Material Agreement, Private Placement (Form 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.