Washington, DC 20549






Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): July 30, 2020


Hepion Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)


Delaware   000-55020   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))






Item 5.07.         Submission of Matters to a Vote of Security Holders.


On July 30, 2020, the Company held its 2020 Annual Meeting of Stockholders (the Meeting”).


As of June 12, 2020, the record date for the Meeting, there were 9,028,245 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 six proposals and cast their votes as follows:


1. To elect the six (6) 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, Thomas Adams and Arnold Lippa.


Name   Votes For   Votes Against   Votes Abstained
Gary S. Jacob   1,445,856   0   41,701
Robert Foster   1,457,547   0   30,010
John P. Brancaccio   1,420,645   0   66,912
Timothy Block   1,437,065   0   50,492
Thomas Adams   1,419,787   0   67,770
Arnold Lippa   1,420,712   0   66,845


2. To approve an amendment to the Company’s 2013 Equity Incentive Plan to increase the number of shares of common stock authorized for issuance thereunder to 2,500,000 from 40,536.


Votes For     Votes Against   Votes Abstained
  894,295     350,598   242,664


3. To ratify the appointment of BDO USA, LLP as the Company’s independent auditors for the fiscal year ending December 31, 2020.


Votes For   Votes Against   Votes Abstained
5,725,410   62,441   90,692


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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:  July 30, 2020


    By: /s/ Robert Foster                          
        Robert Foster
        Chief Executive Officer


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