Material Agreement, Private Placement (Form 8-K)

On July 31, 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 61,100,000 shares of common stock, par value $0.0001 per share (the "Common Stock") and warrants to purchase 61,100,000 shares of Common Stock (the "Warrants") at an offering price of $0.05 per share for gross proceeds of $3,055,000. The Warrants are exercisable at an exercise price of $0.06 per share for five (5) years from the date of issuance. The Offering closed on August 3, 2026.

The Common Stock and Warrants are 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 and Warrants 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.

The foregoing descriptions of the Agreements and the Warrant do not purport to be complete and is qualified in its entirety by reference to the full text of the Agreements and the Warrant, copies of which are filed as Exhibit 10.1 and Exhibit 4.1, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

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