Statement of Ownership (sc 13g)
February 05 2020 - 03:26PM
Edgar (US Regulatory)
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G |
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Under the Securities Exchange Act of 1934 |
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(Amendment No.___)* |
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Hepion Pharmaceuticals, Inc.
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(Name of Issuer) |
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Common Stock, par value $0.0001 per share
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(Title of Class of Securities) |
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426897104
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(CUSIP Number) |
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December 31, 2019
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(Date of Event Which Requires Filing of this Statement) |
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the appropriate box to designate the rule pursuant to which this
Schedule is filed: |
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Rule 13d-1(b) |
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Rule
13d-1(c) |
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Rule
13d-1(d) |
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(Page 1 of 8 Pages) |
______________________________
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
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1 |
NAME OF
REPORTING PERSON
Hudson Bay Capital Management LP
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
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(b)
¨
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3 |
SEC USE ONLY |
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
5 |
SOLE
VOTING POWER
0
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6 |
SHARED
VOTING POWER
293,648 shares of Common Stock issuable upon exercise of
warrants
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7 |
SOLE
DISPOSITIVE POWER
0
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8 |
SHARED
DISPOSITIVE POWER
293,648 shares of Common Stock issuable upon exercise of
warrants
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
293,648 shares of Common Stock issuable upon exercise of
warrants
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10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES |
¨ |
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11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.84%
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12 |
TYPE OF
REPORTING PERSON
PN
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1 |
NAME OF
REPORTING PERSON
Sander Gerber
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
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(b)
¨
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3 |
SEC USE ONLY |
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
5 |
SOLE
VOTING POWER
0
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6 |
SHARED
VOTING POWER
293,648 shares of Common Stock issuable upon exercise of
warrants
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7 |
SOLE
DISPOSITIVE POWER
0
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8 |
SHARED
DISPOSITIVE POWER
293,648 shares of Common Stock issuable upon exercise of
warrants
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
293,648 shares of Common Stock issuable upon exercise of
warrants
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10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES |
¨ |
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11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.84%
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12 |
TYPE OF
REPORTING PERSON
IN
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Item 1(a). |
NAME OF ISSUER: |
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The name of the issuer is Hepion Pharmaceuticals Inc., a Delaware
corporation (the "Company"). |
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Item 1(b). |
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: |
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The Company's principal executive offices are located at 399
Thornall Street, First Floor, Edison, New Jersey 08837. |
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Item 2(a). |
NAME OF PERSON FILING: |
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This statement is filed by Hudson Bay Capital Management LP (the
"Investment Manager") and Mr. Sander Gerber ("Mr.
Gerber"), who are collectively referred to herein as
"Reporting Persons." |
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Item 2(b). |
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
RESIDENCE: |
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The address of the business office of each of the Reporting Persons
is 777 Third Avenue, 30th Floor, New York, NY 10017. |
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Item 2(c). |
CITIZENSHIP: |
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The Investment Manager is a Delaware limited
partnership. Mr. Gerber is a United States citizen. |
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Item 2(d). |
TITLE OF CLASS OF SECURITIES: |
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Common Stock, par value $0.0001 per share (the "Common
Stock"). |
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Item 2(e). |
CUSIP NUMBER: |
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426897104 |
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3. |
IF
THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR
(c), CHECK WHETHER THE PERSON FILING IS A: |
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(a) |
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Broker or dealer registered under Section 15 of the Act (15 U.S.C.
78o); |
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(b) |
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Bank as
defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); |
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(c) |
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Insurance
company as defined in Section 3(a)(19) of the Act (15 U.S.C.
78c); |
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(d) |
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Investment
company registered under Section 8 of the Investment Company Act of
1940 (15 U.S.C. 80a-8); |
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(e) |
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Investment
adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
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(f) |
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Employee benefit plan or endowment fund in accordance with
Rule
13d-1(b)(1)(ii)(F);
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(g) |
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Parent holding company or control person in accordance with
Rule
13d-1(b)(1)(ii)(G);
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(h) |
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Savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
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(i) |
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Church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act (15
U.S.C. 80a-3);
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(j) |
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Non-U.S.
institution in accordance with Rule 13d-1(b)(1)(ii)(J); |
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(k) |
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Group, in
accordance with Rule 13d-1(b)(1)(ii)(K). |
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If
filing as a non-U.S. institution in accordance with Rule
13d-1(b)(1)(ii)(J), please
specify the type of institution:
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Item 4. |
OWNERSHIP |
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The information
required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the
cover page for each Reporting Person hereto and is incorporated
herein by reference for each such Reporting Person. |
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The
Company's Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 2019 filed with the Securities and Exchange
Commission on November 14, 2019, discloses that the total number of
outstanding shares of Common Stock as of November 11, 2019 was
3,453,755. The percentage set forth on row (11) of the cover page
for each Reporting Person are based on the Company's total number
of outstanding shares of Common Stock and assume the exercise of
warrants held by Hudson Bay Master Fund Ltd. (the
"Securities").
The Investment Manager serves as the investment manager to Hudson
Bay Master Fund Ltd., in whose name the Securities are held. As
such, the Investment Manager may be deemed to be the beneficial
owner of all shares of Common Stock underlying the Securities held
by Hudson Bay Master Fund Ltd. Mr. Gerber serves as the managing
member of Hudson Bay Capital GP LLC, which is the general partner
of the Investment Manager. Mr. Gerber disclaims beneficial
ownership of these securities.
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Item 5. |
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. |
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Not
applicable. |
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Item 6. |
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON. |
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See Item 4. |
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Item 7. |
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY. |
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Not
applicable. |
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Item 8. |
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP. |
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Item 9. |
NOTICE OF DISSOLUTION OF GROUP. |
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Not
applicable. |
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Each of the Reporting Persons hereby makes the following
certification: |
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By signing
below each Reporting Person certifies that, to the best of his or
its knowledge and belief, the securities referred to above were
acquired and are held in the ordinary course of business and were
not acquired and are not held for the purpose of or with the effect
of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or
effect. |
SIGNATURES
After reasonable inquiry and to the best of its or his knowledge
and belief, each of the undersigned certifies that the information
set forth in this statement is true, complete and correct.
DATE: February 5, 2020
| HUDSON BAY CAPITAL MANAGEMENT LP |
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| By: /s/ Sander
Gerber |
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| Name: Sander Gerber |
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| Title: Authorized Signatory |
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| /s/ Sander Gerber |
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| SANDER GERBER |
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EXHIBIT I
JOINT FILING AGREEMENT
The undersigned acknowledge and agree that the foregoing statement
on Schedule 13G is filed on behalf of each of the undersigned and
that all subsequent amendments to this statement on Schedule 13G
shall be filed on behalf of each of the undersigned without the
necessity of filing additional joint filing agreements. The
undersigned acknowledge that each shall be responsible for the
timely filing of such amendments, and for the completeness and
accuracy of the information concerning him or it contained herein
and therein, but shall not be responsible for the completeness and
accuracy of the information concerning the others, except to the
extent that he or it knows or has reason to believe that such
information is inaccurate.
DATED as of February 5, 2020
| HUDSON BAY CAPITAL MANAGEMENT LP |
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| By: /s/ Sander
Gerber |
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| Name: Sander Gerber |
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| Title: Authorized Signatory |
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| /s/ Sander Gerber |
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| SANDER GERBER |
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