Opening the filing
8-K
Item 1.01
Entry into a Material Definitive Agreement.
On October 6, 2026, Hepion Pharmaceuticals, Inc. (the “Company”) entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Gravitas Life Sciences, LLC, a Delaware limited liability company (“GLS”), and Gravitas Collective Corp., a Delaware corporation and the sole member of GLS (the “Sole Member”), pursuant to which the Company agreed to acquire from the Sole Member all of the issued and outstanding membership interests (the “Purchase Securities”) of GLS (the “Transaction”).
Pursuant to the Purchase Agreement, at the closing of the transactions which occurred on October 6, 2026 (the “Closing”), the Sole Member sold the Purchased Securities to the Company in exchange for the right to receive from the Company (i) $2,000,000 in cash and (ii) 25,000,000 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), which was equal to $2,250,000 divided by the Buyer Closing Stock Price (as defined in the Purchase Agreement) (the “Stock Consideration”
and, together with the cash consideration, the “Purchase Consideration”). The Purchase Agreement contained a cap providing that in no event will the aggregate number of shares of Common Stock issued under the Purchase Agreement exceed 19.99% of the Company’s outstanding shares of Common Stock immediately following issuance, with any resulting reduction in shares to be settled in an equitable cash payment. The Company paid an additional $135,000 to the Sole Member.
The shares of Common Stock comprising the Stock Consideration issued to the Sole Member at the Closing (the “Buyer Closing Shares”)
are subject to a lock-up restricting transfer until the earlier of (i) the six-month anniversary of the Closing Date and (ii) the date the Buyer Closing Shares are registered for resale under an effective registration statement, and are subject to forfeiture under certain circumstances described in the Purchase Agreement. The Sole Member has also been granted piggyback registration rights with respect to the Buyer Closing Shares, as described in the Purchase Agreement.
The Purchase Agreement contains customary representations, warranties, covenants and indemnification obligations of the parties.
In connection with the Closing, the Company, GLS, the Sole Member and Canton Strategic Holdings, Inc. (“Canton”) entered into a Partial Payoff Confirmation and Note Assignment and Amendment letter, dated October 6, 2026 (the “Payoff Letter”), relating to that certain Unsecured Promissory Note, dated July 17, 2026, by GLS and the Sole Member in favor of Canton (the “Canton Seller Note”). Pursuant to the Payoff Letter, at the Closing (i) the Company paid Canton $1,000,000 and (ii) GLS paid $125,000, out of the $2,000,000 cash portion of the Purchase Consideration, as a mandatory prepayment of a portion of the outstanding principal balance of the Canton Seller Note. Upon Canton’s receipt of that payment, (i) GLS’s and the Sole Member’s obligations under the Canton Seller Note were deemed satisfied, discharged and terminated and were assigned to the Company, and (ii) the Canton Seller Note was amended so that the Company became the sole maker, obligor and guarantor of the remaining obligations under the Canton Seller Note in place of GLS and the Sole Member.
Vincent LoPriore, Gary Stetz, Sireesh Appajosyula and Chase LoPriore, each a current director of the Company, are officers of GLS and shareholders of the Sole Member. Accordingly, the transactions contemplated by the Purchase Agreement constitute a related party transaction. In light of their respective affiliations with GLS and the Sole Member, each of Mr. V. LoPriore, Mr. Stetz, Dr. Appajosyula and Mr. C. LoPriore disclosed his interest in the proposed transaction to the Board, recused himself from deliberation and voting on the matter, and abstained from the Board’s consideration and approval of the Purchase Agreement and the transactions contemplated thereby. The Purchase Agreement and the transactions contemplated thereby were reviewed, considered and approved by the disinterested members of the Board, who determined that the terms of the Purchase Agreement are fair to, and in the best interests of, the Company and its stockholders. In addition, the Company obtained a fairness opinion from Ryan Valuation Services to the effect that, as of the date of such opinion and subject to the assumptions and limitations therein, the Purchase Consideration to be paid by the Company to the Sole Member pursuant to the Purchase Agreement is fair, from a financial point of view, to the Company and its stockholders.
President Street Global, LLC, a FINRA registered broker-dealer (“PSG”), acted as an advisor to the Company with respect to the Transaction.
Mr. Stetz, a director of the Company, officer of GLS and a shareholder of the Sole Member is Chief Executive Officer of PSG. Vincent LoPriore, Executive Chairman of the Company, an officer of GLS and a shareholder of the Sole Member, is investment manager at Gravitas Capital LP, a principal stockholder of the Company, and is an indirect owner of the holding company of PSG and he may indirectly benefit from such compensation received by PSG.
Completion of Acquisition or Disposition of Assets.
The disclosure set forth above under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
On October 6, 2026, the Company completed the acquisition of all of the issued and outstanding membership interests of GLS from the Sole Member pursuant to the Purchase Agreement. As a result of the Closing, GLS became a wholly owned subsidiary of the Company.
Business of GLS GLS is a clinical-stage biotechnology company developing therapeutic candidates in immunology and inflammation. On November 3, 2023, GLS entered into a patent license agreement (the “Avior License Agreement”) with Avior Inc. d/b/a Avior Bio, LLC (“Avior”).
The agreement grants GLS an exclusive, sublicensable, worldwide right and license to Licensed Patent Rights and Licensed Technology to develop, make, use, sell, import, export and commercialize GV104 (formerly TH104), and to practice the Licensed Technology in connection with the foregoing, each as defined in that agreement. In February 2023 the U.S. Food and Drug Administration (“FDA”) approved an investigational new drug (“IND”) application for GV104, a transmucosal buccal film of nalmefene. Nalmefene is an opioid antagonist first approved in the United States in 1995 and is marketed in injectable and limited nasal presentations. The film adheres to the buccal mucosa, and the drug is absorbed across the mucosa potentially without first-pass hepatic metabolism.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On October 9, 2026, the board of directors (the “Board”) of the Company appointed Gary Stetz, the Company’s former Interim Chief Executive Officer, to serve as the Company’s Chief Financial Officer, and Sireesh Appajosyula, PharmD, the former Chief Executive Officer of Gravitas Life Sciences, LLC, to serve as the Company’s Chief Executive Officer, in each case effective as of October 9, 2026.
Dr.
Appajosyula, age 51, has served as a member of the Company’s board of directors since March 2026. From July 2021 until June 2026, Dr. Appajosyula was a director of Canton Strategic Holdings, Inc. and was Chief Operating Officer from July 2023. From April 2020 until June 2023, he has served as SVP, Corporate Development and Operations of 9 Meters Biopharma, Inc. (“9 Meters”), a company focused on rare and unmet needs in gastrointestinal patient populations developing compounds with unique gastrointestinal biology, and since 2018 he has served as Managing Member of Highpoint Pharmaceuticals, LLC, a pharmaceutical research and development company. In addition, since 2015, Mr. Appajosyula has served as Managing Partner of Channel BioConsulting, LLC, a company that assists in enhancing search and evaluation efforts for complementary assets to be added to existing portfolios of biopharmaceutical companies. Prior to joining 9 Meters, Mr. Appajosyula spent approximately 8 years at Salix Pharmaceuticals, Inc. (“Salix”) in various roles in medical affairs, product commercialization and business development until its acquisition by Bausch Health.