UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 14A
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Hepion Pharmaceuticals, Inc.
(Name of Registrant as Specified In Its Charter)
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if other than the Registrant)
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Hepion Pharmaceuticals Announces
Adjournment of Annual Meeting of Stockholders
EDISON, N.J., June
24, 2022 - Hepion Pharmaceuticals, Inc. (NASDAQ:HEPA), a clinical mid-stage biopharmaceutical company focused on Artificial
Intelligence (“AI”)-driven therapeutic drug development for the treatment of non-alcoholic steatohepatitis (“NASH”)
and hepatocellular carcinoma (“HCC”), announced today that its 2022 annual meeting of stockholders (the “Annual Meeting”)
has been adjourned to Friday, July 22, 2022 at 9:00 a.m. Eastern Time with respect to Proposal 4 (Authorized Share Increase), as described
in Hepion’s definitive proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 19,
2022 (the “Proxy Statement”).
The record date for determining
stockholders entitled to vote at the Annual Meeting will remain the close of business on April 29, 2022.
During the current adjournment,
Hepion will continue to solicit votes from its stockholders with respect to Proposal 4 set forth in the Proxy Statement.
At the time the Annual
Meeting was adjourned, proxies had been submitted by stockholders representing approximately 60% of the shares of Hepion’s common
stock outstanding and entitled to vote, which constituted a quorum. At the time of the Annual Meeting votes were sufficient to approve
the election of each of Dr. Gary S. Jacob, Dr. Robert Foster, John Brancaccio, Dr. Timothy Block, Dr. Arnold Lippa and Dr. Peter Wijngaard
as a director, and to approve Proposal 2 (Appointment of Independent Auditors). However, votes were not sufficient to approve Proposals
3 (2022 Omnibus Equity Incentive Plan) and 5 (“Say-On-Pay”). Votes were also not sufficient to approve Proposal 4, which requires
approval by the holders of a majority of the outstanding shares of common stock of Hepion.
Proxies previously submitted
with respect to the Annual Meeting will be voted on Proposal 4 at the adjourned Annual Meeting unless properly revoked, and stockholders
who have previously submitted a proxy or otherwise voted need not take any action.
The Board of Hepion
urges stockholders who have not yet voted or who have previously voted against Proposal 4 to vote FOR the proposal. The Board
believes that the approval of Proposal 4 is in the best interests of the stockholders of Hepion because the availability of
additional authorized shares of common stock is required for several reasons including, but not limited to, the additional
flexibility to issue common stock for a variety of general corporate purposes as the Board may determine to be desirable including,
without limitation, future financings, investment opportunities, acquisitions, or other distributions and stock splits (including
splits effected through the declaration of stock dividends).
Hepion
encourages all stockholders of record on April 29, 2022 who have not yet voted or who wish to change their vote to do so by 11:59 p.m.
Eastern Time on July 21, 2022.
About Hepion Pharmaceuticals
The Company's lead drug candidate,
rencofilstat, is a potent inhibitor of cyclophilins, which are involved in many disease processes. Rencofilstat is currently in clinical-phase
development for the treatment of NASH, with the potential to play an important role in the overall treatment of liver disease - from triggering
events through to end-stage disease. Rencofilstat has been shown to reduce liver fibrosis and hepatocellular carcinoma tumor burden in
experimental models of NASH, and has demonstrated antiviral activities towards HBV, HCV, and HDV through several mechanisms, in nonclinical
studies. In November 2021, the U.S. Food and Drug Administration (“FDA”) granted Fast Track designation for rencofilstat for
the treatment of NASH. That was soon followed in December 2021 by the FDA’s acceptance of Hepion’s investigational new drug
(IND) application for rencofilstat for the treatment of hepatocellular carcinoma (HCC). In June 2022, rencofilstat was granted Orphan
Drug designation for the treatment of HCC.
Hepion has created a proprietary
AI platform, called AI-POWR™, which stands for Artificial Intelligence - Precision Medicine; Omics (including
genomics, proteomics, metabolomics, transcriptomics, and lipidomics); World database access; and Response and clinical outcomes.
Hepion intends to use AI-POWR™ to help identify which NASH patients will best respond to rencofilstat, potentially shortening development
timelines and increasing the delta between placebo and treatment groups. In addition to using AI-POWR™ to drive its ongoing NASH
clinical development program, Hepion intends to use the platform to identify additional potential indications for rencofilstat to expand
the company's footprint in the cyclophilin inhibition therapeutic space.
Forward-Looking Statements
Certain statements in this
press release are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may
be identified by the use of forward-looking words such as “anticipate,” “believe,” “forecast,”
“estimated,” and “intend,” among others. These forward-looking statements are based on Hepion
Pharmaceuticals’ current expectations and actual results could differ materially. There are a number of factors that could
cause actual events to differ materially from those indicated by such forward-looking statements. These factors include, but are not
limited to, substantial competition; our ability to continue as a going concern; our need for additional financing; uncertainties of
patent protection and litigation; risks
associated with delays, increased costs and funding shortages caused by the COVID-19 pandemic; uncertainties
with respect to lengthy and expensive clinical trials, that results of earlier studies and trials may not be predictive of future
trial results; uncertainties of government or third party payer reimbursement; limited sales and marketing efforts and dependence
upon third parties; and risks related to failure to obtain FDA clearances or approvals and noncompliance with FDA regulations. As
with any drug candidates under development, there are significant risks in the development, regulatory approval, and
commercialization of new products. There are no guarantees that future clinical trials discussed in this press release will be
completed or successful, or that any product will receive regulatory approval for any indication or prove to be commercially
successful. Hepion Pharmaceuticals does not undertake an obligation to update or revise any forward-looking statement. Investors
should read the risk factors set forth in Hepion Pharmaceuticals’ Form 10-K for the year ended December 31, 2021, and other
periodic reports filed with the Securities and Exchange Commission.
For further information, please contact:
Stephen Kilmer
Hepion Pharmaceuticals Investor Relations
Direct: (646) 274-3580
skilmer@hepionpharma.com
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