Failure to Satisfy Listing Rule Form 8 K

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On January 14, 2025, Hepion Pharmaceuticals, Inc., a Delaware corporation (the "Company"), received written notice (the "Notice") from the Nasdaq Stock Market, LLC ("Nasdaq") indicating that since the Company had not held an annual meeting of shareholders within twelve months of the Company's fiscal year end (the "Listing Rule"), the Company no longer complies with the Listing Rule for continued listing. The Notice has no effect at this time on the Common Stock, which continues to trade on the Nasdaq Capital Market under the symbol "HEPA."

Under the Listing Rule, the Company has 45 days to submit a plan to regain compliance and the Company does intend to submit a plan of compliance. If the plan is accepted, Nasdaq can grant an extension of up to 180 calendar days from fiscal year end, or June 30, 2025 to evidence compliance.

In the event Nasdaq does not accept the Company's plan, the Company will have the opportunity to appeal to a hearings panel.

There can be no assurance that the Company will be successful in maintaining its listing of its common stock on the Nasdaq Capital Market.