Hepion Pharmaceuticals Inc. filed SEC Form 8-K: Termination of a Material Definitive Agreement, Other Events, Financial Statements and Exhibits
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Item 1.02 Termination of Material Definitive Agreement.
As previously disclosed on July 19, 2024, Hepion Pharmaceuticals, Inc. (the “Company”) entered into an Agreement and Plan of Merger with Pharma Two B Ltd., a company organized under the laws of the State of Israel (“Pharma Two B”) and Pearl Merger Sub, Inc., a Delaware corporation (“Pearl”) and an indirect wholly owned subsidiary of Pharma Two B (the “Merger Agreement”).
Pharma Two B has informed the Company that Nasdaq will not exclude historical losses of the Company from its burn rate calculation and as a result on December 10, 2024, the Company, Pharma Two B and Pearl entered into an agreement to terminate the Merger Agreement (the “Termination Agreement”). Pursuant to the Termination Agreement, the Merger Agreement was terminated.
The summary of the Termination Agreement set forth under this Item 1.02 is qualified in its entirety by reference to the complete terms and conditions of the Termination Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01 Other Events.
On December 11, 2024, the Company announced (i) the termination of the Merger Agreement and (ii) that its previously announced special meeting of its stockholders scheduled for December 12, 2024 has been cancelled and that it has withdrawn from consideration by the Company’s stockholders the proposals set forth in the Company’s Definitive Proxy Statement on Form F-4 filed with the U.S. Securities and Exchange Commission on November 8, 2024. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| 10.1 | Termination Agreement, dated as of December 10, 2024 by and between Hepion Pharmaceuticals, Inc., Pharma Two B Ltd. and Pearl Merger Sub, Inc. |
| 99.1 | Press Release dated as of December 11, 2024. |
| 104 | Cover Page Interactive Data File (embedded within the 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 11, 2024
| HEPION PHARMACEUTICALS, INC. | ||
| By: | /s/ John Brancaccio | |
| John Brancaccio | ||
| Interim Chief Executive Officer | ||
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