On September 29, 2023 Hepion Pharmaceuticals, Inc. (NASDAQ:HEPA), a clinical stage biopharmaceutical company focused on artificial intelligence assisted therapeutic drug development for the treatment of non-alcoholic steatohepatitis ("NASH"), fibrotic diseases, hepatocellular carcinoma ("HCC"), and other chronic diseases, reported that it has entered into a securities purchase agreement with a healthcare-focused institutional investor for the purchase and sale of 980,393 shares of its common stock (or common stock equivalents in lieu thereof) at a purchase price of $5.10 per share in a registered direct offering priced at-the-market under Nasdaq rules (Press release, Hepion Pharmaceuticals, SEP 29, 2023, View Source [SID1234635539]). In addition, in a concurrent private placement, Hepion will issue to the investor unregistered Series A Warrants to purchase up to an aggregate of 980,393 shares of common stock and Series B Warrants to purchase up to an aggregate of 980,393 shares of common stock. The Series A and Series B Warrants will have an exercise price of $4.85 per share, will be exercisable immediately following the date of issuance and will expire in five years and one and a half years, respectively. The closing of the registered direct offering and the concurrent private placement is expected to occur on or about October 3, 2023, subject to the satisfaction of customary closing conditions.
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A.G.P./Alliance Global Partners is acting as the sole placement agent for the offering.
The gross proceeds to Hepion from the offering are expected to be approximately $5.0 million, before deducting the placement agent’s fees and other offering expenses payable by Hepion. Hepion intends to use the net proceeds from the offering for clinical development and working capital.
The shares of common stock (or common stock equivalents in lieu thereof) being offered in the registered direct offering (but not the warrants being in the concurrent private placement or the shares of common stock underlying such warrants) are being offered by Hepion pursuant to a "shelf" registration statement on Form S-3 (File No. 333-254996) previously filed with the Securities and Exchange Commission (the "SEC") on April 2, 2021 and declared effective by the SEC on November 24, 2021. The offering of the shares of common stock (or common stock equivalents in lieu thereof) in the registered direct offering is made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus supplement and accompanying prospectus relating to the registered direct offering will be filed with the SEC. Electronic copies of the prospectus supplement may be obtained, when available, from A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at (212) 624-2060, or by email at [email protected].
The warrants described above are being issued in a concurrent private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Regulation D promulgated thereunder and, along with the shares of common stock underlying such warrants, have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the warrants and underlying shares of common stock may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.