Current Report Filing (8-k)
27 November 2020 - 7:48PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): November 24,
2020
Hepion Pharmaceuticals, Inc.
(Exact name of registrant as specified in
its charter)
Delaware
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001-36856
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46-2783806
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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399 Thornall Street, First Floor
Edison, NJ 08837
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08837
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (732) 902-4000
(Former name or former address, if changed
since last report)
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
(see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of
the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock
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HEPA
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Nasdaq Capital Market
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Indicate by check mark whether the registrant
is an emerging growth company 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 x
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. x
Item 1.01. Entry into a Material
Definitive Agreement.
On November 24, 2020, Hepion Pharmaceuticals, Inc.
(the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with ThinkEquity,
a division of Fordham Financial Management, Inc., as the representative (the “Representative”) of the underwriters
listed therein (collectively, the “Underwriters”), with respect to an underwritten public offering (the “Offering”)
of 20,000,000 shares of the Company’s common stock, par value $0.0001 (the “Shares”) at a public offering price
of $1.50 per share. The Company has also granted the Representative a 45-day option
to purchase up to 3,000,000 additional shares of common stock to cover over-allotments. On November 25, 2020, the Representative
exercised the over-allotment in full.
The Shares were offered by the Company
pursuant to a registration statement on Form S-1 (No. 333- 249724)
previously filed with the U.S. Securities and Exchange Commission (the "SEC") and subsequently declared effective on
November 24, 2020. The Offering is expected to close on or about November 30, 2020, subject to customary closing
conditions.
The net proceeds to the Company from the Offering are expected
to be approximately $31.7 million, after deducting underwriting discounts and commissions and estimated Offering expenses. The
Company intends to use the net proceeds from the Offering to fund research and development activities, as well as for working
capital and other general corporate purposes.
The Underwriting Agreement contains customary
representations, warranties, covenants and agreements by the Company, indemnification obligations of the Company and the Underwriters,
including for liabilities under the Securities Act, other obligations of the parties and termination provisions. The representations,
warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific
dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting
parties. All of the Company’s directors and executive officers and their affiliated entities have agreed, subject to certain
exceptions, not to sell or transfer any shares of Common Stock for 6 months, and the Company has agreed not to sell or transfer
any shares of Common Stock for 3 months, without first obtaining the written consent of the Representative.
The underwriters and their affiliates have, from time to time,
provided and may in the future provide, various investment banking and other financial services for us for which they may receive
customary fees.
The foregoing description of the Underwriting
Agreement is not complete, is subject to and qualified in its entirety by reference to the Underwriting Agreement, a copy of which
is attached hereto as Exhibit 1.1 and is incorporated herein by reference.
Item 8.01. Other Events.
On November 24, 2020, the Company
issued a press release announcing the pricing of the Offering. A copy of the press release is attached as Exhibit 99.1 hereto
and incorporated herein by reference.
Item 9.01 Financial Statements
and Exhibits
Exhibits
SIGNATURES
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.
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HEPION PHARMACEUTICALS, INC.
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Date: November 27, 2020
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By:
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/s/ Robert Foster
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Robert Foster
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Chief Executive Officer
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