CTRVP Hepion Pharmaceuticals Inc (PK)

 

As filed with the U.S. Securities and Exchange Commission on January 21, 2025.

 

Registration No. 333-

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM S-1

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

Hepion Pharmaceuticals, Inc.

(Exact name of Registrant as specified in its charter)

 

Not Applicable

(Translation of Registrant’s Name into English)

 

Delaware		2834		46-2783806
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

 

c/o Clementi Associates

919 Conestoga Road

Building 3, Suite 115

Rosemont, PA 19010

(973) 214-3273

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

 

John Brancaccio

Interim Chief Executive Officer

Hepion Pharmaceuticals, Inc.

c/o Clementi Associates

919 Conestoga Road

Building 3, Suite 115

Rosemont, PA 19010

(973) 214-3273

(Names, address, including zip code, and telephone number, including area code, of agent for service)

 

Copies to:

 

Jeffrey J. Fessler, Esq. Seth A. Lemings, Esq. Sheppard, Mullin, Richter & Hampton LLP 30 Rockefeller Plaza New York, NY 10112 Tel: (212) 653-8700 Fax: (212) 653-8701

Ron Ben-Bassat, Esq. Eric Victorson, Esq. Sullivan & Worcester LLP 1251 Avenue of the Americas New York, NY 10020 Phone: (212) 660-5003

 

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this registration statement becomes effective.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ File No. 333-284052

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐

 

The Registration Statement shall become effective upon filing in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended.

 

 

 

EXPLANATORY NOTE AND INCORPORATION BY REFERENCE

 

This Registration Statement is being filed by Hepion Pharmaceuticals, Inc. (the “Registrant”) pursuant to Rule 462(b) as promulgated under the Securities Act of 1933, as amended (the “Securities Act”), solely to register (i) $1,000,000 in additional shares of common stock, $0.0001 par value per share (“Common Stock”) or pre-funded warrants (“Pre-Funded Warrants”) in lieu thereof, (ii) $1,000,000 in additional Series A common stock purchase warrants (the “Series A Warrants”) to purchase shares of Common Stock, (iii) $1,000,000 in additional Series B common stock purchase warrants (the “Series B Warrants” and together with the Series A Warrants, the “Common Warrants”) to purchase shares of Common Stock, (iv) $1,000,000 in additional shares of Common Stock issuable upon exercise of the Series A Warrants, (v) $1,000,000 in additional shares of Common Stock issuable upon exercise of the Series B Warrants, and (vi) up to $1,000,000 in additional shares of Common Stock issuable upon exercise of the Pre-Funded Warrants, if any.

 

The contents of the Registration Statement on Form S-1 (Registration No. 333-284052), as amended, including the exhibits and powers of attorney included therein (the “Prior Registration Statement”), which was declared effective by the Securities and Exchange Commission on January 21, 2025, are incorporated by reference in this Registration Statement. The additional securities that are being registered for sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Filing Fee Table (Exhibit 107) filed as an exhibit to the Prior Registration Statement.

 

The required opinion and consents are listed on the Exhibit Index attached hereto and filed herewith.

 

 

Item 8. Exhibits and Financial Statement Schedules.

 

(a) Exhibits

 

Exhibit No.		Description
5.1		Opinion of Sheppard, Mullin, Richter & Hampton LLP
23.1		Consent of Grassi & Co., CPAs, P.C., Independent Registered Public Accounting Firm
23.2		Consent of BDO USA, P.C., Independent Registered Public Accounting Firm
23.3		Consent of Sheppard, Mullin, Richter & Hampton LLP (included in Exhibit 5.1)
24.1*		Power of Attorney (included on signature page to the initial filing of the Prior Registration Statement)
107		Fee Filing Table

 

* Previously filed.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized in the Township of Rosemont, State of Pennsylvania, on the 21st day of January 2025.

 

	Hepion Pharmaceuticals, Inc.
	By:	/s/ John Brancaccio
	Name:	John Brancaccio
	Title:	Interim Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated below.

 

Signature		Title		Date
/s/ John Brancaccio		Interim Chief Executive Officer, Interim Chief Financial Officer and Chairman of the Board		January 21, 2025
John Brancaccio		(Principal Executive Officer and Principal Financial and Accounting Officer)
*		Director		January 21, 2025
Timothy Block
*		Director		January 21, 2025
Kaouthar Lbiati
*		Director		January 21, 2025
Michael Purcell

 

*By:	/s/ John Brancaccio
	John Brancaccio
	Attorney-in-Fact
	January 21, 2025

 

 

Exhibit 5.1

 

Sheppard, Mullin, Richter & Hampton LLP 30 Rockefeller Plaza New York, New York 10112-0015 212.653.8700 main 212.653.8701 fax www.sheppardmullin.com

 

January 21, 2025

 

VIA EDGAR

 

c/o Clementi Associates

919 Conestoga Road

Building 3, Suite 115

Rosemont, PA 19010

 

Re: Registration Statement on Form S-1

 

Ladies and Gentlemen:

 

We have acted as counsel to Hepion Pharmaceuticals, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing by the Company of (i) a Registration Statement on Form S-1 (File No. 333-284052), as subsequently amended (the “Initial Registration Statement”) with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), and (ii) a Registration Statement on Form S-1 filed pursuant to Rule 462(b) promulgated under the Securities Act (the “462(b) Registration Statement,” and together with the Initial Registration Statement, the “Registration Statement”) on or about the date hereof, with respect to the offering by the Company, as detailed in the Registration Statement, of up to $9,000,000 of shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”) or pre-funded warrants (the “Pre-Funded Warrants”) in lieu thereof, together with Series A common stock purchase warrants to purchase up to $9,000,000 of Shares (“Series A Warrants”) and Series B common stock purchase warrants to purchase up to $9,000,000 of Shares (“Series B Warrants” and together with the Series A Warrants and Pre-Funded Warrants, the “Warrants,” and collectively with the Common Stock, Series A Warrants and Pre-Funded Warrants, the “Securities”).

 

The Shares and the Warrants are to be sold by the Company in accordance with a Placement Agency Agreement to be entered into by the Company and Laidlaw & Company (UK) Ltd. (the “Placement Agency Agreement”), the form of which has been filed as Exhibit 1.1 to the Initial Registration Statement. The Securities are to be offered and sold in the manner described in the Registration Statement and the related prospectus included therein (the “Prospectus”).

 

This opinion is being furnished in accordance with the requirements of Item 601(b)(5)(i) of Regulation S-K.

 

In connection with this opinion, we have reviewed and relied upon the following:

 

●	the Registration Statement and the Prospectus;
●	the form of Pre-Funded Warrant;
●	the form of Series A Warrant;
●	the form of Series B Warrant;
●	the Certificate of Incorporation of the Company, as amended, in effect on the date hereof;
●	the Bylaws of the Company, as amended, in effect on the date hereof;
●	the resolutions of the Board of Directors of the Company, adopted on December 23, 2024 authorizing/ratifying the issuance and sale of the Securities; and
●	such other documents, records, certificates, memoranda and other instruments as we deem necessary as a basis for this opinion.

 

 

In connection with the issuance of this opinion letter, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinions stated below. As to any facts relevant to the opinions stated herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and of public officials.

 

In our examination, we have assumed (a) the genuineness of all signatures, including endorsements, (b) the legal capacity and competency of all natural persons and, with respect to all parties to agreements or instruments relevant hereto other than the Company, that such parties had the requisite power and authority (corporate or otherwise) to execute, deliver and perform such agreements or instruments, that such agreements or instruments have been duly authorized by all requisite action (corporate or otherwise), executed and delivered by such parties and that such agreements or instruments are the valid, binding and enforceable obligations of such parties, (c) the authenticity of all documents submitted to us as originals, (d) the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies; (e) the accuracy, completeness and authenticity of certificates of public officials; (f) the truth, accuracy and completeness of the information, representations and warranties contained in the instruments, documents, certificates and records we have reviewed; and (g) the legal capacity for all purposes relevant hereto of all natural persons and, with respect to all parties to agreements or instruments relevant hereto other than the Company, that such parties had the requisite power and authority (corporate or otherwise) to execute, deliver and perform such agreements or instruments, that such agreements or instruments have been duly authorized by all requisite action (corporate or otherwise), executed and delivered by such parties and that such agreements or instruments are the valid, binding and enforceable obligations of such parties.

 

Based upon the foregoing and subject to the qualifications and assumptions stated herein, we are of the opinion that:

 

The Securities have been duly authorized by all necessary corporate action on the part of the Company and, assuming a sufficient number of authorized but unissued shares of Common Stock are available for issuance when the Warrants are exercised, the Shares, when and if issued, delivered and paid for in accordance with the terms of the respective Warrants, will be validly issued, fully paid and nonassessable.

 

Our opinion set forth above is subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.

 

This opinion letter is rendered solely in connection with the registration of the Securities under the Registration Statement. This opinion letter is rendered as of the date hereof, and we assume no obligation to advise you or any other person with regard to any change after the date hereof in the circumstances or the law that may bear on the matters set forth herein after the effectiveness of the Registration Statement, even if the change may affect the legal analysis or a legal conclusion or other matters in this opinion letter.

 

The opinion we render herein is limited to those matters governed by New York law as of the date hereof and we disclaim any obligation to revise or supplement the opinion rendered herein should the above-referenced laws be changed by legislative or regulatory action, judicial decision, or otherwise. We express no opinion as to whether, or the extent to which, the laws of any particular jurisdiction apply to the subject matter hereof. We express no opinion as to matters governed by any laws other than New York law.

 

This opinion letter is rendered as of the date first written above, and we disclaim any obligation to advise you of facts, circumstances, events, or developments that hereafter may be brought to our attention or that may alter, affect, or modify the opinion expressed herein.

 

We hereby consent to the filing of this opinion as an exhibit to the 462(b) Registration Statement. We also hereby consent to the reference to our firm under the heading “Legal Matters” in the Initial Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the General Rules and Regulations under the Securities Act. It is understood that this opinion is to be used only in connection with the offer and sale of the Securities being registered while the Registration Statement is effective under the Securities Act.

 

	Respectfully submitted,
	/s/ Sheppard, Mullin, Richter & Hampton LLP
	SHEPPARD, MULLIN, RICHTER & HAMPTON LLP

 

 

 

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in this Registration Statement on Form S-1 filed pursuant to Rule 462(b) of the Securities Act of 1933 (by reference to the Registration Statement on Form S-1 File No. 333-284052) of our report dated April 16, 2024, with respect to the consolidated financial statements of Hepion Pharmaceuticals, Inc., included in its Annual Report on Form 10-K for the year ended December 31, 2023. Our opinion includes an explanatory paragraph as to Hepion Pharmaceuticals, Inc.’s ability to continue as a going concern. We also consent to the reference to our firm under the heading “Experts” in such Registration Statement.

 

/s/ Grassi & Co., CPAs, P.C.

 

Jericho, New York

January 21, 2025

 

 

 

Exhibit 23.2

 

Consent of Independent Registered Public Accounting Firm

 

We hereby consent to the incorporation by reference in this Registration Statement on Form S-1 of our report dated April 10, 2023, except for Note 2, for which the date is April 16, 2024, relating to the consolidated financial statements of Hepion Pharmaceuticals, Inc. (the Company), which is incorporated by reference in the Registration Statement on Form S-1 (No. 333-284052), as amended. Our report contains an explanatory paragraph regarding the Company’s ability to continue as a going concern.

 

We also consent to the reference to us under the caption “Experts” in such Registration Statement.

 

/s/BDO USA, P.C.

Woodbridge, New Jersey

 

January 21, 2025

 

 

 

Exhibit 107

 

Calculation of Filing Fee Tables

 

FORM S-1

(Form Type)

 

HEPION PHARMACEUTICALS, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities

 

		Security Type		Security Class Title		Fee Calculation Rule				Amount Registered				Proposed Maximum Offering Price per Share				Maximum Aggregate Offering Price (1)(2)				Fee Rate				Amount of Registration Fee
Fees to Be Paid		Equity		Common Stock, $0.0001 par value (2)			457	(o)			—				—			$	1,000,000	(3)		$	0.00015310			$	153.10
Fees to Be Paid		Equity		Series A Warrants accompanying the Common Stock (2)			Other	(4)			—				—					(4)			—				—
Fees to Be Paid		Equity		Series B Warrants accompanying the Common Stock (2)			Other	(4)			—				—					(4)			—				—
Fees to Be Paid		Equity		Pre-Funded Warrants			Other	(4)			—				—					(3)(4)			—				—
Fees to Be Paid		Equity		Common Stock underlying the Pre-Funded Warrants (3)			457	(o)			—				—					(3)			—				—
Fees to Be Paid		Equity		Common Stock underlying the Series A Warrants (2)			457	(o)			—				—			$	1,000,000			$	0.00015310			$	153.10
Fees to Be Paid		Equity		Common Stock underlying the Series B Warrants (2)			457	(o)			—				—			$	1,000,000			$	0.00015310			$	153.10
Total Offering Amounts																		$	3,000,000	(3)		$	0.00015310			$	459.30
Total Fees Previously Paid																			—							$	—
Total Fee Offsets																			—							$	—
Net Fee Due																										$	459.30

 

(1)	Pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, this registration statement also covers any additional securities that may be offered, issued or become issuable in connection with any stock split, stock dividend or similar transaction or pursuant to anti-dilution provisions of any of the securities.
(2)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”). Represents only the additional number of shares being registered. This does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1, as amended (File No. 333-284052) (the “Prior Registration Statement”).
(3)	The proposed maximum aggregate offering price of the Common Stock proposed to be sold in the offering will be reduced on a dollar-for-dollar basis based on the offering price of any Pre-Funded Warrants sold in the offering and the proposed maximum aggregate offering price of the Pre-Funded Warrants proposed to be sold in the offering will be reduced on a dollar-for-dollar basis based on the offering price of any Common Stock sold in the offering.
(4)	Pursuant to Rule 457(g) of the Securities Act, no separate registration fee is required for the warrants because the warrants are being registered in the same registration statement as the Common Stock issuable upon exercise of the warrants.

 

 

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