UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 27, 2022
Hepion Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-36856 | | 46-2783806 |
| (State or other jurisdiction | | (Commission | | IRS Employer |
| of incorporation or organization) | | File Number) | | Identification No.) |
399 Thornall Street, First Floor Edison, NJ 08837
(Address of principal executive offices)
Registrant’s telephone number, including area code: (732) 902-4000
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | | Trading Symbol(s) | | Name of each exchange on which registered: |
| Common Stock | | HEPA | | Nasdaq Capital Market |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.02 | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. |
On June 27, 2022, the Board of Directors (the “Board”) of Hepion Pharmaceuticals, Inc. (the “Company”) increased the size of the Board to eight members and elected Anand Reddi, M.S. and Kaouthar Lbiati, M.D. as independent directors, effective June 27, 2022 for a term continuing to the Company’s next annual meeting of shareholders, when all directors will be subject to election by shareholders. Mr. Reddi and Dr. Lbiati will each receive annual cash retainers of $50,000 for service on the Board and will receive an initial award of stock options to purchase 60,000 shares of common stock.
There are no arrangements or understandings between Mr. Reddi and Dr. Lbiati and any other person pursuant to which either of them were elected as a director. There are no transactions in which either Mr. Reddi or Dr. Lbiati has an interest requiring disclosure under Item 404(a) of Regulation S-K.
A press release announcing these matters is filed as Exhibit 99.1 to this Form 8-K.
| Item 9.01 | Financial Statements and Exhibits |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: June 28, 2022
| HEPION PHARMACEUTICALS, INC. |
| | | |
| | By: | /s/ Robert Foster |
| | | Robert Foster |
| | | Chief Executive Officer |
