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    Hepion Pharmaceuticals Inc. filed SEC Form 8-K: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

    5/12/25 5:00:12 PM ET
    $HEPA
    Biotechnology: Pharmaceutical Preparations
    Health Care
    Get the next $HEPA alert in real time by email
    false 0001583771 0001583771 2025-05-09 2025-05-09 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

     

    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): May 9, 2025

     

    Hepion Pharmaceuticals, Inc.

    (Exact name of registrant as specified in its charter)

     

    Delaware   001-36856   46-2783806

    (State or other jurisdiction of

    incorporation or organization)

     

    (Commission

    File Number)

     

    (IRS

    Identification No.)

     

    55 Madison Ave., Suite 400-PMB# 4362

    Morristown, NJ 07960

    (Address of principal executive offices)

     

    (732) 902-4000

    (Registrant’s telephone number, including area code)

     

    Not Applicable

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

     

    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 communications 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))

     

    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, par value $0.0001 per share   HEPA   The Nasdaq Stock Market LLC

     

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

     

    On May 9, 2025, Hepion Pharmaceuticals, Inc. (the “Company) received written notice (the “Notice”) from the Office of General Counsel of The Nasdaq Stock Market (“Nasdaq”) indicating that the Nasdaq Hearings Panel has determined to delist the Company’s shares from Nasdaq due to the Company’s failure to meet Nasdaq’s continued listing standards. As previously disclosed, the Company has not been compliant with the requirements under Nasdaq Listing Rule 5550(a)(2) to maintain a minimum bid price of $1.00 per share and Nasdaq Listing Rule 5101 indicating that Nasdaq believes the Company is a public shell. The Notice indicated that trading in the Company’s shares of common stock (the “Common Stock”) on Nasdaq will be suspended effective at the open of trading on Tuesday, May 13, 2025.

     

    Upon suspension of the trading of its Common Stock on Nasdaq, the Company expects that its Common Stock will be quoted under its existing symbol “HEPA” on the OTC Markets Group.

     

    On May 12, 2025, the Company issued a press release announcing the delisting from Nasdaq. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference

     

    Item 9.01 Financial Statements and Exhibits

     

    (d) Exhibits

     

    99.1 Press Release dated May 12, 2025.
       
    104 Cover Page Interactive Data File (embedded within the XBRL document)

     

    -2-

     

     

    SIGNATURES

     

    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.

     

    Date: May 12, 2025 Hepion Pharmaceuticals, Inc.
         
      By: /s/ John Brancaccio
        John Brancaccio
        Interim Chief Executive Officer and Interim Chief Financial Officer

     

    -3-

     

     

     

     

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