Hepion Pharmaceuticals Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On March 10, 2025, Hepion Pharmaceuticals, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Meeting”).
As of January 17, 2025, the record date for the Meeting, there were 6,958,530 shares of our common stock outstanding (including 85,581 shares of common stock issuable upon conversion of the Series A Preferred Stock).
At the Meeting, the stockholders voted on the following four proposals and cast their votes as follows:
1. To elect the four (4) 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 consisting of John P. Brancaccio, Timothy Block, Kaouthar Lbiati and Michael Purcell.
| Name | Votes For | Withhold | Broker Non-Vote | |||
| John P. Brancaccio | 1,512,408 | 1,004,908 | 1,380,420 | |||
| Timothy Block | 1,449,525 | 1,067,791 | 1,380,420 | |||
| Kaouthar Lbiati | 1,550,354 | 966,961 | 1,380,421 | |||
| Michael Purcell | 1,696,970 | 820,347 | 1,380,419 |
2. To ratify the appointment of Grassi & Co., CPAs, P.C, as the Company’s independent auditors for the fiscal year ending December 31, 2024.
| Votes For | Votes Against | Votes Abstained | Broker Non-Vote | |||
| 2,974,800 | 603,560 | 319,376 | 0 |
3. To approve, on an advisory basis, the compensation of the Company’s named executive officers, referred to as “say-on-pay.
| Votes For | Votes Against | Votes Abstained | Broker Non-Vote | |||
| 1,419,035 | 853,863 | 244,418 | 1,380,420 |
4. To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the full issuance of shares of common stock, par value $0.0001 per share issuable by the Company upon exercise of the Series A Warrants and the Series B Warrants.
| Votes For | Votes Against | Votes Abstained | Broker Non-Vote | |||
| 1,720,659 | 793,847 | 2,810 | 1,380,420 |
5. To approve an amendment to the Company’s Certificate of Incorporation, as amended to effect a reverse stock split of the Company’s common stock at a ratio of between 1-for-10 and 1-for-50 (the “Reverse Stock Split”), with such ratio to be determined at the sole discretion of the board of directors of the Company (the “Board”) and with such Reverse Stock Split to be effected at such time and date, if at all, as determined by the Board in its sole discretion.
| Votes For | Votes Against | Votes Abstained | Broker Non-Vote | |||
| 2,685,475 | 1,203,086 | 9,172 | 3 |
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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: March 10, 2025
| HEPION PHARMACEUTICALS, INC. | ||
| By: | /s/ John Brancaccio | |
| John Brancaccio | ||
| Interim Chief Executive Officer | ||
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