UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 22, 2023

 

Hepion Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware		000-55020		46-2783806
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		IRS Employer Identification No.)

 

399 Thornall Street, First Floor
Edison, NJ 08837

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: (732) 902-4000

 

 

(Former name or former address, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class:		Trading Symbol(s)		Name of each exchange on which registered:
Common Stock		HEPA		Nasdaq Capital Market

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨   Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).  Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

Item 5.07.         Submission of Matters to a Vote of Security Holders.

 

On June 22, 2023, Hepion Pharmaceuticals, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Meeting”).

 

As of April 27, 2023, the record date for the Meeting, there were 76,229,626 shares of our common stock outstanding (including 3,184 shares of common stock issuable upon conversion of the Series A Preferred Stock).

 

At the Meeting, the stockholders voted on the following four proposals and cast their votes as follows:

 

1. To elect the seven (7) persons named herein as nominees for directors of the Company, to hold office until the next annual meeting of stockholders and until their respective successors have been duly elected and qualified including Gary S. Jacob, Robert Foster, John P. Brancaccio, Timothy Block, Peter Wijngaard, Anand Reddi and Kaouthar Lbiati.

 

Name		Votes For		Withhold		Broker Non-Vote
Gary S. Jacob		15,729,775		11,082,823		14,810,752
Robert Foster		20,436,521		6,376,076		14,810,753
John P. Brancaccio		17,452,517		9,360,081		14,810,752
Timothy Block		18,394,084		8,418,513		14,810,753
Peter Wijngaard		20,660,128		6,152,469		14,810,753
Anand Reddi		20,513,241		6,299,356		14,810,753
Kaouthar Lbiati		20,505,372		6,307,225		14,810,753

 

2. To ratify the appointment of BDO USA, LLP as the Company’s independent auditors for the fiscal year ending December 31, 2023.

 

 

Votes For		Votes Against		Votes Abstained		Broker Non-Vote
32,542,343		8,300,660		780,346		1

 

 

3. To approve the Company’s 2023 Omnibus Equity Incentive Plan.

 

Votes For		Votes Against		Votes Abstained		Broker Non-Vote
14,428,149		12,034,562		349,883		14,810,756

 

5. To approve, on an advisory basis, the compensation of the Company’s named executive officers, referred to as “say-on-pay.

 

Votes For		Votes Against		Votes Abstained		Broker Non-Vote
14,167,658		12,206,621		438,318		14,810,753

  

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: June 22, 2023

 

	HEPION PHARMACEUTICALS, INC.
	By:	/s/ Robert Foster
		Robert Foster
		Chief Executive Officer