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399 Thornall Street, First Floor

Edison, New JerseyNJ 08837

NOTICE OF 2017 ANNUALSPEICAL MEETING OF
STOCKHOLDERSSTOCKHOLDERS AND PROXY STATEMENT

To Be Held on December 15, 2022

Dear Stockholder:

On behalf of our Board of Directors (the “Board”), I cordiallyWe are pleased to invite you to attend the annual meetingSpecial Meeting of stockholders (the “Special Meeting”) of ContraVirHepion Pharmaceuticals, Inc. (the(“Hepion” or the “Company”) to, which will be held on December 15, 2022 at the Company’s9:00 a.m. local time at our offices, located at 399 Thornall Street, First Floor, Edison, New JerseyNJ 08837, on December 13, 2017 at 9:00 a.m. local time, for the following purposes:

1.           To elect seven (7) directors for a one-year term to expire at the 2018 annual meeting of stockholders;

2.           To ratify the appointment of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2018;

3.           To approve an amendment to the Company’s 2013 Equity Incentive Plan (the “2013 Plan”) to increase the reservation of common stock for issuance thereunder to 10,700,000 shares from 7,700,000 shares; and

4.            To transact any other business that may properly come before our annual meeting or any adjournment or postponement of the meeting.

Our Boardboard of directors has fixed October 27, 2017the close of business on November 8, 2022 as the record date for thea determination of stockholders entitled to notice of, and to vote at, the annual meeting and atSpecial Meeting or any adjournment or postponement of the meeting.thereof.

All stockholders are cordially invited to attend the annual meeting. Whether or not you expect to attend the annual meeting, please complete, sign and date the enclosed proxy and return it promptly. If you plan to attend the annual meeting and wish to vote your shares personally, you may do so at any time before the proxy is voted.

If You Plan to Attend

Please note that space limitations make it necessary to limit attendance of the Special Meeting to our stockholders. Registration and seating will begin at 8:3000 a.m. Shares of common stock can be voted at the AnnualSpecial Meeting only if the holder thereof is present in person or by valid proxy.

For admission to the AnnualSpecial Meeting, each stockholder may be asked to present valid picture identification, such as a driver’s license or passport, and proof of stock ownership as of the record date, such as the enclosed proxy card or a brokerage statement reflecting stock ownership. Cameras, recording devices and other electronic devices will not be permitted at the meeting.Special Meeting. If you do not plan on attending the meeting,Special Meeting, please vote, date and sign the enclosed proxy and return it in the business envelope provided. You can also vote your shares via the internet at: http://annualgeneralmeetings.com/hepa/. Even if you do plan to attend the Special Meeting, we recommend that you vote your shares at your earliest convenience in order to ensure your representation at the Special Meeting. Your vote is very important.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting to Be Held on December 15, 2022 at 9:00 a.m. local time at 399 Thornall Street, First Floor, Edison, NJ 08837.

By Order of the Board of Directors,

The proxy statement is available at: http://annualgeneralmeetings.com/hepa/

Edison, New Jersey

October 27, 2017Dated: November 21, 2022

Whether or not you expect to attend the Special Meeting in person, we urge you to vote your shares at your earliest convenience. This will ensure the presence of a quorum at the Special Meeting. Promptly voting your shares will save the Company the expenses and extra work of additional solicitation. An addressed envelope for which no postage is required if mailed in the United States is enclosed if you wish to vote by mail. Submitting your proxy now will not prevent you from voting your shares at the Special Meeting if you desire to do so, as your proxy is revocable at your option. Your vote is important.  Please vote your shares whether or not you plan to attend the meeting.

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Hepion Pharmaceuticals, Inc.

399 Thornall Street, First Floor

Edison, New JerseyNJ 08837

PROXY STATEMENT FOR THE 2017 ANNUAL

2021 SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON DECEMBER 13, 201715, 2022

This proxy statement is furnished to holders of common stock of ContraVir Pharmaceuticals Inc., a Delaware corporation (“we,” “us,” “our,” “ContraVir” or the “Company”), in connection with the solicitation of proxies by ourThe board of directors (our “Board”(the “Board”) for useof Hepion Pharmaceuticals, Inc. (“Hepion” or the “Company”) is soliciting your proxy to vote at our 2017 Annualthe Special Meeting of Stockholders (the “Annual Meeting”“Special Meeting”) to be held on December 13, 2017 at 9:00 a.m., local time, at the Company’sour offices, located at 399 Thornall Street, First Floor, Edison, New Jersey 08837.  This proxy statement is being distributedNJ 08837, on December 15, 2022, at 9:00 a.m. local time, including at any adjournments or made available, aspostponements of the case may be, to stockholders on or about October 27, 2017.

Special Meeting. You are invited to attend the AnnualSpecial Meeting to vote on the proposalsproposal described in this proxy statement. However, you do not need to attend the meetingSpecial Meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card if you received paper copies of the proxy materials, or follow the instructions below to submit your proxy over the Internet.

Our Board is asking you to vote your shares by completing, signing and returning the accompanying proxy card. If you attend the Annual Meeting in person, you may vote at the Annual Meeting even if you have previously returned a proxy card. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from that record holder as described in more detail below.QUESTIONS AND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING

IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL STOCKHOLDERS MEETING TO BE HELD ON DECEMBER 13, 2017: This proxy statement, the accompanying proxy card or voting instruction card and our 2017 Annual Report on Form 10-K are also available at www.pstvote.com/contravir2017.

GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

What is a proxy?

A proxy is the legal designation of another person to vote the stock you own. That other person is called a proxy. If you designate someone as your proxy in a written document, that document is also called a proxy or a proxy card. By completing, signing and returning the accompanying proxy card, you are designating James SapirsteinRobert Foster, Ph.D. and John Cavan, our Chief Executive Officer and Chief Financial Officer, respectively, as your proxies for the AnnualSpecial Meeting and you are authorizing Messrs. SapirsteinDr. Foster and Mr. Cavan to vote your shares at the AnnualSpecial Meeting as you have instructed them on the proxy card. This way, your shares will be voted whether or not you attend the AnnualSpecial Meeting. Even if you plan to attend the AnnualSpecial Meeting, we urge you to vote in one of the ways described below so that your vote will be counted even if you are unable or decide not to attend the AnnualSpecial Meeting.

What is a proxy statement?

A proxy statement is a document that we are required by regulations of the Securities and Exchange Commission, or “SEC,,” to give you when we ask you to sign a proxy card designating Messrs. SapirsteinDr. Foster and Mr. Cavan as proxies to vote on your behalf.

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Why did you send me this proxy statement?How do I attend the Special Meeting?

We sentThe Special Meeting will be held on December 15, 2022, at 9:00 a.m. local time at our offices, located at 399 Thornall Street, First Floor, Edison, NJ 08837. Directions to the Special Meeting may be found at the back of this Proxy Statement. Information on how to vote in person at the Special Meeting is discussed below.

Who May Attend the Special Meeting?

Only record holders and beneficial owners of our common stock, or their duly authorized proxies, may attend the Special Meeting. If your shares of common stock are held in street name, you this proxywill need to bring a copy of a brokerage statement andor other documentation reflecting your stock ownership as of the enclosed proxy card because ourRecord Date.

Who is Entitled to Vote?

The Board is soliciting your proxyhas fixed the close of business on November 8, 2022 as the record date (the “Record Date”) for the determination of stockholders entitled to notice of, and to vote at, the 2017 AnnualSpecial Meeting of stockholders. This proxy statement summarizes information related to your vote at the Annual Meeting. All stockholders who find it convenient to do so are cordially invited to attend the Annual Meeting in person. However, you do not need to attend the meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card.

We intend to begin making this proxy statement, the attached notice of Annual Meeting and the enclosed proxy card available on or about October 27, 2017 to all stockholders of record entitled to vote at the Annual Meeting.any adjournment or postponement thereof. Only stockholdersstockholder who owned our common stock on October 27, 2017November 8, 2022 are entitled to vote at the Annual Meeting.Special Meeting. Om November 8, 2022, there were 76,229,617 shares of our common stock outstanding. In addition, on October 27, 2017November 8, 2022 there were 104,013(i) 85,581 shares of Series A Preferred Stock; (ii) 1,900,000 shares of Series F Preferred Stock and (iii) 100,000 shares of Series G Preferred Stock issued and outstanding. Each share of common stock is entitled to one vote per share held on the record date. Each share of Series A Preferred Stock is entitled to vote on any matter with the holders of Common Stockcommon stock on an as converted basis. The Series F Preferred Stock and the Series G Preferred Stock do not have any voting rights except with respect to a reverse stock split proposal, including the reverse stock split proposal presented at the Special Meeting, or otherwise as required by law. With respect to the reverse stock split proposal, (i) each share of share of Series F Preferred Stock is entited to ten (10) votes on such proposal and (ii) each share of Series G Preferred Stock is entitled to 100,000 votes on such proposal, which is referred to as supermajority voting; however the votes by the holder of Series G Preferred Stock will be counted in the same “mirrored” proportion as the aggregate votes cast by the holders of common stock and Series F Preferred Stock who vote on this proposal. For example, if 50.5% of the shares of common stock voted in person or by proxy at the Special Meeting are voted FOR Proposal 1, then the Company will count 50.5% of the votes cast (or votes) by the holder of the Series G Preferred Stock as votes FOR Proposal 1. Holders of Common Stock, Series A Preferred Stock, Series F Preferred Stock and Series G Preferred Stock will vote on the Reverse Stock Split proposal as a single class. The Series F Preferred Stock and Series G Preferred Stock is only entitled to vote, with respect to the reverse stock split proposal. On the record date,Record Date, there were 80,445,840 shares of10,095,232,801 votes with respect to our common stock outstanding (including 2,166,9343,184 shares of common stock issuable upon conversion of the Series A Preferred Stock, 19,000,000 shares of common stock issuable upon conversion of our Series F Preferred Stock and 10,000,000,000 votes available with respect to our Series G Preferred Stock).

Why did I ReceiveWhat is the Difference Between Holding Shares as a Record Holder and as a Beneficial Owner (Holding Shares in the Mail a Notice of Internet Availability of Proxy Materials this Year instead of a Full Set of Proxy Materials?Street Name)?

WeIf your shares are pleased to take advantageregistered in your name with our transfer agent, Pacific Stock Transfer Company, you are the “record holder” of the SEC rule that allows companies to furnish their proxy materials over the Internet. Accordingly, we have sent to our stockholders of record a Notice of Internet Availability of Proxy Materials. Instructions on how to access the proxy materials over the Internet or to request a paper copy may be found in the Notice. Our stockholders may request to receive proxy materials in printed form by mail or electronically on an ongoing basis. A stockholder’s election to receive proxy materials by mail or electronically by email will remain in effect until the stockholder terminates its election.

Why did I Receive a Full Set of Proxy Materials in the Mail instead of a Notice of Internet Availability of Proxy Materials?

We are providing paper copies of the proxy materials instead of a Notice to our beneficial owners or stockholders of record who have previously requested to receive paper copies of our proxy materials.those shares. If you are a beneficial ownerrecord holder, these proxy materials have been provided directly to you by the Company.

If your shares are held in a stock brokerage account, a bank or other holder of record, you are considered the “beneficial owner” of those shares held in “street name.” If your shares are held in street name, these proxy materials have been forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record who received a paper copyfor purposes of voting at the proxy materials, andSpecial Meeting. As the beneficial owner, you would likehave the right to reduce the environmental impact and the costs incurred by us in mailing proxy materials, you may electinstruct this organization on how to receive all future proxy materials electronically via email or the Internet. You can choose to receive future proxy materials electronically by visiting http://www.pstvote.com/contravir2017. Your choice to receive proxy materials electronically will remain in effect until you instruct us otherwise by following the instructions contained invote your Notice and visiting http://www.pstvote.com/contravir2017, sending an electronic mail message to info@philadelphiastocktransfer.com, or calling 1-866-223-0448.shares.

What am I voting on?

There are four proposalsis one (1) matter scheduled for a vote:

Proposal 1: Election of seven (7) Directors:

What if another matter is properly brought before the Special Meeting?

·Gary S. Jacob, Ph.D.The Board knows of no other matters that will be presented for consideration at the Special Meeting. If any other matters are properly brought before the Special Meeting, it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance with their best judgment.

·How Do I Vote?

James Sapirstein R.Ph.Stockholders of Record

·For your convenience, record holders of our common stock have three methods of voting:

John P. BrancaccioBeneficial Owners of Shares Held in Street Name

·Thomas Adams, Ph.D.For your convenience, beneficial owners of our common stock have three methods of voting:

If you vote by Internet, please DO NOT mail your proxy card.

·Dr. Timothy BlockAll shares entitled to vote and represented by a properly completed and executed proxy received before the Special Meeting and not revoked will be voted at the Special Meeting as instructed in a proxy delivered before the Special Meeting. If you do not indicate how your shares should be voted on a matter, the shares represented by your properly completed and executed proxy will be voted as the Board recommends on each of the enumerated proposals, with regard to any other matters that may be properly presented at the Special Meeting and on all matters incident to the conduct of the Special Meeting. If you are a registered stockholder and attend the Special Meeting, you may deliver your completed proxy card in person. If you are a street name stockholder and wish to vote at the Special Meeting, you will need to obtain a proxy form from the institution that holds your shares. All votes will be tabulated by the inspector of elections appointed for the Special Meeting, who will separately tabulate affirmative and negative votes, abstentions and broker non-votes.

·Arnold Lippa, Ph.DWe provide Internet proxy voting to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies.

·Tamar Howson 

Proposal 2:Ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accountant for the fiscal year ending June 30, 2018.

Proposal 3: To approve an amendment to the Company’s 2013 Equity Incentive Plan (the “2013 Plan”) to increase the reservation of common stock for issuance thereunder to 10,700,000 shares from 7,700,000 shares.

How many votesMany Votes do I have?Have?

Each share of our common stock (including shares of common stock issuable upon conversion of Series A Preferred Stock and Series F Preferred Stock) that you own as of October 27, 2017November 8, 2022 entitles you to one vote. Each share of Series G Preferred Stock is entitled to 100,000 votes to be voted with the common stock for each share held on the November 8, 2022 record date

How do I vote by proxy?Is My Vote Confidential?

With respect to the election of directors, you may either vote “For” all the nominees to the Board or you may “Withhold” your vote for any nominee you specify. For the ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accountant for the fiscal year ending June 30, 2018 you may vote “For,  “Against” or “Abstain” from voting. With respect to the amendment to the Company’s 2013 Equity Incentive Plan, you may vote “For”, “Against” or “Abstain” from voting.

Stockholders of Record:  Shares Registered in Your Name

If you are a stockholder of record, you may vote in person at the Annual Meeting or vote by proxy using the enclosed proxy card. Whether or not you plan to attend the meeting, we urge you to vote by proxy to ensure thatYes, your vote is counted. You may still attendconfidential. Only the meetinginspector of elections, individuals who help with processing and vote in person even if youcounting your votes and persons who need access for legal reasons will have already votedaccess to your vote. This information will not be disclosed, except as required by proxy.  law.

What Constitutes a Quorum?

To vote in person, come to the Annual Meeting and we will give you a ballotcarry on business at the Annual Meeting. To vote usingSpecial Meeting, we must have a quorum. A quorum is present when one-third (1/3) of the proxy card, simply complete, sign and date the enclosed proxy card and return it promptly in the envelope provided. If you properly complete your proxy card and send it to us in timevotes entitled to vote your proxy (oneas of the individuals named on your proxy card) will vote your shares as you have directed.  If you sign the proxy card but do not make specific choices, your shares will be, as permitted, voted as recommended by our Board. If any other matter is presented at the Annual Meeting, your proxy (one of the individuals named on your proxy card) will vote in accordance with his or her best judgment. As of the date of this proxy statement, we knew of no matters that needed to be acted on at the meeting, other than those discussed in this proxy statement.

Beneficial Owners:  Shares Registered in the Name of a Broker or Bank

If youRecord Date, are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than directly from us.  Simply complete and mail the proxy card to ensure that your vote is counted.  To vote in person at the Annual Meeting, you must obtain a valid proxy from your broker, bank or other agent.  Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request a proxy form.

May I revoke my proxy?

If you give us your proxy, you may revoke it at any time before it is exercised. You may revoke your proxy in any one of the three following ways:

·             you may send in another signed proxy with a later date;

·             you may notify us in writing before the Annual Meeting that you have revoked your proxy; or

·             you may notify us in writing before the Annual Meeting and vote in person at the meeting.

Can I vote via the Internet?

If your shares are registered in the name of a bank or brokerage firm, you may be eligible to vote your shares electronically over the Internet. A large number of banks and brokerage firms offer Internet voting. If your bank or brokerage firm does not offer Internet voting information, please complete and return your proxy card in the self-addressed, postage-paid envelope provided.

What constitutes a quorum?

The presence at the Annual Meeting,represented in person or by proxy of holders representing a majority of our outstanding common stock (including(including shares of common stock issuable upon conversion of the Series A Convertible Preferred Stock) as of October 27, 2017,. Thus, 3,365,077,601 votes must be represented in person or approximately 40,222,621 shares, constitutesby proxy to have a quorum at the meeting, permittingSpecial Meeting. Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote in person at the Special Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. Shares owned by us are not considered outstanding or considered to conductbe present at the Special Meeting. If there is not a quorum at the Special Meeting, either the chairperson of the Special Meeting or our business.stockholders entitled to vote at the Special Meeting may adjourn the Special Meeting.

How Will my Shares be Voted if I Give No Specific Instruction?

We must vote your shares as you have instructed. If there is a matter on which a stockholder of record has given no specific instruction but has authorized us generally to vote the shares, they will be voted as follows:

This authorization would exist, for example, if a stockholder of record merely signs, dates and returns the proxy card but does not indicate how its shares are to be voted on one or more proposals. If other matters properly come before the Special Meeting and you do not provide specific voting instructions, your shares will be voted at the discretion of the proxies.

If your shares are held in street name, see “What is a Broker Non-Vote?” below regarding the ability of banks, brokers and other such holders of record to vote the uninstructed shares of their customers or other beneficial owners in their discretion.

How are Votes Counted?

Votes will be counted by the inspector of election appointed for the Special Meeting, who will count votes “FOR” and “AGAINST,” abstentions and broker non-votes.

What is a Broker Non-Vote?

If your shares are held in street name, you must instruct the organization who holds your shares how to vote your shares. If you sign your proxy card but do not provide instructions on how your broker should vote on “routine” proposals, your broker will vote your shares as recommended by the Board. If you do not provide voting instructions, your shares will not be voted on any “non-routine” proposals. This vote is requiredcalled a “broker non-vote.” Because broker non-votes are not considered under Delaware law to approve each proposal?be entitled to vote at the Special Meeting, broker non-votes will not be included in the tabulation of the voting results of any of the proposals and, therefore, will have no effect on these proposals.

Our common stock is listed on the Nasdaq Capital Market. However, under current New York Stock Exchange (“NYSE”) rules and interpretations that govern broker non-votes: Proposal 1: ElectionNo. 1 for the approval of Directors. For Proposal 1, the seven nominees who receive the most “For” votes (among votes properly cast in person or by proxy)reverse stock split is considered a discretionary matter, and a broker will be elected. Only votes “For” or “Withheld” will affectpermitted to exercise its discretion to vote uninstructed shares on the outcome.proposal. Because NYSE rules apply to all brokers that are members of the NYSE, this prohibition applies to the Special Meeting even though our common stock is listed on the Nasdaq Capital Market.

Proposal 2: Ratification of Independent Registered Public Accounting Firm. To be approved, Proposal 2 must receive “For” votes from the holders ofWhat is an Abstention?

An abstention is a majority of thestockholder’s affirmative choice to decline to vote on a proposal. Under Delaware law, abstentions are counted as shares of Common Stock present or represented by proxy and entitled to vote at the AnnualSpecial Meeting.

Proposal 3: Amendment to Increase Reserve under 2013 Plan.   To be However, generally, our By-Laws provide that an action of our stockholders (other than the election of directors) is only approved Proposal 3 must receive “For” votes from the holders ofif a majority of the number of shares of Common Stockstock present or represented by proxy and entitled to vote at the annual meeting.thereat vote in favor of such action.

How Many Votes are Needed for Each Proposal to Pass?

What Are the Voting results will be tabulated and certified by our mailing and tabulating agent, Philadelphia Stock Transfer, Inc.Procedures?

What areIn voting by proxy with regard to the Board’s recommendations?reverse stocks split, you may vote in favor of or against the proposal, or you may abstain from voting on the proposal.

The recommendations of our Board are set forth together with the description of each proposal in this proxy statement. In summary, our Board recommends a vote:

·“FOR” election of the directors named in this proxy statement as described in Proposal 1;

·“FOR” approval of BDO USA, LLP as the independent registered public accounting firm of the Company for the fiscal year ending June 30, 2018 as described in Proposal 2; and

·“FOR” an amendment to the Company’s 2013 Plan to increase the reservation of common stock for issuance thereunder to 10,700,000 shares from 7,700,000 shares as described in Proposal 3.

How can I attend the Annual Meeting?Is My Proxy Revocable?

You may attend the Annual Meeting if you are listed as a stockholder of record as of October 27, 2017revoke your proxy and bring proof ofreclaim your identity. If you hold your shares in street name through a broker or other nominee, you will need to provide proof that you are the beneficial owner of the shares by bringing either a copy of a brokerage statement showing your share ownership as of October 27, 2017, or a legal proxy if you wishright to vote at any time before your sharesproxy is voted by giving written notice to the Secretary of Hepion, by delivering a properly completed, later-dated proxy card or vote instruction form or by voting in person at the AnnualSpecial Meeting. All written notices of revocation and other communications with respect to revocations of proxies should be addressed to: 399 Thornall Street, First Floor, Edison, NJ 08837, Attention: Secretary, or by facsimile at 732-902-4100. Your most current proxy card or Internet proxy is the one that will be counted.

Who is Paying for the Expenses Involved in Preparing and Mailing this Proxy Statement?

All of the expenses involved in preparing, assembling and mailing these proxy materials and all costs of soliciting proxies will be paid by us. In addition to the items mentioned above, you should bring proofsolicitation by mail, proxies may be solicited by our officers and other employees by telephone or in person. Such persons will receive no compensation for their services other than their regular salaries. Arrangements will also be made with brokerage houses and other custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of your identity.the shares held of record by such persons, and we may reimburse such persons for reasonable out of pocket expenses incurred by them in forwarding solicitation materials.

Do I Have Dissenters’ Rights of Appraisal?

Our stockholders do not have appraisal rights under Delaware law or under our governing documents with respect to the matter to be voted upon at the Special Meeting.

How can I vote my shares in personFind out the Results of the Voting at the AnnualSpecial Meeting?

Shares held directly in your name as the stockholder of record may be voted in person at the Annual Meeting. If you choose to do so, please bring proof of your identity to the Annual Meeting. Shares held in street name beneficially owned may be voted by you if you receive and present at the Annual Meeting a proxy from your broker or nominee, together with proof of your identity. Even if you plan to attend the Annual Meeting, we urge you to vote in one of the ways described below so that your vote will be counted if you are unable or decide not to attend the Annual Meeting. Attendance at the Annual Meeting will not cause your previously granted proxy to be revoked unless you change your proxy instructions as described below.

How can I vote my shares without attending the Annual Meeting?

Whether you hold shares directly as the stockholder of record or beneficially in street name, you may direct your vote without attending the Annual Meeting. You may vote by granting a proxy or, for shares held in street name, by submitting voting instructions to your broker or nominee. In most instances, you will be able to do this over the Internet or by mail. Please refer to the summary instructions below, and if you request printed proxy materials, the instructions included on your proxy card or, for shares held in street name, the voting instruction card provided by your broker or nominee.

·By Internet—If you have Internet access, you may submit your proxy from any location in the world by following the Internet voting instructions on the proxy card or voting instruction card sent to you.

·By Mail—You may do this by marking, dating and signing your proxy card or, for shares held in street name, the voting instruction card provided to you by your broker or nominee, and mailing it in the enclosed, self-addressed, postage prepaid envelope. No postage is required if mailed in the United States

What is a broker non-vote?

A broker non-vote occurs if you hold shares in “street name” and do not provide voting instructions to your broker on a proposal and your broker does not have the discretionary authority to vote on such proposal. Matters subject to stockholder vote are classified as “routine” or “non-routine.” In the case of non-routine matters, brokers may not vote shares held in “street name” for which they have not received voting instructions from the beneficial owner (“Broker Non-Votes”), whereas they may vote those shares in their discretion in the case of any routine matter. Broker Non-Votes will be counted for purposes of calculating whether a quorum is present at the stockholder meetings, but will not be counted for purposes of determining the numbers of votes present in person or represented by proxy and entitled to vote with respect to a particular proposal. A broker is entitled to vote shares held for a beneficial holder on routine matters, such as Proposal 2 (the ratification of the appointment of BDO USA, LLP as our independent registered public accountants for 2018), without instructions from the beneficial holder of those shares. On the other hand, absent instructions from the beneficial holders of such shares, a broker will not be entitled to vote shares held for a beneficial holder on certain non-routine items, such as Proposal 1 (election of directors) and Proposal 3 (increase in reservation of common stock under 2013 Plan).  Broker Non-Votes for Proposal 1 and Proposal 3 will have the same effect as an “AGAINST” vote. It is therefore important that you provide instructions to your broker if your shares are held by a broker so that your vote may be recorded. Votes cast by proxy or in person at the stockholder meetings will be tabulated by the inspectors of election appointed for the stockholder meetings, who also will determine whether a quorum is present.

What is the effect of abstentions and broker non-votes?

Shares of common stock held by persons attending the Annual Meeting but not voting, and shares represented by proxies that reflect abstentions as to a particular proposal, will be counted as present for purposes of determining the presence of a quorum.  Abstentions are treated as shares present in person or by proxy and entitled to vote, so abstaining has the same effect as a negative vote for purposes of determining whether our stockholders have approved each of the proposals.

Shares represented by proxies that reflect a “broker non-vote” will be counted for purposes of determining whether a quorum exists.  A “broker non-vote” occurs when a nominee holding shares for a beneficial owner has not received instructions from the beneficial owner and does not have discretionary authority to vote the shares for certain non-routine matters.  Because the election of directors is determined by a plurality of votes cast by a majority of the outstanding shares entitled to vote, abstentions will not be counted in determining the outcomes of such proposal.

What does it mean if I receive more than one set of proxy materials?

If you receive more than one set of proxy materials, your shares may be registered in more than one name or in different accounts. Please complete, sign and return each proxy card to ensure that all of your shares are voted.

I share the same address with another shareholder of the Company. Why has our household only received one set of proxy materials?

The SEC’s rules permit us to deliver a single set of proxy materials to one address shared by two or more of our shareholders. This practice, known as “householding,” is intended to reduce our printing and postage costs. We have delivered only one set of proxy materials to shareholders who hold their shares through a bank, broker or other holder of record and share a single address, unless we received contrary instructions from any shareholder at that address. However, any such street name holder residing at the same address who wishes to receive a separate copy of the proxy materials may make such a request by contacting the bank, broker or other holder of record.

Who is paying the costs of soliciting these proxies?

We will pay for the entire cost of soliciting proxies.   In addition to these mailed proxy materials, our directors and employees may also solicit proxies in person, by telephone or by other means of communication.  Directors and employees will not be paid any additional compensation for soliciting proxies but may be reimbursed for out-of-pocket expenses incurred in connection with the solicitation.  We will also reimburse brokerage firms, banks and other agents for their reasonable out-of-pocket expenses incurred in forwarding proxy materials to beneficial owners.

How can I find out the results of the voting at the Annual Meeting?

Preliminary voting results will be announced at the AnnualSpecial Meeting. FinalIn addition, final voting results will be publisheddisclosed in our current reporta Current Report on Form 8-K that we expect to be filedfile with the SEC within four business days after the AnnualSpecial Meeting. If final voting results are not available to us in time to file a Form 8-K with the SEC within four business days after the meeting,Special Meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.

When are Stockholder Proposals Due for the 20182023 Annual Meeting?

Any appropriate proposal submitted by a stockholder and intended to be presented at the 20182023 Annual Meeting of Stockholders (the “2018“2023 Annual Meeting”) must be submitted in writing to the Company’s Secretary at 399 Thornall Street, First Floor, Edison, NJ 08873,08837 and received no later than June 30, 2018,March 26, 2023, and no earlier than February 25, 2023 to be includable in the Company’s proxy statement and related proxy for the 20182023 Annual Meeting. However, if the date of the 20182023 Annual Meeting is convened more than 30 days before, or delayed by more than 30 days after, December 13, 2018,June 24, 2023, to be considered for inclusion in proxy materials for our 20182023 Annual Meeting, a stockholder proposal must be submitted in writing to the Company’s Secretary at 399 Thornall Street, First Floor, Edison, NJ 08873,08837, a reasonable time before we begin to print and send our proxy materials for the 20182023 Annual Meeting. A stockholder proposal will need to comply with the SEC regulations under Rule 14a-8 of the Securities Exchange Act of 1934, as amended

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(the “Exchange Act” (the “Exchange Act”), regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Although the Board will consider stockholder proposals, we reserve the right to omit from our proxy statement, or to vote against, stockholder proposals that we are not required to include under the Exchange Act, including Rule 14a-8.

PROPOSAL 1

THE REVERSE STOCK SPLIT PROPOSAL

Our board of directors has approved an amendment to our Certificate of Incorporation, as amended, to combine the outstanding shares of our common stock into a lesser number of outstanding shares (a “Reverse Stock Split”). If approved by the stockholders as proposed, the board of directors would have the sole discretion to effect the Reverse Stock Split, if at all, within one (1) year of the date the proposal is approved by stockholders and to fix the specific ratio for the combination within a range of one-for-two (1-for-2) to a maximum of a one-for-twenty (1-for-20) split. The board of directors has the discretion to abandon the amendment and not implement the Reverse Stock Split.

If you wishapproved by our stockholders, this proposal would permit (but not require) the board of directors to submiteffect a proposal that is not to be included in the proxy materials for the 2018 Annual Meeting, your proposal must be submitted in writing to the Company’s Secretary at 399 Thornall Street, First Floor, Edison, NJ 08873 by no later than September 14, 2018 and not prior to August 15, 2018. However, if the dateReverse Stock Split of the 2018 Annual Meeting is convened more than 25 days before, or delayed by more than 25 days after, December 13, 2018, to be brought beforeoutstanding shares of our 2018 Annual Meeting, a stockholder proposal must be submitted in writing to the Company’s Secretary at 399 Thornall Street, First Floor, Edison, NJ 08873, no later than the close of business on the 10th day following the date on which such noticecommon stock within one (1) year of the date the proposal is approved by stockholders, at a specific ratio within a range of one-for-two (1-for-2) to a maximum of a one-for-twenty (1-for-20) split, with the specific ratio to be fixed within this range by the board of directors in its sole discretion without further stockholder approval. We believe that enabling the board of directors to fix the specific ratio of the annual meeting was mailed orReverse Stock Split within the public disclosure ofstated range will provide us with the date offlexibility to implement it in a manner designed to maximize the annual meeting was made, whichever first occurs.

PROPOSAL 1:anticipated benefits for our stockholders.

ELECTION OF DIRECTORSIn fixing the ratio, the board of directors may consider, among other things, factors such as: the initial and continued listing requirements of the Nasdaq Capital Market; the number of shares of our common stock outstanding; potential financing opportunities; and prevailing general market and economic conditions.

The Reverse Stock Split, if approved by our stockholders, would become effective upon the filing of the amendment to our Certificate of Incorporation with the Secretary of State of the State of Delaware, or at the later time set forth in the amendment. The exact timing of the amendment will be determined by the board of directors based on its evaluation as to when such action will be the most advantageous to our Company and our stockholders. In addition, the board of directors reserves the right, notwithstanding stockholder approval and without further action by the stockholders, to abandon the amendment and the Reverse Stock Split if, at any time prior to the effectiveness of the filing of the amendment with the Secretary of State of the State of Delaware, the board of directors, in its sole discretion, determines that it is no longer in our best interest and the best interests of our stockholders to proceed.

The proposed form of amendment to our certificate of incorporation to effect the Reverse Stock Split is attached as Appendix A to this Proxy Statement. Any amendment to our certificate of incorporation to effect the Reverse Stock Split will include the Reverse Stock Split ratio fixed by the board of directors, within the range approved by our stockholders.

Reasons for the Reverse Stock Split

The Company’s By-laws currently specifyprimary reasons for approving and recommending the Reverse Stock Split are to make our common stock more attractive to certain institutional investors, which would provide for a stronger investor base and to increase the per share price and bid price of our common stock to regain compliance with the continued listing requirements of Nasdaq.

On June 3, 2022, the Company received written notice (the "Notice") from the Nasdaq Stock Market, LLC ("Nasdaq") indicating that the bid price for the Company’s common stock (the "Common Stock"), for the last 30 consecutive business days, had closed below the minimum $1.00 per share and, as a result, the Company was not in compliance with the $1.00 minimum bid price requirement for the continued listing on the Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2). In accordance with the Nasdaq Listing Rule 5810(c)(3)(A), the Company has a period of 180 calendar days, or until November 30, 2022, to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of the Common Stock must meet or exceed $1.00 per share for a minimum of ten consecutive business days during this 180 day period. If the Company is not in compliance by November 30, 2022, it may qualify for a second 180 calendar day compliance period. If we di not qualify for, or fails to regain compliance during the second compliance period, then the Nasdaq will notify the Company of its determination to delist its Common Stock, at which point the Company would have an option to appeal the delisting determination to a Nasdaq hearings panel.

Reducing the number of directors shall consistoutstanding shares of onecommon stock should, absent other factors, generally increase the per share market price of the common stock. Although the intent of the Reverse Stock Split is to increase the price of the common stock, there can be no assurance, however, that even if the Reverse Stock Split is effected, that the Company’s bid price of the Company’s common stock will be sufficient, over time, for the Company to regain or more members,maintain compliance with the exact number of which shall initially be fixed from time to time by the Board of Directors (the “Board”). The Company’s Board currently consists of seven (7) persons, all of whom have been nominated by ContraVir to stand for re-election. Each director is elected or nominated to the Board until the following annual meeting of stockholders and until his successor has been elected and qualified or until the director’s earlier resignation or removal.Nasdaq minimum bid price requirement.

The Board based on

In addition, the recommendationCompany believes the Reverse Stock Split will make its common stock more attractive to a broader range of investors, as it believes that the current market price of the Nominatingcommon stock may prevent certain institutional investors, professional investors and Corporate Governance Committee has nominated Gary S. Jacob, James Sapirstein, John P. Brancaccio, Thomas Adams, Timothy Block, Arnold Lippa and Tamar Howson for election as directors of ContraVir. Allother members of the nominees are existing directorsinvesting public from purchasing stock. Many brokerage houses and institutional investors have internal policies and practices that either prohibit them from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers. Furthermore, some of ContraVirthose policies and eachpractices may function to make the processing of trades in low-priced stocks economically unattractive to brokers. Moreover, because brokers’ commissions on low-priced stocks generally represent a higher percentage of the nominees has consented to being named asstock price than commissions on higher-priced stocks, the current average price per share of common stock can result in individual stockholders paying transaction costs representing a nomineehigher percentage of their total share value than would be the case if the share price were higher. The Company believes that the Reverse Stock Split will make our common stock a more attractive and cost effective investment for directormany investors, which in turn would enhance the liquidity of ContraVir and has agreed to serve if elected.

Set forth below are the nominees to be elected to serve until the 2018 annual meeting of stockholders or until their respective successors have been duly elected and qualified.

To be elected as a director, each nominee must receive a plurality of the votes cast by the holders of our common stock.

Should any nominee become unable or unwillingReducing the number of outstanding shares of our common stock through the Reverse Stock Split is intended, absent other factors, to accept election,increase the proxy holdersper share market price of our common stock. However, other factors, such as our financial results, market conditions and the market perception of our business may voteadversely affect the proxies formarket price of our common stock. As a result, there can be no assurance that the election,Reverse Stock Split, if completed, will result in his or her stead,the intended benefits described above, that the market price of any other person our Board may nominate or designate. Incommon stock will increase following the eventReverse Stock Split, that additional persons are nominated for election as directors, the proxy holders intend to vote all proxies received by them in such a manner as will ensure the electionresult of the nominees listed below, and, in such event, the specific nominees to be voted forReverse Stock Split we will be determined byable to meet or maintain a bid price over the proxy holders.minimum bid price requirement of Nasdaq or that the market price of our common stock will not decrease in the future. Additionally, we cannot assure you that the market price per share of our common stock after the Reverse Stock Split will increase in proportion to the reduction in the number of shares of our common stock outstanding before the Reverse Stock Split. Accordingly, the total market capitalization of our common stock after the Reverse Stock Split may be lower than the total market capitalization before the Reverse Stock Split.

InformationIn addition, the Reverse Stock Split will be a necessary tool in order to satisfy its contractual obligations with Respectregard to Director Nomineesthe issuance of common stock upon proper exercise of its outstanding warrants, convertible note, restricted stock units and options.

Listed below are the current directors who are nominated to hold until their successors are elected and qualified.

Gary S. Jacob, Ph.D. has served as our ChairmanThe terms of the BoardSeries G Preferred Stock are set forth in a Certificate of Directors since March 19, 2014, and earlier served as our Chief Executive Officer from May 15, 2013 until March 19, 2014. Dr. Jacob is currentlyDesignation of Series G Preferred Stock (the “Certificate of Designation”), filed with the ChairmanSecretary of State of the Board, PresidentState of Delaware, and Chief Executive Officer of Synergy Pharmaceuticals Inc., a biopharmaceutical company, where he has held various positions since July 2008. Dr. Jacob served as Chief Executive Officer of Callisto Pharmaceuticals, Inc. from May 2003 until January 2013 and a director from October 2004 until January 2013. Dr. Jacob currently serves as a director of Trovagene, Inc., a precision medicine company. Dr. Jacob has over twenty-five years of experience in the pharmaceutical and biotechnology industries across multiple disciplines including research & development, operations and business development. Prior to 1999, Dr. Jacob served as a Monsanto Science Fellow, specializing in the field of glycobiology, and from 1997 to 1998 was Director of Functional Genomics, Corporate Science & Technology, at Monsanto Company. Dr. Jacob also served from 1990 to 1997 as Director of Glycobiology at G.D. Searle Pharmaceuticals Inc. During the period of 1986 to 1990, he was Manager of the G.D. Searle Glycobiology Group at Oxford University, England. Dr. Jacob’s experience as a biotechnology company chief executive officer provides him with valuable management and leadership abilities which the Board believes qualifies him to be a director of our Company.

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Thomas Adams, Ph.D. has served as a director of our Company since September 2016. Dr. Adams has been Chairman of the Board of Trovagene, Inc., a precision medicine company, since April 2009. Dr. Adams has served as the Chairman of Clearbridge BioPhotonics, Inc., an imaging solutions company, since April 2013. From June 2005 through 2011, Dr. Adams served as a director of IRIS International, Inc., a diagnostics company, and has served as Chief Technology Officer of IRIS since April 2006. Dr. Adams was the Head of Iris Molecular Diagnostics from 2006 until November 2012 and has served as the President of Iris Personalized Medicine since 2011. In November 2012, IRIS was acquired by Danaher Corporation. Dr. Adams served as Chairman and Chief Executive Officer of Leucadia Technologies, a privately held medical-device company, from 1998 to April 2006, when Leucadia was acquired by IRIS. In 1989, Dr. Adams founded Genta, Inc., a publicly held biotechnology company in the field of antisense technology, and served as its Chief Executive Officer until 1997. Dr. Adams founded Gen-Probe, Inc. in 1984 and served as its Chief Executive Officer and Chairman until its acquisition by Chugai Biopharmaceuticals, Inc. in 1989. Dr. Adams has served as a director of Synergy Pharmaceuticals Inc., a biotechnology company, since July 2009. Dr. Adams holds a Ph.D. in Biochemistry from the University of California, at Riverside. The Board believes that Dr. Adams’ executive leadership, particularly in the diagnostic field, and the extensive healthcare expertise he has developed qualifies Dr. Adams to serve as a director of our Company.

Tamar Howson has served as a director of the Company since December 2016. Since September 2011, Ms. Howson has served as Principal of Howson Associates and from January 2009 until December 2011 she served as Senior Advisor of JSB-Partners. From April 2007 until October 2008, Ms. Howson served as Senior Vice President of Corporate Development at Lexicon Pharmaceuticals and from December 2001 until February 2007 she served as Senior Vice President of Corporate and Business Development at Bristol-Myers Squibb Company. From April 1991 until June 2000, Ms. Howson served as Senior Vice President of Corporate and Business Development at SmithKline Beecham. Ms. Howson earned a B.Sc. in Chemical Engineering from Technion in Haifa, Israel, an M.S. in Chemical Engineering from City College of New York, and an MBA in Finance, International Business and Marketing from Columbia University. The Company believes that Ms. Howson’s experience in corporate and business development qualifies her to serve as a director of our Company.

Board Leadership Structure and Board’s Role in Risk Oversight

We have a separate Chairman of the Board, Dr. Jacob, and Chief Executive Officer, Mr. Sapirstein. We believe that having an independent director serve as our Chairman allows our CEO to focus on our business, while allowing the Chairman to fulfill his fundamental Board leadership role, which includes providing advice to and independent oversight of our Board. As Chairman, Dr. Jacob serves as the primary liaison between the CEO and the independent directors and provides strategic input and counseling to the CEO. With input from other members of the board of directors, committee chairs and management, he presides over meetings of the board of directors. Dr. Jacob has developed an extensive knowledge of our company, its challenges and opportunities and has a productive working relationship with our senior management team.single class.

The board of directors, as a unified body and through committee participation, organizes the execution of its monitoring and oversight roles and does not expect its Chairman to organize those functions. The board of directors has three standing committees – Audit, Compensation and Corporate Governance/Nominating. The membership of each of the board committees is comprised of independent directors, with each of the committees having a separate chairman, each of whom is an independent director. Our non-management members of the board of directors meet in executive session at each board meeting.

Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. Management is responsible for the day-to-day management of risks the company faces, while the board of directors, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, the board of directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed.

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The board of directors recognizes that different leadership models may, depending upon individual circumstances, work for other companies and may be appropriate for us under different circumstances. The board ofdirectors believes that we will be greatly benefited from having a single person setting the tone and direction for our company and having primary responsibility for managing its operations, while allowing the board of directors to carry out its oversight responsibilities with the full involvement of each independent director. Our CEO communicates frequently with members of the board to discuss strategy and challenges facing the company. Senior management usually attends our regular quarterly board meetings and is available to address any questions or concerns raised by the board of directors on risk management-related and any other matters. Each quarter, the board of directors receives presentations from senior management on matters involving our areas of operations.

Information Regarding the Board of Directors and Corporate Governance

Directorships

Except as otherwise reported above, none of our directors held directorships in other reporting companies and registered investment companies at any time during the past five years.

Family Relationships

There are no family relationships among our directors and executive officers. There is no arrangement or understanding between or among our executive officers and directors pursuant to which any director or officer was or is to be selected as a director or officer.

Involvement in Certain Legal Proceedings

To our knowledge, during the past ten years, none of our directors, executive officers, promoters, control persons, or nominees has been:

·                   the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

·convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

·subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or any Federal or State authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;

·found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law;

·the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of (a) any Federal or State securities or commodities law or regulation; (b) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (c) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

·the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity

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Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

There are no material proceedings to which any director of the Company is a party adverse to the Company or has a material interest adverse to the Company.

Board Responsibilities and Structure

The Board oversees, counsels, and directs management in our long-term interest and our shareholders. The Board’s responsibilities include establishing broad corporate policies and reviewing our overall performance. The Board is not, however, involved in the operating details on a day-to-day basis.

Board of Directors Meetings

During the fiscal year ended June 30, 2017, our Board met 6 times, including telephonic meetings, the Audit Committee met 5 times, the Compensation Committee met 5 times and the Corporate Governance/Nominating Committee did not meet. All directors attended 100% of the aggregate number of meetings of the Board, all of the Audit Committee members attended 100% of the Audit Committee meetings and all of the Compensation  Committee members attended 100% of the Compensation Committee meetings.

Information Regarding Board Committees

Our Board has established standing Audit, Compensation and Corporate Governance/Nominating Committees to devote attention to specific subjects and to assist it in the discharge of its responsibilities. All committees operate under a written charter adopted by our Board, each of which is available on our Internet website at www.contravir.com under “Corporate Governance.”

Audit Committee

The Audit Committee’s responsibilities include: (i) reviewing the independence, qualifications, services, fees, and performance of the independent registered public accountants, (ii) appointing, replacing and discharging the independent registered public accounting firm, (iii) pre-approving the professional services provided by the independent registered public accounting firm, (iv) reviewing the scope of the annual audit and reports and recommendations submitted by the independent registered public accounting firm, and (v) reviewing our financial reporting and accounting policies, including any significant changes, with management and the independent registered public accounting firm. The Audit Committee also prepares the Audit Committee report that is required pursuant to the rules of the SEC.

The Audit Committee currently consists of John Brancaccio, chairman of the Audit Committee, Arnold Lippa and Thomas Adams. We believe that each of Mr. Brancaccio, Dr. Lippa and Dr. Adams is “independent” as that term is defined under applicable SEC and NASDAQ rules. Mr. Brancaccio is our audit committee financial expert. The board of directors has adopted a written charter setting forth the authority and responsibilities of the Audit Committee. The charter is available on our website at www.contravir.com.

Compensation Committee

The Compensation Committee has responsibility for assisting the board of directors in, among other things, (i) evaluating and making recommendations regarding the compensation of the executive officers and directors of our company, (ii) assuring that the executive officers are compensated effectively in a manner consistent with our stated compensation strategy, (iii) producing an annual report on executive compensation in accordance with the rules and regulations promulgated by the SEC, (iv) periodically evaluating the terms and administration of our incentive plans and benefit programs and (v) monitoring of compliance with the legal prohibition on loans to our directors and executive officers.

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The Compensation Committee currently consists of Arnold Lippa, chairman of the Compensation Committee, John Brancaccio, Tamar Howson, and Thomas Adams. We believe that all of the members are “independent” under the current listing standards of NASDAQ. The board of directors has adopted a written charter setting forth the authority and responsibilities of the Compensation Committee which is available on our website at www.contravir.com.

Compensation Committee Interlocks and Insider Participation

None of the members of our compensation committee was, during the year ended June 30, 2017, an officer or employee of ours, was formerly an officer of ours or had any relationship requiring disclosure by us under Item 404 of Regulation S-K. No interlocking relationship as described in Item 407(e)(4) of Regulation S-K exists between any of our executive officers or Compensation Committee members, on the one hand, and the executive officers or compensation committee members of any other entity, on the other hand, nor has any such interlocking relationship existed in the past.

Corporate Governance/Nominating Committee

The Corporate Governance/Nominating Committee has responsibility for assisting the board of directors in, among other things, (i) effecting board organization, membership and function including identifying qualified board nominees, (ii) effecting the organization, membership and function of board committees including composition and recommendation of qualified candidates, (iii) establishment of and subsequent periodic evaluation of successor planning for the chief executive officer and other executive officers, (iv) development and evaluation of criteria for board membership such as overall qualifications, term limits, age limits and independence and (v) oversight of compliance with the Corporate Governance Guidelines. The Corporate Governance/Nominating Committee shall identify and evaluate the qualifications of all candidates for nomination for election as directors. Potential nominees are identified by the board of directors based on the criteria, skills and qualifications that have been recognized by the Corporate Governance/Nominating Committee. While our nomination and corporate governance policy does not prescribe specific diversity standards, the Corporate Governance/Nominating Committee and its independent members seek to identify nominees that have a variety of perspectives, professional experience, education, differences in viewpoints and skills, and personal qualities that will result in a well-rounded board of directors.

The Corporate Governance/Nominating Committee currently consists of Timothy Block, chairman of the Corporate Governance/Nominating Committee, Arnold Lippa, Tamar Howson, and John Brancaccio. We believe that all of the members are “independent” under the current listing standards of NASDAQ. The board of directors has adopted a written charter setting forth the authority and responsibilities of the Corporate Governance/Nominating Committee which is available on our website at www.contravir.com.

Communications with our Board of Directors

Stockholders seeking to communicate with our Board should submit their written comments to our Chief Executive Officer, James Sapirstein, at ContraVir Pharmaceuticals, Inc., 399 Thornall Street, First Floor, Edison, NJ 08837. Mr. Sapirstein will forward such communications to each member of our Board; provided that, if in the opinion of Mr. Sapirstein it would be inappropriate to send a particular stockholder communication to a specific director, such communication will only be sent to the remaining directors (subject to the remaining directors concurring with such opinion).

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our officers and directors, and persons who own more than ten percent of a registered class of our equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.

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Based on a review of the copies of such forms received, we believe that during the year ended June 30, 2017, all filing requirements applicable to our officers, directors and greater than ten percent beneficial owners were complied with.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics to ensure that our business is conducted in a consistently legal and ethical manner. All of our employees, including our executive officers and directors, are required to comply with our Code of Business Conduct and Ethics.

The full text of the Code of Business Conduct and Ethics is posted on our website at http://www.contravir.com. Any waiver of the Code of Business Conduct and Ethics for directors or executive officers must be approved by our Audit Committee. We will disclose future amendments to our Code of Business Conduct and Ethics, or waivers from our Code of Business Conduct and Ethics for our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, on our website within four business days following the date of the amendment or waiver. In addition, we will disclose any waiver from our Code of Business Conduct and Ethics for our other executive officers and our directors on our website. A copy of our Code of Business Conduct and Ethics will also be provided free of charge upon request to: Secretary, ContraVir Pharmaceuticals Inc. 399 Thornall Street, First Floor, Edison, NJ 08837.

Director Compensation

On March 12, 2014, the Board of Directors determined that compensation for our non-employee directors will be comprised of an annual cash retainer and an annual equity awardit was in the formbest interests of stock options. In addition, we grantthe Company to new directors a one-time equity awardprovide for supermajority voting of the Series G Preferred Stock in order to obtain sufficient votes for the formReverse Stock Split proposal and thereby to attempt to avoid delisting by Nasdaq of stock options in connection with their electionthe Common Stock. Due to the board.required proportional voting structure of the Series G Preferred Stock that mirrors the actual voting by holders of the Common Stock and Series F Preferred Stock, the supermajority voting will serve to reflect the voting preference of the holders of Common Stock and Series F Preferred Stock that actually vote on the matter, whether for or against the proposal, and therefore will not override the stated preference of the holders of Common Stock.

Cash CompensationIn evaluating whether to seek stockholder approval for the Reverse Stock Split, our Board took into consideration negative factors associated with reverse stock splits. These factors include: the negative perception of reverse stock splits that investors, analysts and other stock market participants may hold; the fact that the stock prices of some companies that have effected reverse stock splits have subsequently declined, sometimes significantly, following their reverse stock splits; the possible adverse effect on liquidity that a reduced number of outstanding shares could cause; and the costs associated with implementing a reverse stock split.

Below is a summary of cash compensation payable to non-employee directors forEven if our stockholders approve the fiscal year ended June 30, 2017:

In addition to the above cash compensation, each board member receives a $2,000 fee for each in-person attendance of quarterly board meetings.

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Equity Awards

The Compensation Committee grants equity awards to non-employee directors as follows:

· upon initial election or appointment toReverse Stock Split, our Board of Directors, a non-employee director will be granted an award of a nonqualified stock optionreserves the right not to purchase a number of shares of common stock to be determined ateffect the time of such director’s appointment to the board; and

· as a continuing member of the board of directors, each non-employee director will be granted an annual award of a nonqualified stock option to purchase a number of shares of common stock,

provided that,Reverse Stock Split if in either case, the Compensation Committee has discretion to decrease the size of any such grant ifour Board’s opinion it determines such modification towould not be in the best interests of the Company after considering the factors the Compensation Committee deems appropriate.or our stockholders to effect such Reverse Stock Split.

Director Compensation Table

Potential Effects of the Proposed Amendment

DuringIf our stockholders approve the year ended June 30, 2017,Reverse Stock Split and the board of directors effects it, the number of shares of common stock issued and outstanding will be reduced, depending upon the ratio determined by the board of directors. The Reverse Stock Split will affect all holders of our non-employee directors receivedcommon stock uniformly and will not affect any stockholder’s percentage ownership interest in the following compensation for their servicesCompany, except that as described below in “Fractional Shares,” record holders of common stock otherwise entitled to a fractional share as a result of the Reverse Stock Split because they hold a number of shares not evenly divisible by the Reverse Stock Split ratio will automatically be entitled to receive an additional fraction of a share of common stock to round up to the next whole share. In addition, the Reverse Stock Split will not affect any stockholder’s proportionate voting power (subject to the treatment of fractional shares).

The Reverse Stock Split will not change the terms of the common stock. Additionally, the Reverse Stock Split will have no effect on the boardnumber of common stock that we are authorized to issue. After the Reverse Stock Split, the shares of common stock will have the same voting rights and its committees:rights to dividends and distributions and will be identical in all other respects to the common stock now authorized. The common stock will remain fully paid and non-assessable.

After the effective time of the Reverse Stock Split, we will continue to be subject to the periodic reporting and other requirements of the Exchange Act.

Registered “Book-Entry” Holders of Common Stock

Our registered holders of common stock hold some or all of their shares electronically in book-entry form with the transfer agent. These stockholders do not have stock certificates evidencing their ownership of the common stock. They are, however, provided with statements reflecting the number of shares registered in their accounts.

Stockholders who hold shares electronically in book-entry form with the transfer agent will not need to take action to receive evidence of their shares of post-Reverse Stock Split common stock.

Holders of Certificated Shares of Common Stock

Stockholders holding shares of our common stock in certificated form will be sent a transmittal letter by the transfer agent after the effective time of the Reverse Stock Split. The letter of transmittal will contain instructions on how a stockholder should surrender his, her or its certificate(s) representing shares of our common stock (the “Old Certificates”) to the transfer agent. Unless a stockholder specifically requests a new paper certificate or holds restricted shares, upon the stockholder’s surrender of all of the stockholder’s Old Certificates to the transfer agent, together with a properly completed and executed letter of transmittal, the transfer agent will register the appropriate number of shares of post-Reverse Stock Split common stock electronically in book-entry form and provide the stockholder with a statement reflecting the number of shares registered in the stockholder’s account. No stockholder will be required to pay a transfer or other fee to exchange his, her or its Old Certificates. Until surrendered, we will deem outstanding Old Certificates held by stockholders to be cancelled and only to represent the number of shares of post-Reverse Stock Split common stock to which these stockholders are entitled. Any Old Certificates submitted for exchange, whether because of a sale, transfer or other disposition of stock, will automatically be exchanged for appropriate number of shares of post-Reverse Stock Split common stock. If an Old Certificate has a restrictive legend on its reverse side, a new certificate will be issued with the same restrictive legend on its reverse side.

STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY STOCK CERTIFICATE(S) UNTIL REQUESTED TO DO SO.

Fractional Shares

We will not issue fractional shares in connection with the Reverse Stock Split. Instead, stockholders who otherwise would be entitled to receive fractional shares because they hold a number of shares not evenly divisible by the Reverse Stock Split ratio will automatically be entitled to receive an additional fraction of a share of common stock to round up to the next whole share. In any event, cash will not be paid for fractional shares.

Effect of the Reverse Stock Split on Outstanding Stock Options and Warrants

Based upon the Reverse Stock Split ratio, proportionate adjustments are generally required to be made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding options and warrants. This would result in approximately the same aggregate price being required to be paid under such options or warrants upon exercise, and approximately the same value of shares of common stock being delivered upon such exercise immediately following the Reverse Stock Split as was the case immediately preceding the Reverse Stock Split. The number of shares reserved for issuance pursuant to these securities will be reduced proportionately based upon the Reverse Stock Split ratio.

As of June 30, 2017, we have recorded a liability of approximately $74,013 related to director fees, which was paid in July 2017.Accounting Matters

(1) RepresentsThe proposed amendment to our Certificate of Incorporation will not affect the fairpar value of incentiveour common stock. As a result, at the effective time of the Reverse Stock Split, the stated capital on our balance sheet attributable to the common stock options granted duringwill be reduced in the year ended June 30, 2017 usingsame proportion as the Black-Scholes modelReverse Stock Split ratio, and the additional paid-in capital account will be credited with the amount by which the stated capital is reduced. The per share net income or loss will be restated for computing stock-based compensation expenseprior periods to conform to the post-Reverse Stock Split presentation.

Certain Federal Income Tax Consequences of the Reverse Stock Split

The following summary describes, as of the date of grant. The fair valuethis proxy statement, certain U.S. federal income tax consequences of the option grants was calculates in accordance with FASB ASC 718, and the assumptions used are described in Note 10Reverse Stock Split to the Company’s audited consolidated financial statements for the year ended June 30, 2017.

(2) As of June 30, 2017, Dr. Jacob held 1,015,000 option awards of which 767,500 are exercisable.

(3) As of June 30, 2017, Mr. Brancaccio held 200,656 option awards of which 155,235 are exercisable.

(4) As of June 30, 2017, Dr. Lippa held 77,500 option awards of which 15,000 grants are exercisable.

(5) As of June 30, 2017, Dr. Block held 169,688 option awards of which 127,217 are exercisable.

(6) As of June 30, 2017, Ms. Howson held 80,000 option awards of which no grants are exercisable.

(7) As of June 30, 2017, Dr. Adams held 45,000 option awards of which no grants are exercisable.

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Vote Required; Recommendation of the Board of Directors

If a quorum is present and voting at the Annual Meeting, each nominee must receive a plurality of the votes cast by the holders of our common stockstock. This summary addresses the tax consequences only to be elected to our Board. Votes withheld from any nominee, abstentions and broker non-votes will be counted only for purposes of determining a quorum. Broker non-votes will have no effect on this proposal as brokers or other nominees are not entitled to vote on such proposal in the absence of voting instructions from the beneficial owner.

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE NOMINEES TO THE BOARD SET FORTH IN THIS PROPOSAL 1.

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PROPOSAL 2:

RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

The Audit Committee has selected BDO USA, LLP, as the Company’s independent registered public accountants for the fiscal year ending June 30, 2018 and has further directed that management submit the selection of independent registered public accountants for ratification by the stockholders at the Annual Meeting. A representatives of BDO USA, LLP is expected to be present at the Annual Meeting

Stockholder ratification of the selection of BDO USA, LLP as our independent registered public accountants is not required by Delaware law, the Company’s certificate of incorporation, or the Company’s bylaws. However, the Audit Committee is submitting the selection of BDO USA, LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee will reconsider whether to retain that firm. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of different independent registered public accountants at any time during the year if the Audit Committee determines that such a change would be in the best interests of the Company and its stockholders.

The affirmative vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote at the Annual Meeting will be required to ratify the selection of BDO USA, LLP. Abstentions will be counted toward the tabulation of votes cast on Proposal 2 and will have the same effect as negative votes. Broker non-votes will be counted towards a quorum, but will not be counted for any purpose in determining whether Proposal 2 has been approved.

Independent Registered Public Accountants’ Fees

Audit Fees

The aggregate fees billed and unbilled for the fiscal years ended June 30, 2017 and 2016 for professional services rendered by our principal accountants for the audits of our annual financial statements on Form 10-K, the review of our financial statements included in our quarterly reports on Form 10-Q, services associated with other SEC filings, and consents were approximately $273,000 and $270,000, respectively.

Audit Related Fees

There were $25,800 of audit related fees incurred in the fiscal year ended June 30, 2017 related to remaining fees attributable to the acquisition of the net assets of Ciclofilin Pharmaceuticals Inc. and our proxy statement and $64,000 of audit related fees incurred in the fiscal year ended June 30, 2016 related to the acquisition of the net assets of Ciclofilin Pharmaceuticals Inc. that closed on June 10, 2016

Tax and Other Fees

There was approximately $21,400 billed for the fiscal year ended June 30, 2017 and $12,000 billed for the fiscal year ended June 30, 2016 for professional services rendered by our principal accountants for tax compliance. There were no other fees billed for the years ended June 30, 2017 or 2016.

Audit Committee’s Pre-Approval Policies and Procedures

Consistent with SEC policies and guidelines regarding audit independence, the Audit Committee is responsible for the pre-approval of all audit and permissible non-audit services provided by our principal accountants on a case-by-case basis. Our Audit Committee has established a policy regarding approval of all audit and permissible non-audit services provided by our principal accountants. Our Audit Committee pre-approves these services by category and service. Our Audit Committee has pre-approved all of the services provided by our principal accountants.

Vote Required; Recommendation of the Board of Directors

The affirmative vote of a majority of the shares of common stock present or represented by proxy and entitled to vote at the meeting will be required to ratify the selection of BDO USA, LLP.

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OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE TO RATIFY THE SELECTION OF BDO USA, LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 30, 2018.

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The following Audit Committee Report shall not be deemed to be “soliciting material,” “filed” with the SEC, or subject to the liabilities of Section 18 of the Exchange Act. Notwithstanding anything to the contrary set forth in any of the Company’s previous filings under the Securities Act of 1933, as amended, or the Exchange Act, that might incorporate by reference future filings, including this Proxy Statement, in whole or in part, the following Audit Committee Report shall not be incorporated by reference into any such filings.

The Audit Committee is comprised of three independent directors (as defined under Rule 5605(a)(2) of the NASDAQ Stock Market). The Audit Committee operates under a written charter,U.S. holder, which is available in print to any stockholder upon request to the Corporate Secretary.

We have reviewed and discussed with management the Company’s audited consolidated financial statements as of and for the fiscal year ended June 30, 2017.

Management is responsible for the Company’s internal accounting and financial controls, the financial reporting process, and compliance with the Company’s policies and legal requirements.  The Company’s independent registered public accounting firm is responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with standards of the Public Company Accounting Oversight Board (United States) or “PCAOB”, and for issuance of a report thereon; they also perform limited reviews of the Company’s unaudited quarterly financial statements. We have discussed with BDO USA, LLP, the overall scope and plans for their audit as well as the results of their examinations, and the overall quality of the Company’s financial reporting.

We have discussed with management and BDO USA, LLP, , those matters required to be discussed pursuant to Auditing Standards No. 1301, “Communications with Audit Committees,” issued by the PCAOB and other auditing standards generally accepted in the United States, the corporate governance standards of the NASDAQ Stock Market and the Audit Committee’s Charter.

We have received and reviewed the written disclosures and the letter from BDO USA, LLP required by applicable requirements of the PCAOB regarding BDO USA, LLP’s communications with the Audit Committee concerning independence, and have discussed with BDO USA, LLP, their independence from management and the Company.

Based on the reviews and discussions referred to above, we recommended to the Board of Directors that the financial statements referred to above be included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2017 for filing with the SEC.

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PROPOSAL 3:

APPROVAL OF AN AMENDMENT TO THE COMPANY’S 2013 PLAN TO INCREASE THE RESERVATION OF COMMON STOCK FOR ISSUANCE THEREUNDER TO 10,700,000 SHARES FROM 7,700,000 SHARES

Our Board adopted the 2013 Plan in June 2013. The Board initially authorized the issuance of up to 1,500,000 shares of common stock under the 2013 Plan. On December 2, 2014, our stockholders approved an increase in the authorized number of shares under the 2013 Plan to 6,500,000 shares and on December 14, 2016, our stockholders approved an increase in the authorized number of shares under the 2013 Plan to 7,700,000 shares.

We are seeking stockholder approval in order to amend the 2013 Plan to increase the total number of sharesbeneficial owner of our common stock available for issuance thereunder to 10,700,000 shares.that is either:

Reasons

As described above, we are seeking stockholder approval ofThis summary is based on the amendment to increase the number of shares issuable pursuant to the 2013 Plan to 10,700,000 shares from 7,700,000 shares. As of October 27, 2017, there were 1,218,814 shares remaining available for issuance under the 2013 Plan. In determining the amount of the increase contemplated by the proposed amendment to the 2013 Plan, the Board has taken into consideration the fact that, as of October 26, 2017, there were approximately 78 million shares of our Common Stock outstanding. If this amendment to the 2013 Plan is approved, the number of shares available for issuance under the 2013 Plan would increase by 3,000,000 shares to 10,700,000 shares. The requested increase represents approximately 3.8% of the outstanding shares of Common Stock and the total number of shares available for issuance under the 2013 Plan would represent approximately 5.3% of our Common Stock as calculated.

For the year ended June 30, 2017, the average burn rate at which shares of our Common Stock were granted under the 2013 Plan as a percentage of average basic shares outstanding in that period was approximately 1.7%.

Total potential dilution (as a percentage of shares of our Common Stock outstanding) associated with the 3,000,000 additional shares of our Common Stock to be authorized under the 2013 Plan plus the 6,481,186 shares subject to outstanding awards under the 2013 Plan (as of October, 27, 2017) is 12.1%.

The historical burn rate and the potential dilution described above may not be indicative of what the actual amounts are in the future. The 2013 Plan does not contemplate the amount or timing of specific equity awards. The potential dilution is a forward-looking statement. Forward-looking statements are not facts. Actual results may differ materially because of factors such as those identified in reports we have filed with the Securities and Exchange Commission.

The purpose of this increase is to continue to be able to attract, retain and motivate executive officers and other employees and certain consultants. Upon stockholder approval, additional shares of Common Stock will be reserved for issuance under the 2013 Plan, which will enable us to continue to grant equity awards to our officers, employees and consultants at levels determined by the Board to be necessary to attract, retain and motivate the individuals who will be critical to our success in achieving its business objectives and thereby creating greater value for all our stockholders. We have no current plans to make awards under the 2013 Plan.

Furthermore, we believe that equity compensation aligns the interests of our management and other employees with the interests of our other stockholders. Equity awards are a key component of our incentive compensation program. We believe that option grants have been critical in attracting and retaining talented employees and officers, aligning their interests with those of stockholders, and focusing key employees on our long-

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term growth. We anticipate that option grants and other forms of equity awards such as restricted stock awards may become an increasing component in similarly motivating our consultants.

Approval of the amendment to the 2013 Plan will permit the Company to continue to use stock-based compensation to align stockholder and employee interests and to motivate employees and others providing services to us or any of our subsidiaries.

The terms of the 2013 Plan are summarized below and the full text of 2013 Plan is set forth as Exhibit 10.1 to our Registration Statement on Form S-8 filed with the SEC on May 4, 2015.  The full text of the proposed amendment to the 2013 Plan is set forth as Appendix A to this proxy statement. It is intended that the 2013 Plan qualify as an incentive stock option plan meeting the requirements of Section 422provisions of the Internal Revenue Code of 1986, as amended (the “Code”).

Summary of the 2013 Equity Incentive Plan

Employees, officers, U.S. Treasury regulations, administrative rulings and directors of, and consultants and advisors to us, and any subsidiary, are eligible to receive awards under the 2013 Plan at the discretion of the Board or its designated committee. The Board, or a committee designated by the Board (for the purposes of this Proposal 3, “Board” shall also refer to such a committee, if any), hasjudicial authority, to, among other things:

·Determine the persons to whom, and the time or times at which, options shall be granted and the number of shares of Common Stock to be subject to each option;

·Designate optionsall as incentive stock options or nonstatutory stock options;

·Determine the fair market value of shares of stock or other property;

·Determine the terms, conditions and restrictions applicable to each option (which need not be identical) and any shares acquired upon the exercise thereof, including, without limitation, (i) the exercise price of the option, (ii) the method of payment for shares purchased upon the exercise of the option; (iii) the method for satisfaction of any tax withholding obligation arising in connection with the option or such shares, including by the withholding or delivery of shares of stock, (iv) the timing, terms and conditions of the exercisability of the option or the vesting of any shares acquired upon the exercise thereof, including the grants of options on an immediately exercisable basis subject to repurchase restrictions in favor of us, (v) the time of the expiration of the option, (vi) the effect of the optionee’s termination of service with us on any of the foregoing, and (vii) all other terms, conditions and restrictions applicable to the option or such shares not inconsistent with the terms of the 2013 Plan;

·Approve one or more forms of Option Agreement—Incentive Stock Option and Option Agreement—Nonstatutory Stock Option;

·Amend, modify, extend, cancel, renew, reprice or otherwise adjust the exercise price of, or grant a new option in substitution for, any option or to waive any restrictions or conditions applicable to any option or any shares acquired upon the exercise thereof;

·Accelerate, continue, extend or defer the exercisability of any option or the vesting of any shares acquired upon the exercise thereof, including with respect to the period following an optionee’s termination of service with us;

·Prescribe, amend or rescind rules, guidelines and policies relating to the 2013 Plan, or to adopt supplements to, or alternative versions of, the 2013 Plan, including, without limitation, as the Board deems necessary or

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desirable to comply with the laws of, or to accommodate the tax policy or custom of, foreign jurisdictions whose citizens may be granted options; and

·Correct any defect, supply any omission or reconcile any inconsistency in the 2013 Plan or any option agreement and to make all other determinations and take such other actions with respect to the 2013 Plan or any option as the Board may deem advisable to the extent consistent with the 2013 Plan and applicable law.

Our employees and directors, and consultants, and any parent corporation, or subsidiary are eligible to receive nonstatutory stock options and other stock-based awards under the 2013 Plan. Only our employees, and any parent corporation or subsidiary, are eligible to receive incentive stock options under the 2013 Plan.

Incentive stock options may not be priced at less than 100% of the fair market value of our Common Stock on the date of grant (110% of fair market value in the case of individuals holding 10% or more of our Common Stock). Except as otherwise determined by the Board, in the case of nostatutory options, the exercise price may not be less than 100% of the fair market value on the date of grant in accordance with applicable law. The fair market value of our Common Stock on October 27, 2017, was $0.62, based on the closing sale price of our Common Stock as reported by The Nasdaq Capital Market on that date. The 2013 Plan provides that stock options and similar awards may be issued with exercise periods of up to 10 years (except that no Incentive Stock Option granted to 10% owners of the our common stock shall be exercisable after the expiration of five years after the effective date of grant of such option).

Payment of the exercise price of options under the 2013 Plan may be made in the form of: (1) cash, check or cash equivalent; (2) by tender to us, or attestation to ownership, of shares of Common Stock owned by the optionee having a fair market value not less than the exercise price; (3) such other consideration as may be approved by the Board to the extent applicable by law; (4) or any combination thereof, as determined by the Board.

In the event of termination of employment or consulting relationship for any reason other than disability or death, the award recipient may exercise his or her vested options within 90 days of the date of such termination. In the event of termination as a result of disability, the award recipient may exercise histhis proxy statement. Subsequent developments in U.S. federal income tax law, including changes in law or her vested options within one year following the date of such termination but in any event no later than the date of expiration of the option’s term. In the event of death, the award recipient’s estate may exercise his or her vested options within one year following the date of death. Upon the occurrence of a “Change in Control” (as defined in the 2013 Plan), the Board may, at its sole discretion, accelerate the vesting and exercisability of outstanding options.

The Board has discretion to grant other stock-based awards; provided, however, that no such awardsdiffering interpretations, which may be made unlessapplied retroactively, could have a material effect on the terms of the 2013 Plan and the awards are in compliance with Section 409A of the Code.

Transfers of awards may not be made other than by will or by the laws of descent and distribution. During the lifetime of a participant, an award may be exercised only by the participant to whom the award is granted.

Federal Income Tax Consequences

The following is a summary of the principal U.S. federal income tax consequences generally applicable to awards underof the 2013 Plan. Reverse Stock Split.

This summary does not purport to consideraddress all of the possibletax consequences that may be relevant to any particular investor, including tax considerations that arise from rules of general application to all taxpayers or to certain classes of taxpayers or that are generally assumed to be known by investors. This summary also does not address the tax consequences to (i) persons that may be subject to special treatment under U.S. federal income tax law, such as banks, insurance companies, thrift institutions, regulated investment companies, real estate investment trusts, tax-exempt organizations, U.S. expatriates, persons subject to the alternative minimum tax, persons whose functional currency is not the U.S. dollar, partnerships or other pass-through entities, traders in securities that elect to mark to market and dealers in securities or currencies, (ii) persons that hold our common stock as part of a position in a “straddle” or as part of a “hedging transaction,” “conversion transaction” or other integrated investment transaction for federal income tax purposes or (iii) persons that do not hold our common stock as “capital assets” (generally, property held for investment). This summary does not address backup withholding and information reporting. This summary does not address U.S. holders who beneficially own common stock through a “foreign financial institution” (as defined in Code Section 1471(d)(4)) or certain other non-U.S. entities specified in Code Section 1472. This summary does not address tax considerations arising under any state, local or foreign laws, or under federal estate or gift tax laws.

If a partnership (or other entity classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of our common stock, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. Partnerships that hold our common stock, and partners in such partnerships, should consult their own tax advisors regarding the U.S. federal income tax consequences of the Reverse Stock Split.

Each holder should consult his, her or its own tax advisors concerning the particular U.S. federal tax consequences of the awards andReverse Stock Split, as well as the consequences arising under the laws of any other taxing jurisdiction, including any foreign, state, or local income tax consequences.

General Tax Treatment of the Reverse Stock Split

The Reverse Stock Split is not intended to reflectqualify as a “reorganization” under Section 368 of the particularCode that should constitute a “recapitalization” for U.S. federal income tax positionpurposes. Assuming the Reverse Stock Split qualifies as a reorganization, a U.S. holder generally will not recognize gain or loss upon the exchange of any award recipient. This summary isour ordinary shares for a lesser number of ordinary shares, based upon the Reverse Stock Split ratio. A U.S. federalholder’s aggregate tax laws and regulations nowbasis in effect and as currently interpreted and does not take into account possible changesthe lesser number of ordinary shares received in the Reverse Stock Split will be the same such U.S. holder’s aggregate tax laws orbasis in the shares of our common stock that such interpretations, any of which may be applied retroactively. Award recipients are strongly advisedU.S. holder owned immediately prior to consult their own tax advisors for additional information.

Grant of an Optionthe Reverse Stock Split. The grant of an option is not expected to result in any taxable incomeholding period for the recipient as of the date of the grant, except thatordinary shares received in the event non-statutory options are granted with an exercise price lower thanReverse Stock Split will include the then-current fair market valueperiod during which a U.S. holder held the shares of our common stock that were surrendered in the CommonReverse Stock Split. The United States Treasury regulations provide detailed rules for allocating the difference between the exercise pricetax basis and the then-

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current fair market value may be treated as deferred compensation income recognized as of the date the non-statutory options are granted.

Exercise of Incentive Stock Option    The holder of an incentive stock option generally will have no taxable income upon exercising the option (except that a tax liability may arise pursuant to the alternative minimum tax), and the Company will not be entitled to a tax deduction.

Exercise of Nonqualified Stock Option    Generally, subject to Code Section 409A, upon exercising a nonqualified stock option, the award recipient must recognize ordinary income equal to the excess of the fair market valueholding period of the shares of Common Stock acquired on the date of exercise over the exercise price. The income will be treated as compensation income subjectour common stock surrendered to payroll and withholding tax obligations. The Company would be entitled to a compensation deduction in the amount of income recognized by the award recipient.

Disposition of Shares Acquired Through an Option    The tax consequence to a holder of an option upon a disposition of shares acquired through the exercise of an option will depend on how long the shares have been held and upon whether such shares were acquired by exercising an incentiveof our common stock option or by exercising a nonqualified stock option.

Generally, the disposition of shares which were acquired by exercise of an incentive stock option will be taxable as long-term capital gain or loss if the award recipient disposes of the shares more than two years after the option was granted and at least one year after exercising the option. If the award recipient fails to satisfy the holding period requirements for treatment as an incentive stock option, a disposition will result in any gain being treated as compensation income subject to ordinary tax rates. If the award recipient is still an employee of the Company at the time of the disposition, the amount of gain treated as compensation will also be subject to payroll and withholding taxes.

If an award recipient disposes of shares acquired through the exercise of a nonqualified option, any gain or loss will be treated as a capital gain or loss. To the extent such shares have been held for at least one year after exercise of the nonqualified option, the gain or loss will be treated as long-term capital gain or loss.

Generally, there will be no tax consequence to us in connection with the disposition of shares acquired under an option, except that we may be entitled to a tax deduction in the case of the disposition of shares acquired under an incentive stock option before the applicable incentive stock option holding periods set forth in the Code have been satisfied.

The grant by the Board of other stock-based awards may have varying tax consequences to award recipients. Grants made pursuant to the 2013 Plan may be subject to Code Section 409A and plan administration may have to conform to Code Section 409A. Failure to comply with Code Section 409A, if applicable, will result in acceleration of income and imposition of penalties and interest to award recipients.

Application of Section 16 of the Securities Exchange Act of 1934    Special rules may apply in the case of individuals subject to Section 16 of the Securities Exchange Act of 1934, as amended. In particular, unless a special election is made pursuant to the Code, shares received pursuant to the exerciseReverse Stock Split. U.S. holders of ashares of our common stock option may be treated as restricted as to transferabilityacquired on different dates and subject to a substantial riskat different prices should consult their tax advisors regarding the allocation of forfeiture for athe tax basis and holding period of up to six months after the date of exercise. Accordingly, the amount of any ordinary income recognized, and the amount of our tax deduction, are determined as of the end of such period.shares.

Delivery

THE FOREGOING IS INTENDED ONLY AS A SUMMARY OF CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT, AND DOES NOT CONSTITUTE A TAX OPINION. EACH HOLDER OF OUR COMMON SHARES SHOULD CONSULT ITS OWN TAX ADVISOR REGARDING THE TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT TO THEM AND FOR REFERENCE TO APPLICABLE PROVISIONS OF THE CODE.

Interests of Shares to Satisfy Tax Obligation    Under the 2013 Plan, participants may deliver sharesOfficers and Directors in this Proposal

Our officers and directors do not have any substantial interest, direct or indirect, in in this proposal.

Required Vote of Common Stock (either shares received upon the receipt or exercise of the award or shares previously owned by the holder of the option) to us to satisfy federal and state tax obligations unless the Board provides to the contrary in the award agreement.

Vote RequiredStockholders

The affirmative vote of a majority of the voting power of the outstanding shares of Common Stock present or represented by proxy and Preferred Stock of the Company entitled to vote, voting together as a single class, on this item at the annual meetingSpecial Meeting is required for approval of this Proposal 1. Proxies solicited by our Board of Directors will be required to amend our 2013 Plan. Abstentions will be counted toward the tabulationvoted for approval of votes cast on this proposal and will have the same effect as negative votes. Broker non-votes will have no effect on this proposal as brokers or other nominees are not entitled to vote on such proposal in the absence of voting instructions from the beneficial owner.Proposal 1 unless otherwise specified.

Board Recommendation

The board of directors unanimously recommends a vote “OUR BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE TO AMEND THE 2013 PLAN TO INCREASE THE RESERVATION OF COMMON STOCK FOR ISSUANCE THEREUNDER TO 10,700,000 SHARES FROM 7,700,000 SHARES.” Proposal 1.

SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of shares of our common stock as of October 27, 2017 by:

·Record Date, based on 76,229,617 shares issued and outstanding by (i) each person known to beneficially own more than 5% of our named executive officers;

·outstanding common stock, (ii) each of our directors;

·directors, (iii) our executive officers and (iv) all of our current directors and executive officers as a group; and

·                  each stockholder known by us to owngroup. Shares are beneficially more than five percent of our common stock.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and includesowned when an individual has voting and/or investment power with respect toover the securities. Shares of common stock that may be acquired by an individualshares or groupcould obtain voting and/or investment power over the shares within 60 days of October 27, 2017, pursuant to the exercise of options or warrants, are deemed to be outstanding forRecord Date. Except as otherwise indicated, the purpose of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shownpersons named in the table. Percentage of ownership is based on 78,278,306 shares of common stock outstanding on October 27, 2017.

Except as indicated in footnotes to this table, we believe that the stockholders named in this table have sole voting and investment power with respect to all shares of common stock shown to be beneficially owned, by them, based on information providedsubject to us by such stockholders.community property laws, where applicable. Unless otherwise indicated, the address forof each director and executive officerbeneficial owner listed is:below is c/o ContraVirHepion Pharmaceuticals, Inc., 399 Thornall Street, First Floor, Edison, New Jersey 08837.08837.

(1)

* less than one percent.

Consists of 78,146 shares of common stock held by Mr. Cerrone and 4,357,958 shares of common stock held by Panetta Partners, Ltd. Mr. Cerrone is a member of the board of directors of Panetta Partners, Ltd. and in such capacity holds voting and dispositive control over securities held by Panetta.

*Represents beneficial ownership of less than 1%.

EXECUTIVE COMPENSATIONCERTAIN RELATIONSHIPS AND OTHER INFORMATION

Information about Executive OfficersRELATED TRANSACTIONS

The following table sets forth certain information about our executive officers asis a description of October 27, 2017

Mr. Sapirstein’s biography is listed under Proposal 1—Electiontransactions or series of Directors.

John Cavan has served as our Chief Financial Officer since April 1, 2016. From January 2016 to April 2016, Mr. Cavan served in the capacity of Interim CFO. Prior to joining ContraVir, Mr. Cavan was a consultant with The Pine Hill Group from February 2012 to March 2016 where he was instrumental in completing multiple strategic and financial transactions including initial public offerings, business combinations and strategic transactions. Prior to his role with the Pine Hill Group, from June 2006 until February 2012, he served as Chief Accounting Officer at Stemline Therapeutics, Inc. and as Vice President and Chief Accounting Officer at Aegerion Pharmaceuticals, Inc. where he was instrumental in the company’s initial public offering, through which Aegerion achieved a $2 billion market capitalization. He has also held financial positions within the healthcare industry at AlgoRx Pharmaceuticals, Inc. and Alpharma. Mr. Cavan served in a variety of financial and operational positions early in his career during tenures with large multinational public companies, including Sony, American Express, International Specialty Products (an Ashland Company) and Nestlé U.S.A. Mr. Cavan currently serves on the Board of Directors of Vantage Health Systems.

Dr. John Sullivan-Boyai has served as our Chief Medical Officer since January 19, 2015. From August 2014 until January 2015, Dr. Sullivan-Bolyai was the Executive Director of Infectious Disease clinical research at Merck & Co. Inc. where he oversaw multiple HCV protocols in all three phases of clinical development. From June 2007 until August 2014, he was the Vice-President of Clinical Research at Idenix Pharmaceuticals Inc. where he managed all medical aspects of the HIV and HCV programs. Additionally, he was responsible for the transition of Idenix’s clinical team to Merck, which acquired Idenix. Prior to joining Idenix, Dr. Sullivan-Bolyai worked at Anadys Pharmaceuticals on hepatitis C and at Valeant Pharmaceuticals International on Valeant’s nucleotide prodrug for the treatment of chronic hepatitis B infection. Previously, he held various medical and operations positions at Biomeasure and Serono Laboratories in Massachusetts, working on coagulation, immunomodulatory, endocrine, and gastrointestinal compounds. He began his career with Hoffmann-La Roche where he worked on a variety of compounds for the treatment of bacterial infections, HCV and HIV. Dr. Sullivan-Bolyai received an MD, MPH from the University of Washington in Seattle. He completed his infectious diseases fellowship training at the

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Children’s Orthopedic Hospital and Medical Center, Seattle, WA, followed by academic positions at UCLA and the University of Illinois.

Dr. Robert T. Foster has served as our Chief Scientific Officer since June 10, 2016. Prior to ContraVir, he was Chief Executive Officer and Founder of Ciclofilin Pharmaceuticals Inc. from January 2014 until it merged with ContraVir on June 10, 2016. Prior to Ciclofilin Pharmaceuticals, he founded Isotechnika Pharma Inc. in 1993, where he was Chairman and Chief Executive Officer for 21 years. Dr. Foster was founding Chief Executive Officer and later, Chief Scientific Officer of Aurinia Pharmaceuticals, Inc., after Isotechnika acquired Aurinia. Dr. Foster is1, 2020 or any currently a Board member of Transcriptome Sciences Inc.

Dr. Theresa Matkovits joined us in May 2015 and currently serves as our Executive Vice President – Drug Development. Dr. Matkovits brings over 20+ years global drug development, commercialization, and leadership experience to ContraVir. A seasoned and established leader in the Pharmaceutical and Biotech Sectors, Dr. Matkovits has led Global Drug Development Teams bringing to market a number of approved medicines to several global markets. Dr. Matkovits earned her Ph.D. in Biochemistry and Molecular Biology from the University of Medicine and Dentistry of NJ.. She currently serves on the board of BioSurplus, Inc.

Executive Compensation

The following table contains compensation information for our Chief Executive Officer and certain other executives who were the most highly compensated executive officers for the fiscal years ended June 30, 2017 and 2016.

(1)Bonus and non-equity incentive compensation amounts are for performance during the fiscal year ended June 30, 2017, as applicable, whether or not paid in the year the compensation was earned.

(2)Represents cash incentive payments in excess of such named executive officer’s target bonus, paid at the discretion of our Board of Directors in 2017 for performance in 2017.

(3)Our named executive officers will only realize compensation to the extent the fair market value of our common stock is greater than the exercise price of such stock options. The grant date fair value of option awards granted in 2017 is in accordance with ASC Topic 718, or ASC 718. For information regarding assumptions underlying the valuation of equity awards, see Note 10 of the Financial Statements in our Annual Report on Form 10-K for the fiscal year ended June 30, 2017.

(4)Represents cash incentive payments earned based upon the achievement of corporate objectives established by our Board of Directors for performance in 2017.

Employment Agreements

On May 25, 2017, we entered into an Amended and Restated Executive Agreement (the “Sapirstein Agreement”) with James Sapirstein, our Chief Executive Officer.  The term of the Sapirstein Agreement commenced on May 25, 2017 and will continue until May 25, 2020, following which time the Sapirstein Agreement will beautomatically renewed for successive one year periods at the end of each term, unless either party delivers written notice to the other party of their intent to not renew the Sapirstein Agreement. Pursuant to the  Sapirstein Agreement, Mr. Sapirstein’s current base compensation is $480,000 per year. Mr. Sapirstein is eligible to receive a cash bonus of up to 50% of his base salary per year based on meeting certain performance objectives and bonus criteria. Mr. Sapirstein is also eligible to receive a realization  bonus (the “Realization Bonus”) equal to $2,000,000 in either cash or registered common stock or a combination thereof as mutually agreed by Mr. Sapirstein and the Company, in the event that during the term of the Sapirstein Agreement, for a period of 90 consecutive trading days, the market price of the Company’s common stock is $4.00 or more and the value of the common stock daily trading volume is $900,000 or more.

If Mr. Sapirstein’s employment is terminated by us for cause or as a result of Mr. Sapirstein’s death or permanent disability, or if Mr. Sapirstein terminates his the Sapirstein Agreement voluntarily without Good Reason (as defined in the Sapirstein Agreement), Mr. Sapirstein will be entitled to receive a lump sum equal to (i) any portion of unpaid base compensation then due for periods prior to termination, (ii) any bonus earned but not yet paid, (iii) any Realization Bonus earned and payable, but not yet paid, and (iv) all business expenses reasonably and necessarily incurred by Mr. Sapirstein prior to the date of termination. If Mr. Sapirstein’s employment is terminated by us without cause or by Mr. Sapirstein for Good Reason, Mr. Sapirstein will be entitled to receive the amounts due upon termination of his employment by us for cause or as a result of his death or permanent disability, or upon termination by Mr. Sapirstein of his employment voluntarily without Good Reason, in addition to (provided that Mr. Sapirstein executes a written release with respect to certain matters) a severance payment equal to his base compensation for 18 months from the date of termination and reimburse Mr. Sapirstein’s payment of COBRA premiums for 18 months from the date of termination. In addition, if Mr. Sapirstein’s employment is terminated: (a) by us without cause within 6 months prior to a change of control (as defined in the Sapirstein Agreement) that was pending during such 6 month period, (b) by Mr. Sapirstein for Good Reason within 12 months after a change of control, or (c) by us without cause at any time upon or within 12 months after a change of control, Mr. Sapirstein would be entitled to receive the amounts due upon termination of his employment by us for cause or as a result of his death or permanent disability, or upon termination by Mr. Sapirstein voluntarily without Good Reason, provided, if Mr. Sapirstein executes a written release with respect to certain matters, he will be entitled to a severance payment equal to his base compensation for 18 months from the date of termination and reimbursement of his payment of COBRA premiums for 18 months from the date of termination.  In addition, all of Mr. Sapirstein’s unvested stock options and other equity awards would immediately vest and become fully exercisable (x) in the event a change of controlproposed transaction, is pending, for a period of six months following the date of termination, and (y) in the event a change of control transaction is not then pending, for the period of time set forth in the applicable agreement evidencing the award.

On January 13, 2015, we entered into an executive agreement with John Sullivan-Bolyai, M.D., MPH, effective January 19, 2015, under which he serves as Chief Medical Officer of the Company. Pursuant to the terms of his employment agreement, Dr. Sullivan-Bolyai receives an annual salary of $320,000. He also received 135,000 options with an exercise price of $2.56 which vest over three years. He is eligible to receive a cash bonus of up to 25% of his base salary upon achievement of performance milestones. If Dr. Sullivan-Bolyai’s employment is terminated without cause or for good reason (as defined in his employment agreement), he will be entitled to receive a severance payment equal to base salary for nine months from date of termination in addition to any earned but unpaid salary and bonus.

On June 1, 2015, we entered into an executive agreement with Theresa Matkovits Ph.D. effective June 1, 2015, under which Dr. Matkovits serves as Executive Vice President – Drug Development of the Company. Pursuant to the terms of her employment agreement, Dr. Matkovits receives an annual salary of $275,000. She is eligible to receive a cash bonus of up to 28% of her base salary upon achievement of performance milestones. If Dr. Matkovits employment is terminated without cause or for good reason (as defined in his employment agreement), she will be entitled to receive a severance payment equal to base salary for six months from date of termination in addition to any earned but unpaid salary and bonus.

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Outstanding Equity Awards as of June 30, 2017

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Master Services Agreement

We are a party to a Master Services Agreement dated June 19, 2014 with Clinical Supplies Management, Inc., or CSM, pursuant to which CSM provides us with pharmaceutical and clinical supply management services in support of our clinical research programs. James Sapirstein, the CEO of ContraVir, was a director of CSM, which is a private company, until October 15, 2016. For the fiscal years ended June 30, 2017 and 2016, we paid CSM approximately $481,000 and $550,000, respectively.

Consulting Agreement

On June 1, 2016, we entered into a consulting agreement with Gabriele Cerrone, a principal stockholder of the Company, pursuant to which we pay Mr. Cerrone $120,000 per year. The termwere or are to be a participant and in which the amount involved in the transaction or series of the consulting agreement is from June 1, 2016 to June 1, 2019. In addition, Mr. Cerrone was granted options to purchase 360,000 shares of common stock with an exercise price equal to $0.94 which options vest at the rate of 10,000 per month over 3 years. For the fiscal years ended June 30, 2017 and June 30, 2016 we paid Mr. Cerronetransactions exceeds $120,000, and $10,000, respectively.in which any of our directors, executive officers or persons who we know hold more than five percent of any class of our capital stock, including their immediate family members, had or will have a direct or indirect material interest, other than compensation arrangements with our directors and executive officers.

Sponsored Research AgreementNone

On May 29, 2015, we entered into a Sponsored Research Agreement with Baruch S. Blumberg Institute, or Blumberg Institute, pursuant to which we are sponsoring research by investigators affiliated with the Blumberg Institute with respect to CMX157. Dr. Timothy Block, a director of our Company, is President of the Blumberg Institute. For the fiscal years ended June 30, 2017 and 2016, we paid the Blumberg Institute approximately $75,000 and $127,500, respectively.

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OTHER MATTERS

We have no knowledge of any other matters that may come before the AnnualSpecial Meeting and doesdo not intend to present any other matters. However, if any other matters shall properly come before the meetingSpecial Meeting or any adjournment or postponement thereof, the persons soliciting proxies will have the discretion to vote as they see fit unless directed otherwise.

We will bear the cost of soliciting proxies in the accompanying form. In addition to the use of the mails,mailings, proxies may also be solicited by our directors, officers or other employees, personally or by telephone, facsimile or email, none of whom will be compensated separately for these solicitation activities.

If you do not plan to attend the AnnualSpecial Meeting, in order that your shares may be represented and in order to assure the required quorum, please sign, date and return your proxy promptly. In the event you are able to attend the AnnualSpecial Meeting, at your request, we will cancel your previously submitted proxy.

DELIVERY OF PROXY MATERIALSADDITIONAL INFORMATION

We mayHouseholding

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy SEC rules regardingthe delivery of proxyrequirements for Proxy Availability Notice or other Special Meeting materials includingwith respect to two or more stockholders sharing the proxy statement, annual report and notice,same address by delivering a single notice and, if applicable, a single set of proxyNotice or other Special Meeting materials addressed to an address shared by two or more of ourthose stockholders. This delivery method can result in meaningfulprocess, which is commonly referred to as householding, potentially provides extra convenience for stockholders and cost savings for us. In ordercompanies. Stockholders who participate in householding will continue to take advantagebe able to access and receive separate proxy cards.

This year, a number of this opportunity, we may deliver onlybrokers with account holders who are our stockholders will be “householding” our proxy materials. A Notice or proxy materials will be delivered in one notice and, if applicable, a single set of proxy materialsenvelope to multiple stockholders who sharesharing an address unless contrary instructions arehave been received prior tofrom one or more of the mailing date. Similarly, ifaffected stockholders. Once you share an address with another stockholder and have received notice from your broker that they will be householding communications to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate Notice or proxy materials, please notify your broker or call our Secretary at (732) 902-4000, or submit a request in writing to our Secretary, c/o Hepion Pharmaceuticals, Inc., 399 Thornall Street, First Floor, Edison, NJ 08837. Stockholders who currently receive multiple copies of our notice and/the Notice or other proxy materials you may write or call us at thetheir address and phone number belowwould like to request deliveryhouseholding of a single copy of the notice and, if applicable, other proxy materials in the future. We undertake totheir communications should contact their broker. In addition, we will promptly deliver, promptly upon written or oral request to the address or telephone number above, a separate copy of the notice and, if applicable, otherNotice or proxy materials as requested, to a stockholder at a shared address to which a single copy of the notice and/or other proxy materialsdocuments was delivered. If you hold stock as a record stockholder and prefer to receive separate copies of a notice and, if applicable, other proxy materials either now or in the future, please contact our Investor Relations department at 399 Thornall Street, First Floor, Edison, New Jersey 08837 or by telephone at (732) 902-4000. If your stock is held through a brokerage firm or bank and you prefer to receive separate copies of a Notice and, if applicable, other proxy materials either now or in the future, please contact your brokerage firm or bank.

EACH STOCKHOLDER IS URGED TO COMPLETE, DATE, SIGN AND PROMPTLY RETURN THE ENCLOSED PROXY.

Edison, New Jersey

October 27, 2017Noevember 21, 2022

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