HEPA Hepion Pharmaceuticals, Inc. - 8-K

Item 1.01 Entry into a Material Definitive Agreement.

On
April 21, 2026, Hepion Pharmaceuticals, Inc. (the “Company”) entered into securities purchase agreements (the “Agreements”)
with certain accredited investors (the “Investors”) pursuant to which the Company agreed to sell and issue to the Investors
in a private placement offering (the “Offering”), an aggregate offering of 17,500,000 shares of common stock, par value $0.0001
per share (the “Common Stock”) at an offering price of $0.04 per share for gross proceeds of $700,000. The Offering closed
on April 21, 2026.

The
Common Stock is being offered in reliance upon the exemption from the registration requirement of the Securities Act of 1933, as amended
(the “ Securities Act ”), pursuant to Section 4(a)(2) thereof and/or Rule 506(b) of Regulation D promulgated thereunder,
and applicable state securities laws. The issuance of the Common Stock has not been registered under the Securities Act and such securities
may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any
applicable state securities laws.

The
Agreements contain customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification
obligations of the Company, other obligations of the parties and termination provisions.

Item 3.02 Unregistered Sale of Equity Securities.

The
information set forth above under Item 1.01 is incorporated herein by reference.

Item
9.01 Financial Statements and Exhibits.

(d)
Exhibits.

Exhibit
Number

Description

10.1

Form of Securities Purchase Agreement.

104

Cover Page Interactive Data File (embedded within the XBRL document)

- 2 -