Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On April 30, 2025, Hepion Pharmaceuticals, Inc., a Delaware corporation (the "Company"), entered into a binding letter of intent ("Binding LOI") with New Day Diagnostics LLC ("New Day") pursuant to which the Company in-licensed certain diagnostic tests for celiac disease, respiratory multiplex (Covid/Influenza A/B and RSV), helicobacter pylori ("H. pylori") and hepatocellular carcinoma ("HCC"). The celiac, respiratory multiplex and H. pylori tests have CE marks and are eligible to be sold in Europe at the present time.

Pursuant to the Binding LOI, the Company will pay $525,000 in cash to New Day along with $200,000 in common stock of the Company. In addition, the Company has agreed to pay New Day up to $17.15 million upon achievement of certain regulatory, sales and reimbursement milestones. In addition, the Company will pay New Day royalty rates in the upper single to low double digits based on net sales.

The parties contemplate entering into a definitive license agreement, however, the Binding LOI is binding and can only be terminated with the mutual consent of the parties.

Item 3.02 Unregistered Sales of Equity Securities.