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 22, 2023
Hepion Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | | 000-55020 | | 46-2783806 |
(State or other jurisdiction
of incorporation or organization) | | (Commission
File Number) | | IRS Employer
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 5.07. Submission of Matters to a Vote of Security Holders.
On June 22, 2023, Hepion Pharmaceuticals, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Meeting”).
As of April 27, 2023, the record date for the Meeting, there were 76,229,626 shares of our common stock outstanding (including 3,184 shares of common stock issuable upon conversion of the Series A Preferred Stock).
At the Meeting, the stockholders voted on the following four proposals and cast their votes as follows:
1. To elect the seven (7) persons named herein as nominees for directors of the Company, to hold office until the next annual meeting of stockholders and until their respective successors have been duly elected and qualified including Gary S. Jacob, Robert Foster, John P. Brancaccio, Timothy Block, Peter Wijngaard, Anand Reddi and Kaouthar Lbiati.
| Name | | Votes For | | Withhold | | Broker Non-Vote |
| Gary S. Jacob | | 15,729,775 | | 11,082,823 | | 14,810,752 |
| Robert Foster | | 20,436,521 | | 6,376,076 | | 14,810,753 |
| John P. Brancaccio | | 17,452,517 | | 9,360,081 | | 14,810,752 |
| Timothy Block | | 18,394,084 | | 8,418,513 | | 14,810,753 |
| Peter Wijngaard | | 20,660,128 | | 6,152,469 | | 14,810,753 |
| Anand Reddi | | 20,513,241 | | 6,299,356 | | 14,810,753 |
| Kaouthar Lbiati | | 20,505,372 | | 6,307,225 | | 14,810,753 |
2. To ratify the appointment of BDO USA, LLP as the Company’s independent auditors for the fiscal year ending December 31, 2023.
| Votes For | | Votes Against | | Votes Abstained | | Broker Non-Vote |
| 32,542,343 | | 8,300,660 | | 780,346 | | 1 |
3. To approve the Company’s 2023 Omnibus Equity Incentive Plan.
| Votes For | | Votes Against | | Votes Abstained | | Broker Non-Vote |
| 14,428,149 | | 12,034,562 | | 349,883 | | 14,810,756 |
5. To approve, on an advisory basis, the compensation of the Company’s named executive officers, referred to as “say-on-pay.
| Votes For | | Votes Against | | Votes Abstained | | Broker Non-Vote |
| 14,167,658 | | 12,206,621 | | 438,318 | | 14,810,753 |
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 22, 2023
| | HEPION PHARMACEUTICALS, INC. |
| | | |
| | By: | /s/ Robert Foster |
| | | Robert Foster |
| | | Chief Executive Officer |
