock ... in a private placement"
A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What stake in Hepion Pharmaceuticals (HEPA) did Black Global 5, LLC report?
Black Global 5, LLC reported beneficial ownership of 10,000,000 Hepion shares, representing approximately 11.08% of the common stock. This percentage is based on 90,220,317 shares outstanding immediately following the closing of the July 31, 2026 private placement.
What securities did Black Global 5, LLC buy from Hepion (HEPA) and for what amount?
Black Global 5, LLC purchased 10,000,000 common shares and a warrant to buy up to 10,000,000 additional shares at $0.06 per share, for an aggregate purchase price of $500,000, funded from its working capital in a private placement on July 31, 2026.
Who are the reporting persons in the Hepion (HEPA) Schedule 13D filing?
The reporting persons are Black Global 5, LLC, Red Global 3, LLC, and Darin Feinstein. Black Global and Red Global are Nevada limited liability companies, and Feinstein is a United States citizen who may be deemed to beneficially own the securities through ownership and control relationships.
What is the stated purpose of the Hepion (HEPA) investment by the reporting persons?
The reporting persons state they acquired the Hepion securities for investment purposes. They intend to review the position on an ongoing basis and, depending on conditions, may buy more, sell some or all, or maintain their current holdings, without specific restructuring plans disclosed.
What limits Black Global’s ability to exercise its Hepion (HEPA) warrant?
The warrant held by Black Global is immediately exercisable but subject to a Beneficial Ownership Limitation. This limitation prevents exercises that would cause Black Global’s holdings to exceed the threshold specified in the warrant, so it cannot be exercised in whole or in part at this time.