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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): December 4, 2023

 

Hepion Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware  001-36856  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  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 5.02Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

 

On December 4, 2023, Dr. Robert Foster, the Company's CEO, resigned from the Company as CEO for personal reasons, effective immediately. In connection therewith, on December 4, 2023, Dr. Foster resigned from the Board of Directors of the Company.

 

On December 4, 2023, the Board of Directors appointed John Cavan, the Company’s Chief Financial Officer, as interim Chief Executive Officer.

 

On December 4, 2023, Dr. Peter Wijngaard resigned from the Board of Directors of the Company. Dr. Wijngaard was a member of the Company’s Audit Committee.

 

Item 8.01Other Events.

 

On December 6, 2023, the Company issued a press release announcing (i) that its Board of Directors has approved a strategic restructuring plan, (ii) the resignation of Dr. Foster as the Company's CEO for personal reasons and (iii) the appointment of John Cavan as interim Chief Executive Officer. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

 

Item 9.01  Financial Statements and Exhibits

 

(d) Exhibits

 

99.1 Hepion Pharmaceuticals, Inc. Press Release
104 Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the inline XBRL document

 

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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: December 7, 2023

 

  HEPION PHARMACEUTICALS, INC.
   
  By: /s/ John Cavan
    John Cavan
    Interim Chief Executive Officer and Chief Financial Officer

 

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