Filed Pursuant to Rule 424(b)(5)
Registration No. 333-254996
PROSPECTUS SUPPLEMENT
(To Prospectus dated November 24, 2021)
![](https://www.sec.gov/Archives/edgar/data/1583771/000110465923105939/tm2133457d1_s3aimg001.jpg)
400,000 Shares of
Common Stock
580,393 Pre-Funded
Warrants to Purchase 580,393 Shares of Common Stock
We are offering 400,000 shares
of common stock to an institutional investor at an offering price of $5.10 per share. In addition, we are also offering pre-funded warrants
to purchase up to 580,393 shares of our common stock (the “Pre-Funded Warrants”) and the shares of common stock issuable
upon exercise of the Pre-Funded Warrants, in lieu of shares of common stock, to those investors whose purchase of shares of our common
stock in this offering would result in the investor, together with its affiliates and certain related parties, beneficially owning more
than 4.99% (or, at the election of the investor, 9.99%) of our outstanding common stock following the consummation of this offering.
The Pre-Funded Warrants are being offered at an offering price of $5.09 per share. The Pre-Funded Warrants will have an exercise price
of $0.0001 per share of common stock and will be immediately exercisable and may be exercised at any time until exercised in full.
In a concurrent private placement,
we are also selling to such investors (i) unregistered Series A Warrants to purchase up to 980,393 shares of our common stock
(the “Series A Warrants”), which represent 100% of the number of shares of our common stock and shares of common stock
issuable upon exercise of the Pre-Funded Warrants being purchased in this offering, and (ii) unregistered Series B Warrants
to purchase up to 98,393 shares of our common stock (the “Series B Warrants”), which represent 100% of the number of
shares of our common stock and shares of common stock issuable upon exercise of the Pre-Funded Warrants being purchased in this offering.
Each Series A Warrant will be exercisable for one share of our common stock at an exercise price of $4.85 per share, will be exercisable
immediately upon issuance and will have a term of five years from the date of issuance. Each Series B Warrant will be exercisable
for one share of our common stock at an exercise price of $4.85 per share, will be exercisable immediately upon issuance and will have
a term of 18 months from the date of issuance. The Series A Warrants, the Series B Warrants and the shares of our common stock
issuable upon the exercise of the Series A Warrants and Series B Warrants are being offered pursuant to the exemptions provided
in Section 4(a)(2) under the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506(b) promulgated
thereunder, and they are not being offered pursuant to this prospectus supplement and the accompanying prospectus. There is no established
public trading market for the Series A Warrants or the Series B Warrants and we do not expect a market to develop. In addition,
we do not intend to list the Series A Warrants or the Series B Warrants on the Nasdaq Capital Market, any other national securities
exchange or any other nationally recognized trading system.
Our common stock is currently
listed on The Nasdaq Capital Market under the symbol “HEPA.” On September 28, 2023, the last reported sale price of
our common stock on The Nasdaq Capital Market was $4.85 per share.
As of the date of this prospectus
supplement, the aggregate market value of our outstanding common stock held by non-affiliates, or our public float, was approximately
$30,777,635 based on 3,799,708 outstanding shares of common stock held by non-affiliates and a per share price of $8.10, which was the
closing price of our common stock on August 1, 2023 and is the highest closing sale price of our common stock on The Nasdaq Capital
Market within the prior 60 days. In no event will we sell securities pursuant to a Registration Statement on Form S-3 in a public
primary offering with value exceeding more than one-third of our public float in any 12-month calendar period so long as our public float
remains below $75 million and General Instruction I.B.6 of Registration Statement on Form S-3 continues to apply to us. As of the
date of this prospectus supplement, we have not sold any securities pursuant to General Instruction I.B.6. of Registration Statement
on Form S-3 during the prior 12-month calendar period that ends on, and includes, the date of this prospectus supplement (but excluding
this offering). We are thus currently eligible to offer and sell up to an aggregate of $10.25 million of our securities pursuant to General
Instruction I.B.6 of Form S-3.
We
have engaged A.G.P./Alliance Global Partners LLC to act as our exclusive placement agent (“A.G.P.” or the “Placement
Agent”) in connection with the securities offered by this prospectus supplement. The Placement Agent has no obligation to buy any
of the securities from us or to arrange for the purchase or sale of any specific number or dollar amount of securities but has agreed
to use its best efforts to sell the securities offered by this prospectus supplement. We have agreed to pay the Placement Agent a fee
based on the aggregate proceeds raised in this offering as set forth in the table below:
| |
Per Share
and Accompanying Warrants | | |
Per Pre-
Funded Warrant and Accompanying Warrants | | |
Total | |
Public offering price | |
$ | 5.10 | | |
$ | 5.09 | | |
$ | 5,000,004 | |
Placement
Agent’s fee (1) | |
$ | 0.408 | | |
$ | 0.4079 | | |
$ | 400,000 | |
Proceeds
to us (before expenses)(2) | |
$ | 4.692 | | |
$ | 4.6821 | | |
$ | 4,600,004 | |
(1) |
In addition,
we have agreed to reimburse the placement agent for certain offering-related expenses as described under the “Plan of Distribution”
on page S-15 of this prospectus supplement. |
(2) |
The amount
of the offering proceeds to us presented in this table does not give effect to the sale or exercise, if any, of the Pre-Funded Warrants,
the Series A Warrants or the Series B Warrants being issued in the concurrent private placement. |
Delivery of the securities being offered pursuant
to this prospectus supplement and the accompanying prospectus is expected to be made on or about October 3, 2023, subject to the satisfaction
of certain closing conditions.
Investing
in our common stock involves a high degree of risk. See “Risk Factors” beginning on page S-7 of this prospectus supplement,
on page 9 of the accompanying prospectus and in the documents incorporated by reference into this prospectus supplement.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined
if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
A.G.P.
The date of this prospectus supplement is September 28,
2023
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
PROSPECTUS
ABOUT
THIS PROSPECTUS SUPPLEMENT
This prospectus supplement
and the accompanying prospectus are part of a registration statement that we filed with the U.S. Securities and Exchange Commission,
or SEC, utilizing a “shelf” registration process. This document is in two parts. The first part is this prospectus supplement,
which describes the specific terms of this offering and also adds to and updates information contained in the accompanying prospectus
and the documents incorporated by reference herein. The second part, the accompanying prospectus, provides more general information.
Generally, when we refer to this prospectus, we are referring to both parts of this document combined. To the extent there is a conflict
between the information contained in this prospectus supplement and the information contained in the accompanying prospectus or any document
incorporated by reference therein filed prior to the date of this prospectus supplement, you should rely on the information in this prospectus
supplement; provided that if any statement in one of these documents is inconsistent with a statement in another document having a later
date – for example, a document incorporated by reference in the accompanying prospectus – the statement in the document having
the later date modifies or supersedes the earlier statement.
We further note that the
representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated
by reference herein were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating
risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such
representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and
covenants should not be relied on as accurately representing the current state of our affairs.
You should rely only on the
information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus or contained in any
free writing prospectus prepared by or on our behalf. We have not, and the underwriters have not, authorized anyone to provide you with
different information. The distribution of this prospectus supplement and sale of these securities in certain jurisdictions may be restricted
by law. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale
is not permitted. You should assume that the information appearing in this prospectus supplement, the accompanying prospectus and the
documents incorporated by reference in this prospectus supplement, and in any free writing prospectus that we have authorized for use
in connection with this offering, is accurate only as of the date of those respective documents. Our business, financial condition, results
of operations and prospects may have changed since those dates.
Trademarks, service marks
or trade names of any other companies appearing in this prospectus supplement are the property of their respective owners. Use or display
by us of trademarks, service marks or trade names owned by others is not intended to and does not imply a relationship between us and,
or endorsement or sponsorship by, the owners of the trademarks, service marks or trade names.
CAUTIONARY STATEMENT
REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement,
the accompanying prospectus and the documents incorporated by reference therein contain, in addition to historical information, certain
forward-looking statements. within the meaning of Section 27A of the Securities Act or 1933, as amended (the “Securities Act”),
and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that include information relating
to future events, future financial performance, strategies, expectations, competitive environment, regulation and availability of resources.
Such forward-looking statements include those that express plans, anticipation, intent, contingency, goals, targets or future development
and/or otherwise are not statements of historical fact. These forward-looking statements are based on our current expectations and projections
about future events and they are subject to risks and uncertainties known and unknown that could cause actual results and developments
to differ materially from those expressed or implied in such statements.
In some cases, you can identify
forward-looking statements by terminology, such as “expects,” “will,” “anticipates,” “intends,”
“estimates,” “plans,” “believes,” “seeks,” “may,” “should”, “would,”
“could” or the negative of such terms or other similar expressions. Accordingly, these statements involve estimates, assumptions
and uncertainties that could cause actual results to differ materially from those expressed in them. Any forward-looking statements are
qualified in their entirety by reference to the factors discussed throughout this prospectus supplement or incorporated herein by reference.
Risks, uncertainties and
other factors that may cause our actual results, performance or achievements to be different from those expressed or implied in our written
or oral forward-looking statements may be found in this prospectus supplement under the heading “Risk Factors” and in our
Annual Report on Form 10-K for the year ended December 31, 2022 under the headings “Risk Factors” and “Business,”
as updated in our Quarterly Report(s) on Form 10-Q.
Forward-looking statements
speak only as of the date they are made. You should not put undue reliance on any forward-looking statements. We assume no obligation
to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking
information, except to the extent required by applicable securities laws. If we do update one or more forward-looking statements, no
inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.
New factors emerge from time
to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on
our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained
in any forward-looking statements. We qualify all of the information presented in this prospectus supplement and incorporated herein
by reference, and particularly our forward-looking statements, by these cautionary statements.
PROSPECTUS
SUPPLEMENT SUMMARY
The following summary highlights certain of
the information contained elsewhere in or incorporated by reference into this prospectus supplement. Because this is only a summary,
however, it does not contain all the information you should consider before investing in our securities and it is qualified in its entirety
by, and should be read in conjunction with, the more detailed information included elsewhere in or incorporated by reference into this
prospectus supplement. Before you make an investment decision, you should read this entire prospectus supplement and the accompanying
prospectus carefully, including the risks of investing in our securities discussed under the section of this prospectus supplement entitled
“Risk Factors” and similar headings in the other documents that are incorporated by reference into this prospectus supplement.
You should also carefully read the information incorporated by reference into this prospectus supplement, including our financial statements,
and the exhibits to the registration statement of which this prospectus supplement is a part.
Unless the context otherwise requires, references
to “we,” “our,” “us,” “Hepion” or the “Company” in this prospectus supplement
mean Hepion Pharmaceuticals, Inc.
Business Overview
We
are a biopharmaceutical company headquartered in Edison, New Jersey, focused on the development of drug therapy for treatment of chronic
liver diseases. This therapeutic approach targets fibrosis, inflammation, and shows potential for the treatment of hepatocellular carcinoma
(“HCC”) associated with non-alcoholic steatohepatitis (“NASH”), viral hepatitis, and other liver diseases. Our
cyclophilin inhibitor, rencofilstat (formerly CRV431), is being developed to offer benefits to address multiple complex pathologies related
to the progression of liver disease.
We
are developing rencofilstat as our lead molecule. Rencofilstat is a compound that binds and inhibits the function of a specific class
of isomerase enzymes called cyclophilins that regulate protein folding, in addition to other activities. Many closely related isoforms
of cyclophilins exist in humans. Cyclophilins A, B, and D are the best characterized cyclophilin isoforms. Inhibition of cyclophilins
has been shown in scientific literature to have therapeutic effects in a variety of experimental models, including liver disease models.
We
have completed a number of Phase 1 and Phase 2 clinical trials. In May 2023, we announced that our Phase 2a study ("ALTITUDE-NASH")
met its primary endpoint by demonstrating improved liver function and was well tolerated after four months of treatment with once daily
oral rencofilstat administered to NASH subjects with stage 3 or greater fibrosis. All additional secondary efficacy and safety endpoints
were also met. These observations provide further evidence that builds on previous findings from a shorter 28-day Phase 2a ("AMBITION")
trial. Taken together, the AMBITION and ALTITUDE-NASH trials reinforce rencofilstat’s direct antifibrotic mode of action and increase
our confidence level that we anticipate observing fibrosis reductions in our ongoing 12-month Phase 2b ("ASCEND-NASH") clinical
trial.
In
June 2023, we announced that the Data and Safety Monitoring Board ("DSMB") met to review the current data for the ASCEND-NASH
2b study and has issued a “study may proceed without modification” clearance. This, the first planned DSMB meeting, occurred
on schedule, and all labs, electrocardiogram's, adverse events, and protocol deviations were reviewed, focusing on any potential safety
signals from the placebo-controlled trial.
NASH
is the form of liver disease that is triggered by what has come to be known as the “Western diet”, characterized especially
by high-fat, high-sugar, and processed foods. Among the effects of a prolonged Western diet is fat accumulation in liver cells (steatosis)
which is described as NAFLD and can predispose cells to injury. NAFLD may evolve into NASH when the fatty liver begins to progress
through stages of cell injury, inflammation, fibrosis, and carcinogenesis. People who develop NASH typically have additional predisposing
conditions such as diabetes and hypertension, but the exact biochemical events that trigger and maintain the progression are not well
known. Many people in the early stages of disease do not have significant clinical symptoms and therefore are unaware that they have
it. Once NASH is diagnosed, it is a major health concern as the liver often becomes fibrotic and puts individuals at increased risk of
developing cirrhosis and other complications. Individuals with advanced liver fibrosis have a significantly higher risk of developing
liver cancer, although cancer may also arise in some patients before significant hepatitis or fibrosis. NASH is increasing worldwide
at an alarming rate due to the spread of the Western diet, obesity, and other related conditions. Approximately 4-5% of the global population
is estimated to have NASH, including the USA, and NASH is quickly becoming the most common reason for individuals requiring a liver transplant
in the USA. Considering the serious outcomes linked to advancing NASH, the economic and social burden of the disease is enormous. There
are no simple blood tests to diagnose or track the progression of NASH, and currently there are no drugs that are specifically approved
to treat the disease.
HCC
is a major type of liver cancer, accounting for approximately 85% – 90% of all cases. NASH, hepatitis viral infections, and alcohol
consumption are all major causes of HCC. Globally, over 700,000 people die each year from liver cancer which is second only to lung cancer
among all cancer-related deaths. The high mortality is due to the fact that only around half of all people who develop HCC (in developed
countries) receive the diagnosis early enough to have an opportunity for therapeutic intervention. Additionally, recurrence rates are
high, and current treatment options remain limited.
HCC
is a type of cancer in which the tissue microenvironment plays a major role in its development. In most cases HCC is preceded by significant,
long-term damage to liver cells, inflammation, and fibrosis. One-third of people with cirrhosis, a very advanced stage of liver disease,
will eventually progress to HCC. The chronic injury to the liver leads to many genetic mutations that eventually lead to transformation
of cells and formation of tumors. The noxious tissue microenvironment also promotes cancer by altering the function of immune cells and
endothelial cells which form tumor-supporting blood vessels. These various events underscore the importance of halting liver injury and
scarring as early and effectively as possible to prevent cancer development.
Artificial Intelligence (AI)
We
have created a proprietary AI tool called, “AI-POWR™ to optimize the outcomes of our current clinical programs and to
potentially identify novel indications for Rencofilstat and possibly identify new targets and new drug molecules to broaden our pipeline.
AI-POWR™
is our acronym for Artificial Intelligence - Precision Medicine; Omics that include genomics, proteomics, metabolomics,
transcriptomics, and lipidomics; World database access; and Response and clinical outcomes. AI-POWR™ allows for the selection
of novel drug targets, biomarkers, and appropriate patient populations. AI-POWR™ is used to identify responders from big data sources
using our multi-omics approach, while modelling inputs and scenarios to increase response rates. The components of AI-POWR™ include
access to publicly available databases processed via machine learning algorithms. We believe AI outputs will allow for improved response
outcomes through enhanced patient selection, biomarker selection and drug target selection. We believe AI outputs will help identify
responders a priori and reduce the need for large sample sizes through study design enrichment.
We
intend to use AI-POWR™ to help identify which NASH patients will best respond to Rencofilstat. It is anticipated that applying
this proprietary platform to our drug development program will ultimately save time, resources, and money. In so doing, we believe that
AI-POWR™ is a risk-mitigation strategy that should reap benefits all the way through from clinical trials to commercialization.
The AI-POWR™ platform is continually updated with in-house and published data to further refine the accuracy of the neural
network.
We
believe that NASH is a heterogenous disease, and we need to have a better understanding of interactions among proteins, genes, lipids,
metabolites, and other disease variables to help predict disease progression, regression, and responses to Rencofilstat. All of this
is further complicated by variable drug concentrations, patient traits and temporal factors. AI-POWR™ is designed to address many
of the typical challenges in drug development, as we believe we can use our proprietary platform to shorten development timelines and
increase the delta between placebo and treatment groups. AI-POWR™ will be used to drive our Phase 2b Ascend-NASH program and identify
additional potential indications for Rencofilstat to expand our footprint in the cyclophilin inhibition therapeutic space.
Corporate History
and Information
We were incorporated
in Delaware on May 15, 2013 for the purpose of holding certain FV-100 assets of Synergy Pharmaceuticals Inc. (“Synergy”).
We were a majority-owned subsidiary of Synergy until February 18, 2014, the date Synergy completed the spinout of our shares of
common stock. Our principal executive offices are located at 399 Thornall Street, First Floor, Edison, New Jersey 08837. Our telephone
number is (732) 902-4000 and our website address is www.hepionpharma.com. The information on our website is not a part of, and should
not be construed as being incorporated by reference into, this registration statement or the accompanying prospectus.
THE OFFERING
Shares of common stock offered
by us |
|
400,000 shares
of common stock |
|
|
|
Pre-Funded Warrants offered by us: |
|
Pre-Funded Warrants to purchase up to 580,393
shares of common stock and the shares of common stock issuable upon exercise of the Pre-Funded Warrants, in lieu of shares of common stock,
to those investors whose purchase of shares of our common stock in this offering would result in the investor, together with its affiliates
and certain related parties, beneficially owning more than 4.99% (or, at the election of the investor, 9.99%) of our outstanding common
stock following the consummation of this offering. The Pre-Funded Warrants are being offered at an offering price of $5.09 per share.
The Pre-Funded Warrants will have an exercise price of $0.0001 per share of common stock and will be immediately exercisable and may be
exercised at any time until exercised in full. There is no established public trading market for the Pre-Funded Warrants and
we do not expect a market to develop. In addition, we do not intend to list the Pre-Funded Warrants on the Nasdaq Capital Market, any
other national securities exchange or any other nationally recognized trading system. |
|
|
|
Common stock to be outstanding after this offering
(1) |
|
4,238,289 shares (assuming that we sell the maximum number of shares
of common stock offered in this offering and excluding shares issuable upon the exercise of the Pre-Funded Warrants, the Series A Warrants
and Series B Warrants to be issued in the concurrent private placement). |
|
|
|
Offering price per share |
|
$5.10 per share |
|
|
|
Offering price per Pre-Funded Warrant |
|
$5.09 per Pre-Funded Warrant |
|
|
|
Concurrent private placement of Series A Warrants
and Series B Warrants |
|
In a concurrent private placement, we are selling to investors in this
offering, (i) Series A Warrants to purchase an additional 980,393 shares of our common stock, which represent 100% of the number of shares
of our common stock and shares of common stock issuable upon exercise of the Pre-Funded Warrants purchased in this offering, and (ii)
Series B Warrants to purchase an additional 980,393 shares of our common stock, which represent 100% of the number of shares of our common
stock and shares of common stock issuable upon exercise of the Pre-Funded Warrants purchased in this offering. Each Series A Warrant will
be exercisable for one share of our common stock at an exercise price of $4.85 per share, will be exercisable immediately upon issuance
and will have a term of five years from the date of issuance. Each Series B Warrant will be exercisable for one share of our common stock
at an exercise price of $4.85 per share, will be exercisable immediately upon issuance and will have a term of 18 months from the date
of issuance. The Series A Warrants, the Series B Warrants and the shares of our common stock issuable upon the exercise of the Series
A Warrants and Series B Warrants are being offered pursuant to the exemptions provided in Section 4(a)(2) under the Securities Act of
1933, as amended (the “Securities Act”) and Rule 506(b) promulgated thereunder, and they are not being offered pursuant to
this prospectus supplement and the accompanying prospectus. There is no established public trading market for the Series A Warrants or
the Series B Warrants and we do not expect a market to develop. In addition, we do not intend to list the Series A Warrants or the Series
B Warrants on the Nasdaq Capital Market, any other national securities exchange or any other nationally recognized trading system. |
Use of proceeds |
|
We currently
expect to use the net proceeds from this offering for working capital and general corporate purposes. See “Use of Proceeds.” |
|
|
|
Risk factors |
|
An
investment in our company involves a high degree of risk. Please refer to the sections titled “Risk Factors,” “Special
Note Regarding Forward-Looking Statements” and other information included or incorporated by reference in this prospectus supplement
and the accompanying prospectus for a discussion of factors you should carefully consider before investing our securities. |
|
|
|
Nasdaq Capital Market symbol |
|
“HEPA” |
| (1) | Based on 3,838,289
shares of common stock outstanding as of September 28, 2023 and excludes: |
| · | 444,546
shares of our common stock issuable upon exercise of outstanding options at a weighted average
price of $47.12 per share; |
| · | 215,559
shares of our common stock issuable upon exercise of outstanding warrants with a weighted-average
exercise price of $132.53 per share; |
| · | 159
shares of our common stock issuable upon conversion of outstanding shares of Series A
Convertible Preferred Stock; |
| · | 829
shares of our common stock issuable upon conversion of outstanding shares of Series C
Convertible Preferred Stock; and |
| · | 500,000
shares of our common stock that are reserved for equity awards that may be granted under
our equity incentive plans. |
RISK
FACTORS
An investment in our common stock involves
a high degree of risk. Before deciding whether to invest in our common stock, you should consider carefully the risks described below
and discussed under the section captioned “Risk Factors” in our most recent Annual Report on Form 10-K and any subsequent
Quarterly Reports on Form 10-Q and the other reports that we file with the SEC, which are each incorporated by reference in this
prospectus supplement and the accompanying prospectus in their entirety, as well as any amendment or update to our risk factors reflected
in subsequent filings with the SEC, together with other information in this prospectus supplement, the accompanying prospectus, and the
information and documents incorporated by reference that we have authorized for use in connection with this offering. If any of these
risks actually occur, our business, financial condition, results of operations or cash flows could be seriously harmed. This could cause
the trading price of our common stock to decline, resulting in a loss of all or part of your investment.
Risks Related to this Offering
Our management will have broad discretion
over the use of the net proceeds from this offering, you may not agree with how we use the proceeds, and the proceeds may not be invested
successfully.
Our management will have broad discretion as
to the use of the net proceeds from any offering by us and could use them for purposes other than those contemplated at the time of this
offering. Accordingly, you will be relying on the judgment of our management with regard to the use of these net proceeds, and you will
not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. It is possible
that the proceeds will be invested in a way that does not yield a favorable, or any, return for us.
You may experience future dilution as a
result of future equity offerings.
In order to raise additional capital, we may
in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at
prices that may not be the same as the price per share in this offering. We may sell shares or other securities in any other offering
at a price per share that is less than the price per share paid by any investors in this offering, and investors purchasing shares or
other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares
of our common stock, or securities convertible or exchangeable into common stock, in future transactions may be higher or lower than
the price per share paid by any investors in this offering.
Sales of a substantial number of our shares
of common stock in the public markets, or the perception that such sales could occur, could cause our stock price to fall.
We may issue and sell additional shares of commons
stock in the public markets, including during this offering. As a result, a substantial number of our shares of common stock may be sold
in the public market. Sales of a substantial number of our shares of common stock in the public markets, including during this offering,
or the perception that such sales could occur, could depress the market price of our common stock and impair our ability to raise capital
through the sale of additional equity securities.
Because we do not currently intend to declare
cash dividends on our shares of common stock in the foreseeable future, stockholders must rely on appreciation of the value of our common
stock for any return on their investment.
We have never paid cash dividends on our common
stock and do not plan to pay any cash dividends in the near future. We currently intend to retain all of our future earnings, if any,
to finance the operation, development and growth of our business. Furthermore, any future debt agreements may also preclude us from paying
or place restrictions on our ability to pay dividends. As a result, capital appreciation, if any, of our common stock will be your sole
source of gain with respect to your investment for the foreseeable future.
The exercise of our outstanding options
and warrants will dilute stockholders and could decrease our stock price.
The exercise of our outstanding options and warrants
may adversely affect our stock price due to sales of a large number of shares or the perception that such sales could occur. These factors
also could make it more difficult to raise funds through future offerings of our securities, and could adversely impact the terms under
which we could obtain additional equity capital. Exercise of outstanding options and warrants or any future issuance of additional shares
of common stock or other securities, including, but not limited to preferred stock, options, warrants, restricted stock units or other
derivative securities convertible into our common stock, may result in significant dilution to our stockholders and may decrease our
stock price.
Holders of Pre-Funded Warrants will have
no rights as common stockholders until such holders exercise their Pre-Funded Warrants and acquire our common stock.
Until holders of Pre-Funded Warrants acquire
shares of our common stock upon exercise of the Pre-Funded Warrants, holders of Pre-Funded Warrants will have no rights with respect
to the shares of our common stock issuable upon exercise of such Pre-Funded Warrants. Upon exercise of the Pre-Funded Warrants, the holders
will be entitled to exercise the rights of a common stockholder only as to matters for which the record date occurs after the exercise
date.
There is no public market for the Pre-Funded
Warrants to purchase shares of our common stock being offered in this offering.
There is no established public trading market
for the Pre-Funded Warrants being offered in this offering, and we do not expect a market to develop. In addition, we do not intend to
apply to list the Pre-Funded Warrants on any securities exchange or nationally recognized trading system, including the Nasdaq Capital
Market. Without an active market, the liquidity of the Pre-Funded Warrants will be limited
The Pre-Funded Warrants are speculative in nature.
The Pre-Funded Warrants offered hereby do not
confer any rights of common stock ownership on their holders, such as voting rights or the right to receive dividends, but rather merely
represent the right to acquire shares of common stock at a fixed price. Specifically, commencing on the date of issuance, holders of the
Pre-Funded Warrants may acquire the common stock issuable upon exercise of such warrants at an exercise price of $0.0001 per share. Moreover,
following this offering, the market value of the Pre-Funded Warrants is uncertain, and there can be no assurance that the market value
of the Pre-Funded Warrants will equal or exceed their offering price.
This offering is being conducted on a “best efforts”
basis.
The Placement Agent is offering the shares on
a “best efforts” basis, and the Placement Agent is under no obligation to purchase any shares for its own account. The Placement
Agent is not required to sell any specific number or dollar amount of shares of common stock in this offering but will use its best efforts
to sell the securities offered in this prospectus supplement. As a “best efforts” offering, there can be no assurance that
the offering contemplated hereby will ultimately be consummated.
USE
OF PROCEEDS
We expect to receive net
proceeds from this offering of approximately $4.4 million after deducting the placement agent fees and estimated offering expenses payable
by us, excluding the proceeds we may receive from the exercise of the Pre-Funded Warrants, the Series A Warrants and the Series B
Warrants issued in the concurrent private placement.
We currently intend to use
the net proceeds from this offering for working capital and general corporate purposes.
DESCRIPTION OF SECURITIES
WE ARE OFFERING
The following description is a summary of
some of the terms of our securities, our organizational documents and Delaware law. The descriptions in this prospectus supplement and
the accompanying prospectus of our securities and our organizational documents do not purport to be complete and are subject to, and
qualified in their entirety by reference to, our organizational documents, copies of which have been or will be filed or incorporated
by reference as exhibits to the registration statement of which this prospectus supplement and the accompanying prospectus form a part.
This summary supplements the description of our capital stock in the accompanying prospectus and, to the extent it is inconsistent, replaces
the description in the accompanying prospectus.
We
are offering 400,000 shares of our common stock and 580,393 Pre-Funded Warrants to purchase
up to 580,393 shares of our common stock We are also registering the shares of our common stock issuable from time to time upon exercise
of the Pre-Funded Warrants offered hereby.
Common Stock
A description of the common stock we are offering
pursuant to this prospectus supplement is set forth hereunder and under the heading “Description of Capital Stock” starting
on page 12 of the accompanying prospectus. As of September 28, 2023, we had 3,838,289 shares of common stock outstanding.
Pre-Funded Warrants
General
The term “pre-funded”
refers to the fact that the purchase price of the Pre-Funded Warrants in this offering includes almost the entire exercise price
that will be paid under the Pre-Funded Warrants, except for a nominal remaining exercise price of $0.0001. The purpose of the Pre-Funded
Warrants is to enable investors that may have restrictions on their ability to beneficially own more than 9.99% (or, at the election of
such purchaser, 4.99%) of our outstanding common stock following the consummation of this offering the opportunity to invest capital into
the Company without triggering their ownership restrictions, by receiving Pre-Funded Warrants in lieu of shares of our common stock
which would result in such ownership of more than 9.99% or 4.99%, as applicable, and receiving the ability to exercise their option to
purchase the shares underlying the Pre-Funded Warrants at a nominal price at a later date.
The following is a brief
summary of certain terms and conditions of the Pre-Funded Warrants being offered by us. The following description is subject
in all respects to the provisions contained in the form of Pre-Funded Warrant, the form of which will be filed as an exhibit
to the registration statement of which this prospectus forms a part.
Exercise price
The Pre-Funded Warrants
will have an exercise price of $0.0001 per share. The exercise price is subject to appropriate adjustment in the event of certain stock
dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting our common stock and also
upon any distributions of assets, including cash, stock or other property to our stockholders.
Exercisability
The Pre-Funded Warrants
are exercisable at any time after their original issuance and until exercised in full. The Pre-Funded Warrants will be exercisable, at
the option of each holder, in whole or in part by delivering to us a duly executed exercise notice and by payment in full of the exercise
price in immediately available funds for the number of shares of common stock purchased upon such exercise. As an alternative to payment
in immediately available funds, the holder may elect to exercise the Pre-Funded Warrant through a cashless exercise, in which the holder
would receive upon such exercise the net number of shares of common stock determined according to the formula set forth in the Pre-Funded
Warrants. No fractional shares of common stock will be issued in connection with the exercise of a Pre-Funded Warrants.
Exercise limitations
The Pre-Funded Warrants
may not be exercised by the holder to the extent that the holder, together with its affiliates, would beneficially own, after such exercise
more than 9.99% of the shares of our common stock then outstanding (including for such purpose the shares of our common stock issuable
upon such exercise). However, any holder may increase or decrease such beneficial ownership limitation upon notice to us, provided that
such limitation cannot exceed 9.99%, and provided that any increase in the beneficial ownership limitation shall not be effective until
61 days after such notice is delivered. Purchasers of Pre-Funded Warrants in this offering may also elect prior to the issuance of the
Pre-Funded Warrants to have the initial exercise limitation set at 4.99% of our outstanding shares of common stock.
Transferability
Subject to applicable
laws, the Pre-Funded Warrants may be offered for sale, sold, transferred or assigned without our consent.
Exchange listing
There is no established
trading market for the Pre-Funded Warrants and we do not expect a market to develop. In addition, we do not intend to apply for the listing
of the Pre-Funded Warrants on any national securities exchange or other trading market. Without an active trading market, the liquidity
of the Pre-Funded Warrants will be limited.
Fundamental transactions
In the event of a fundamental
transaction, as described in the Pre-Funded Warrants and generally including any reorganization, recapitalization or reclassification
of our common stock, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation
or merger with or into another person, the acquisition of more than 50% of our outstanding common stock, or any person or group becoming
the beneficial owner of 50% of the voting power represented by our outstanding common stock, upon consummation of such a fundamental transaction,
the holders of the Pre-Funded Warrants will be entitled to receive upon exercise of the Pre-Funded Warrants the kind and amount of securities,
cash or other property that the holders would have received had they exercised the Pre-Funded Warrants immediately prior to such fundamental
transaction without regard to any limitations on exercise contained in the Pre-Funded Warrants. In addition, the holders of the Pre-Funded
Warrants have the right to require us or a successor entity to redeem the Pre-Funded Warrant for the cash paid in the fundamental transaction
in the amount of the Black Scholes value of the unexercised portion of the Common Warrant on the date of the consummation of the fundamental
transaction.
No rights as a
stockholder
Except as otherwise provided
in the Pre-Funded Warrant or by virtue of such holder’s ownership of shares of our common stock, the holder of a Pre-Funded Warrant
does not have the rights or privileges of a holder of our common stock, including any voting rights, until the holder exercises the Pre-Funded
Warrant. The Pre-Funded Warrants will provide that holders have the right to participate in distributions or dividends paid on our common
stock.
Anti-Takeover Effects
of Certain Provisions of Hepion Certificate of Incorporation, Bylaws and the DGCL
Certain provisions of
our certificate of incorporation and bylaws, which are summarized in the following paragraphs, may have the effect of discouraging potential
acquisition proposals or making a tender offer or delaying or preventing a change in control, including changes a stockholder might consider
favorable. Such provisions may also prevent or frustrate attempts by our stockholders to replace or remove our management. In particular,
our certificate of incorporation and bylaws and Delaware law, as applicable, among other things:
• provide the Board of Directors
with the ability to alter the bylaws without stockholder approval; and
• provide
that vacancies on the Board of Directors may be filled by a majority of directors in office, although less than a quorum.
These provisions are
expected to discourage certain types of coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire
control of Hepion to first negotiate with its board. These provisions may delay or prevent someone from acquiring or merging with Hepion,
which may cause the market price of Hepion common stock to decline.
Blank
Check Preferred. Our Board of Directors is authorized to create and issue from time to time, without
stockholder approval, up to an aggregate of 20,000,000 shares of preferred stock in one or more series and to establish the number of
shares of any series of preferred stock and to fix the designations, powers, preferences and rights of the shares of each series and any
qualifications, limitations or restrictions of the shares of each series.
The
authority to designate preferred stock may be used to issue series of preferred stock, or rights to acquire preferred stock, that could
dilute the interest of, or impair the voting power of, holders of the common stock or could also be used as a method of determining, delaying
or preventing a change of control.
Advance
Notice Bylaws. The Bylaws contain an advance notice procedure for stockholder proposals to be brought
before any meeting of stockholders, including proposed nominations of persons for election to our Board of Directors. Stockholders at
any meeting will only be able to consider proposals or nominations specified in the notice of meeting or brought before the meeting by
or at the direction of our Board of Directors or by a stockholder who was a stockholder of record on the record date for the meeting,
who is entitled to vote at the meeting and who has given Hepion's corporate secretary timely written notice, in proper form, of the stockholder's
intention to bring that business before the meeting. Although the Bylaws do not give our Board of Directors the power to approve or disapprove
stockholder nominations of candidates or proposals regarding other business to be conducted at a special or annual meeting, the Bylaws
may have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed or may discourage
or deter a potential acquirer from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempting to
obtain control of us.
Interested
Stockholder Transactions. We are subject to Section 203 of the DGCL which, subject to certain
exceptions, prohibits “business combinations” between a publicly-held Delaware corporation and an “interested stockholder,”
which is generally defined as a stockholder who becomes a beneficial owner of 15% or more of a Delaware corporation’s voting stock
for a three-year period following the date that such stockholder became an interested stockholder.
Limitations on Liability, Indemnification of Officers and Directors
and Insurance
The DGCL authorizes corporations
to limit or eliminate the personal liability of directors to corporations and their stockholders for monetary damages for breaches of
directors’ fiduciary duties as directors and our amended and restated certificate of incorporation will include such an exculpation
provision. Our certificate of incorporation and by-laws will include provisions that indemnify, to the fullest extent allowable under
the DGCL, the personal liability of directors or officers for monetary damages for actions taken as a director or officer of us, or for
serving at our request as a director or officer or another position at another corporation or enterprise, as the case may be. Our certificate
of incorporation and by-laws will also provide that we must indemnify and advance reasonable expenses to our directors and officers, subject
to our receipt of an undertaking from the indemnified party as may be required under the DGCL. Our Certificate of Incorporation expressly
authorizes us to carry directors’ and officers’ insurance to protect us, our directors, officers and certain employees for
some liabilities. The limitation of liability and indemnification provisions in our Certificate of Incorporation and by-laws may discourage
stockholders from bringing a lawsuit against directors for breach of their fiduciary duty. These provisions may also have the effect of
reducing the likelihood of derivative litigation against our directors and officers, even though such an action, if successful, might
otherwise benefit us and our stockholders. However, these provisions do not limit or eliminate our rights, or those of any stockholder,
to seek non-monetary relief such as injunction or rescission in the event of a breach of a director’s duty of care. The provisions
will not alter the liability of directors under the federal securities laws. In addition, your investment may be adversely affected to
the extent that, in a class action or direct suit, we pay the costs of settlement and damage awards against directors and officers pursuant
to these indemnification provisions. There is currently no pending material litigation or proceeding against any of our directors, officers
or employees for which indemnification is sought.
Authorized but Unissued Shares
Our authorized but unissued
shares of common stock and preferred stock will be available for future issuance without your approval. We may use additional shares for
a variety of purposes, including future public offerings to raise additional capital, to fund acquisitions and as employee compensation.
The existence of authorized but unissued shares of common stock and preferred stock could render more difficult or discourage an attempt
to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.
Transfer Agent and Registrar
The transfer agent and registrar
for our common stock is Pacific Stock Transfer Company.
PRIVATE PLACEMENT TRANSACTION
In
a concurrent private placement, we are also selling to such investors (i) unregistered Series A Warrants to purchase up to 980,393 shares
of our common stock (the “Series A Warrants”), which represent 100% of the number of shares of our common stock and shares
of common stock issuable upon exercise of the Pre-Funded Warrants being purchased in this offering, and (ii) unregistered Series
B Warrants to purchase up to 980,393 shares of our common stock (the “Series B Warrants” and together with the Series A Warrants,
the “Private Placement Warrants”), which represent 100% of the number of shares of our common stock and shares of common stock
issuable upon exercise of Pre-Funded Warrants being purchased in this offering. Each Series A Warrant will be exercisable for one share
of our common stock at an exercise price of $4.85 per share, will be exercisable immediately upon issuance and will have a term of five
years from the date of issuance. Each Series B Warrant will be exercisable for one share of our common stock at an exercise price of $4.85
per share, will be exercisable immediately upon issuance and will have a term of 18 months from the date of issuance.
The Private Placement Warrants and the shares
of our common stock issuable upon the exercise of the Private Placement Warrants are being offered pursuant to the exemptions provided
in Section 4(a)(2) under the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506(b) promulgated
thereunder, and they are not being offered pursuant to this prospectus supplement and the accompanying prospectus.
Duration
and Exercise Price
Each Series A Warrant
will be exercisable for one share of our common stock at an exercise price of $4.85 per share, will be exercisable immediately upon issuance
and will have a term of five years from the date of issuance. Each Series B Warrant will be exercisable for one share of our common
stock at an exercise price of $4.85 per share, will be exercisable immediately upon issuance and will have a term of 18 months from the
date of issuance.
Exercisability
The Private Placement
Warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice
accompanied by payment in full for the number of shares of our common stock purchased upon such exercise (except in the case of a cashless
exercise as discussed below). A holder (together with its affiliates) may not exercise any portion of such holder’s warrants to
the extent that the holder would own more than 4.99% (or 9.99%, at the holder’s election) of our outstanding common stock immediately
after exercise, except that upon notice from the holder to us, the holder may decrease or increase the limitation of ownership of outstanding
stock after exercising the holder’s warrants up to 9.99% of the number of shares of our common stock outstanding immediately after
giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the warrants, provided that
any increase in such limitation shall not be effective until 61 days following notice to us.
Cashless Exercise
If, at the time a holder
exercises its Private Placement Warrants, a registration statement registering the issuance of the shares of common stock underlying
the warrants under the Securities Act, is not then effective or available for the issuance of such shares, then in lieu of making the
cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, the holder may elect
instead to receive upon such exercise (either in whole or in part) the net number of shares of common stock determined according to a
formula set forth in the warrant.
Transferability
A Private Placement
Warrant may be transferred at the option of the holder upon surrender of the warrant to us together with the appropriate instruments
of transfer.
Fractional Shares
No fractional shares
of common stock will be issued upon the exercise of the Private Placement Warrants. Rather, the number of shares of common stock to be
issued will, at our election, either be rounded up to the nearest whole number or we will pay a cash adjustment in respect of such final
fraction in an amount equal to such fraction multiplied by the exercise price.
Trading Market
There is no established public trading market
for the Private Placement Warrants and we do not expect a market to develop. In addition, we do not intend to list the Private Placement
Warrants on the Nasdaq Capital Market, any other national securities exchange or any other nationally recognized trading system. Without
an active trading market, the liquidity of the warrants will be limited.
Rights as a Shareholder
Except as otherwise
provided in the Private Placement Warrants or by virtue of the holders’ ownership of shares of our common stock, the holders of
Private Placement Warrants do not have the rights or privileges of holders of our common stock, including any voting rights, until such
warrant holders exercise their Private Placement Warrants.
Fundamental Transaction
In the event of a fundamental
transaction, as described in the Private Placement Warrants and generally including any reorganization, recapitalization or reclassification
of our common stock, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation
or merger with or into another person, the acquisition of more than 50% of our outstanding common stock, or any person or group becoming
the beneficial owner of 50% of the voting power represented by our outstanding common stock, the holders of the Private Placement Warrants
will be entitled to receive upon exercise of the Private Placement Warrants the kind and amount of securities, cash or other property
that the holders would have received had they exercised the Private Placement Warrants immediately prior to such fundamental transaction.
Notwithstanding the foregoing, in the event of
a fundamental transaction, we or a successor entity shall, at the holder’s option, exercisable at any time concurrently or within
thirty (30) days following the consummation of a fundamental transaction, purchase the Private Placement Warrant by paying to the
holder an amount equal to the Black Scholes Value (as defined in each Private Placement Warrant) of the remaining unexercised portion
of the Private Placement Warrant on the date of the fundamental transaction. If the fundamental transaction is not within our control,
the holders of the Private Placement Warrants will only be entitled to receive from us or a successor entity the same type or form of
consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of the Private Placement Warrant, that
is being offered and paid to the holders of our Common Stock in connection with the fundamental transaction, whether that consideration
is in the form of cash, stock or any combination thereof, or whether the holders of our Common Stock are given the choice to receive
alternative forms of consideration in connection with the fundamental transaction.
Waivers and Amendments
No term of the Private
Placement Warrants may be amended or waived without the written consent of the holder of such Private Placement Warrants.
PLAN OF DISTRIBUTION
A.G.P. has agreed to act
as our exclusive placement agent in connection with this offering subject to the terms and conditions of the placement agent agreement
dated September 28, 2023. The Placement Agent is not purchasing or selling any of the securities offered by this prospectus supplement,
nor is it required to arrange the purchase or sale of any specific number or dollar amount of securities, but has agreed to use its best
efforts to arrange for the sale of all of the securities offered hereby. Therefore, we will enter into a securities purchase agreement
directly with a certain investor in connection with this offering and we may not sell the entire amount of securities offered pursuant
to this prospectus supplement.
We will deliver the securities
being issued to the investor upon receipt of such investor’s funds for the purchase of the securities offered pursuant to this
prospectus supplement. We expect to deliver the securities being offered pursuant to this prospectus supplement on or about October 3,
2023.
We have agreed to indemnify
the Placement Agent against specified liabilities, including liabilities under the Securities Act, and to contribute to payments the
Placement Agent may be required to make in respect thereof.
Fees and Expenses
We have engaged A.G.P. as
our exclusive placement agent in connection with this offering. This offering is being conducted on a “best efforts” basis
and the Placement Agent has no obligation to buy any of the securities from us or to arrange for the purchase or sale of any specific
number or dollar amount of securities. We have agreed to pay the Placement Agent a fee based on the aggregate proceeds as set forth in
the table below:
| |
Per Share
and Accompanying Warrants | | |
Per Pre-Funded
Warrant and Accompanying Warrants | | |
Total | |
Public offering price | |
$ | 5.10 | | |
$ | 5.09 | | |
$ | 5,000,004 | |
Placement
Agent’s fee (1) | |
$ | 0.408 | | |
$ | 0.4079 | | |
$ | 400,000 | |
Proceeds
to us (before expenses)(2) | |
$ | 4.692 | | |
$ | 4.6821 | | |
$ | 4,600,004 | |
(1) |
We have
agreed to pay the Placement Agent a cash placement commission equal to 8.0% of the aggregate proceeds from this offering. We have
also agreed to reimburse the Placement Agent for certain expenses incurred in connection with this offering. |
|
|
(2) |
The amount
of the offering proceeds to us presented in this table does not give effect to the sale or exercise, if any, of the Pre-Funded Warrants,
the Series A Warrants or the Series B Warrants being issued in the concurrent private placement. |
We have also agreed to reimburse
the Placement Agent at closing for legal and other non-accountable expenses incurred by them in connection with the offering in an aggregate
amount up to $105,000. We estimate the total expenses payable by us for this offering, excluding the placement agent fees and expenses,
will be approximately $210,000.
The Placement Agent may be
deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act, and any commissions received by it and
any profit realized on the resale of the shares sold by it while acting as principal might be deemed to be underwriting discounts or
commissions under the Securities Act. As an underwriter, the Placement Agent would be required to comply with the requirements of the
Securities Act and the Exchange Act, including, without limitation, Rule 415(a)(4) under the Securities Act and Rule 10b-5
and Regulation M under the Exchange Act. These rules and regulations may limit the timing of purchases and sales of shares by the
Placement Agent acting as principal. Under these rules and regulations, the Placement Agent:
|
· |
may not
engage in any stabilization activity in connection with our securities; and |
|
|
|
|
· |
may not
bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities, other than as permitted
under the Exchange Act, until it has completed its participation in the distribution. |
Listing
Our Common Stock is listed
on the Nasdaq Capital Market under the trading symbol “HEPA.”
Lock-Up Agreements
Our directors and executive
officers have entered into lock-up agreements. Under these agreements, these individuals have agreed, subject to specified exceptions,
not to sell or transfer any shares of Common Stock or securities convertible into, or exchangeable or exercisable for, our shares of
Common Stock during a period ending 90 days after the date of this prospectus supplement, without first obtaining the written consent
of the investor. Specifically, these individuals have agreed, in part, not to:
|
· |
sell,
offer, contract or grant any option to sell (including any short sale), pledge, transfer, establish an open “put equivalent
position” within the meaning of Rule 16a-l(h) under the Securities Exchange Act of 1934, as amended; |
|
|
|
|
· |
enter
into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership
of our securities, whether any such transaction is to be settled by delivery of our shares of Common Stock, in cash or otherwise; |
|
|
|
|
· |
make any
demand for or exercise any right with respect to the registration of any of our securities; |
|
|
|
|
· |
publicly
disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge; |
|
|
|
|
· |
or other
arrangement relating to any of our securities. |
Notwithstanding these limitations,
these shares of Common Stock may be transferred under limited circumstances, including, without limitation, by gift, will or intestate
succession.
In addition, we have agreed
that, subject to certain exceptions, (i) we will not conduct any issuances of our Common Stock for a period of 90 days following
closing of this offering and that (ii) we will not enter into a variable rate transaction for a period of 6 months following the
closing of this offering, subject to certain exceptions described in the securities purchase agreement.
Discretionary Accounts
The Placement Agent does
not intend to confirm sales of the securities offered hereby to any accounts over which it has discretionary authority.
Other Activities and Relationships
The Placement Agent and certain
of its affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial
and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and
brokerage activities. The Placement Agent and certain of its affiliates have, from time to time, performed, and may in the future perform,
various commercial and investment banking and financial advisory services for us and our affiliates, for which they received or will
receive customary fees and expenses.
In the ordinary course of
their various business activities, the Placement Agent and certain of its affiliates may make or hold a broad array of investments and
actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their
own account and for the accounts of their customers, and such investment and securities activities may involve securities and/or instruments
issued by us and our affiliates. If the Placement Agent or its affiliates have a lending relationship with us, they routinely hedge their
credit exposure to us consistent with their customary risk management policies. The Placement Agent and its affiliates may hedge such
exposure by entering into transactions that consist of either the purchase of credit default swaps or the creation of short positions
in our securities or the securities of our affiliates, including potentially the Common Stock offered hereby. Any such short positions
could adversely affect future trading prices of the Common Stock offered hereby. The Placement Agent and certain of its affiliates may
also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research
views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short
positions in such securities and instruments.
On November 4, 2022,
we sold an aggregate of (i) 1,900,000 shares of the our Series F Convertible Redeemable
Preferred Stock and (ii) 100,000 shares of the our Series G Convertible Redeemable Preferred Stock, in a private placement
to certain institutional investors. A.G.P./Alliance Global Partners acted as a placement agent for the offering. In connection with
the offering, we paid the placement agent approximately $1.1 million for commissions and expense reimbursement.
LEGAL MATTERS
The validity of the securities
offered hereby will be passed upon for us by Sheppard, Mullin, Richter & Hampton LLP, New York, New York. Sullivan &
Worcester LLP, New York, New York, is acting as counsel for the placement agent in connection with this offering.
EXPERTS
The consolidated financial
statements as of December 31, 2022 and 2021 and for the years ended December 31, 2022 and 2021, incorporated by reference in
this prospectus supplement and in the registration statement have been so incorporated in reliance on the report of BDO USA, PA, an independent
registered public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting.
The report on the consolidated financial statements contains an explanatory paragraph regarding the Company’s ability to continue
as a going concern.
WHERE
YOU CAN FIND MORE INFORMATION
This prospectus supplement
constitutes a part of the registration statement on Form S-3 that we have filed with the SEC under the Securities
Act. As permitted by the SEC’s rules, this prospectus supplement and any accompanying prospectus, which forms a part of the registration
statement, do not contain all of the information that is included in the registration statement. You will find additional information
about us in the registration statement. Any statement made in this prospectus supplement or any accompanying prospectus concerning legal
documents are not necessarily complete and you should read the documents that are filed as exhibits to the registration statement or
otherwise filed with the SEC for a more complete understanding of the document or matter.
We are subject to the reporting
requirements of the Exchange Act, and file annual, quarterly and current reports, proxy statements and other information with the SEC.
You can read our SEC filings, including the registration statement, over the Internet at the SEC’s website at http://www.sec.gov.
We also maintain a website at www.hepionpharma.com, at which you may access these materials free of charge as soon as reasonably
practicable after they are electronically filed with, or furnished to, the SEC. The information contained in, or that can be accessed
through, our website is not part of this prospectus.
INCORPORATION
OF DOCUMENTS BY REFERENCE
This prospectus supplement
is part of the registration statement, but the registration statement includes and incorporates by reference additional information and
exhibits. The SEC permits us to “incorporate by reference” the information contained in documents we file with the SEC, which
means that we can disclose important information to you by referring you to those documents rather than by including them in this prospectus
supplement. Information that is incorporated by reference is considered to be part of this prospectus supplement and you should read
it with the same care that you read this prospectus supplement and the accompanying prospectus. Information that we file later with the
SEC will automatically update and supersede the information that is either contained, or incorporated by reference, in this prospectus
supplement, and will be considered to be a part of this prospectus supplement from the date those documents are filed.
We incorporate by reference
the documents listed below, all filings filed by us pursuant to the Exchange Act after the date of the registration statement of which
this prospectus supplement and the accompanying prospectus forms a part, and any future filings we make with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act prior to the time that all securities covered by this prospectus supplement have been sold;
provided, however, that we are not incorporating any information furnished under either Item 2.02 or Item 7.01 of any current report
on Form 8-K:
1. The
Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on April 10, 2023;
2. The
Company Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, filed with the SEC on May 12, 2023;
3. The
Company Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, filed with the SEC on August 14, 2023;
3. The
Company’s Definitive Proxy Statement filed with the SEC on April 28, 2023;
4. The
Company’s Current Reports on Form 8-K filed with the SEC on May 10,
2023; May 22, 2023
(only with respect to Item 8.01), June 22,
2023, July 21, 2023,
and September 6, 2023;
and
5. The
description of the Company’s common stock contained in the registration statement on Form 8-A
filed with the SEC on February 24, 2015 pursuant to Section 12 of the Exchange Act, including any amendment or report filed
for the purpose of updating that description.
Any statements made in a
document incorporated by reference in this prospectus supplement are deemed to be modified or superseded for purposes of this prospectus
supplement to the extent that a statement in this prospectus supplement or in any other subsequently filed document, which is also incorporated
by reference, modifies or supersedes the statement. Any statement made in this prospectus supplement is deemed to be modified or superseded
to the extent a statement in any subsequently filed document, which is incorporated by reference in this prospectus supplement, modifies
or supersedes such statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute
a part of this prospectus supplement.
The information relating
to us contained in this prospectus supplement should be read together with the information in the documents incorporated by reference.
In addition, certain information, including financial information, contained in this prospectus supplement, the accompanying prospectus
or incorporated by reference in this prospectus supplement and the accompanying prospectus should be read in conjunction with documents
we have filed with the SEC.
We will provide to each
person, including any beneficial holder, to whom a prospectus supplement is delivered, at no cost, upon written or oral request, a copy
of any or all of the information that has been incorporated by reference in the prospectus supplement but not delivered with the prospectus
supplement. Requests for documents should be by writing to or telephoning us at the following address: Hepion Pharmaceuticals, Inc.,
399 Thornall Street, First Floor, Edison, New Jersey, 08837, (732) 902-4000. Exhibits to these filings will not be sent unless those
exhibits have been specifically incorporated by reference in such filings.
$350,000,000
Common
Stock
Preferred
Stock
Debt
Securities
Warrants
Units
We
may offer and sell, from time to time in one or more offerings, any combination of common stock, preferred stock, debt securities, warrants
to purchase common stock, preferred stock or debt securities, or any combination of the foregoing, either individually or as units comprised
of one or more of the other securities, having an aggregate initial offering price not exceeding $350,000,000.
This
prospectus provides a general description of the securities we may offer. Each time we sell a particular class or series of securities,
we will provide specific terms of the securities offered in a supplement to this prospectus. The prospectus supplement and any
related free writing prospectus may also add, update or change information contained in this prospectus. We may also authorize one or
more free writing prospectuses to be provided to you in connection with these offerings. You should read carefully this prospectus, the
applicable prospectus supplement and any related free writing prospectus, as well as any documents incorporated by reference herein or
therein before you invest in any of our securities.
The
specific terms of any securities to be offered, and the specific manner in which they may be offered, will be described in one or more
supplements to this prospectus. This prospectus may not be used to consummate sales of any of these securities unless it is accompanied
by a prospectus supplement. Before investing, you should carefully read this prospectus and any related prospectus supplement.
Our common stock is presently
listed on the Nasdaq Capital Market under the symbol “HEPA.” On November 18, 2021, the last reported sale price of
our common stock was $1.31 per share. The applicable prospectus supplement will contain information, where applicable, as to any
other listing on the Nasdaq Capital Market or any securities market or other exchange of the securities, if any, covered by the prospectus
supplement.
These
securities may be sold directly by us, through dealers or agents designated from time to time, to or through underwriters, dealers or
through a combination of these methods on a continuous or delayed basis. See “Plan of Distribution” in this prospectus.
We may also describe the plan of distribution for any particular offering of our securities in a prospectus supplement. If any agents,
underwriters or dealers are involved in the sale of any securities in respect of which this prospectus is being delivered, we will disclose
their names and the nature of our arrangements with them in a prospectus supplement. The price to the public of such securities and the
net proceeds we expect to receive from any such sale will also be included in a prospectus supplement.
Investing
in our securities involves various risks. See “Risk Factors” contained herein for more information on these risks.
Additional risks will be described in the related prospectus supplements under the heading “Risk Factors”. You should review
that section of the related prospectus supplements for a discussion of matters that investors in our securities should consider.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or passed
upon the adequacy or accuracy of this prospectus or any accompanying prospectus supplement. Any representation to the contrary
is a criminal offense.
The
date of this prospectus is November 24, 2021.
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or SEC, using a “shelf”
registration process. Under this shelf registration statement, we may sell from time to time in one or more offerings of common stock
and preferred stock, various series of debt securities and/or warrants to purchase any of such securities, either individually or as
units comprised of a combination of one or more of the other securities in one or more offerings up to a total dollar amount of $350,000,000.
This prospectus provides you with a general description of the securities we may offer. Each time we sell any type or series of securities
under this prospectus, we will provide a prospectus supplement that will contain more specific information about the terms of that offering.
We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these
offerings. We may also add, update or change in a prospectus supplement or free writing prospectus any of the information contained in
this prospectus or in the documents we have incorporated by reference into this prospectus. This prospectus, together with the applicable
prospectus supplement, any related free writing prospectus and the documents incorporated by reference into this prospectus and the applicable
prospectus supplement, will include all material information relating to the applicable offering. You should carefully read both this
prospectus and the applicable prospectus supplement and any related free writing prospectus, together with the additional information
described under “Where You Can Find More Information,” before buying any of the securities being offered.
We
have not authorized anyone to provide any information other than that contained in this prospectus or in any prospectus supplement or
free writing prospectus prepared by or on behalf of us or to which we may have referred you. We take no responsibility for, and can provide
no assurance as to the reliability of, any other information that others may give you. We have not authorized anyone to provide you with
different or additional information. This prospectus, any applicable supplement to this prospectus or any related free writing prospectus
do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which
they relate, nor do this prospectus, any applicable supplement to this prospectus or any related free writing prospectus constitute an
offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such
offer or solicitation in such jurisdiction.
The
information appearing in this prospectus, any applicable prospectus supplement or any related free writing prospectus is accurate only
as of the date on the front of the document and any information we have incorporated by reference is accurate only as of the date of
the document incorporated by reference, regardless of the time of delivery of this prospectus, any applicable prospectus supplement or
any related free writing prospectus, or any sale of a security. Our business, financial condition, results of operations and prospects
may have changed since those dates.
This
prospectus contains and incorporates by reference market data and industry statistics and forecasts that are based on independent industry
publications and other publicly available information. Although we believe that these sources are reliable, we do not guarantee the accuracy
or completeness of this information and we have not independently verified this information. Although we are not aware of any misstatements
regarding the market and industry data presented in this prospectus and the documents incorporated herein by reference, these estimates
involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk
Factors” contained in the applicable prospectus supplement and any related free writing prospectus, and under similar headings
in the other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance
on this information.
This
prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the
actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some
of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration
statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the heading “Where
You Can Find More Information.”
Company
References
In
this prospectus, “Hepion,” “the Company,” “we,” “us,” and “our” refer to
Hepion Pharmaceuticals, Inc., a Delaware corporation, and its subsidiaries, unless the context otherwise requires.
OUR
BUSINESS
Business
Overview
Hepion Pharmaceuticals, Inc.
is a biopharmaceutical company headquartered in Edison, New Jersey, focused primarily on the development of drug therapy for treatment
of chronic liver diseases. The main therapeutic approach is to target fibrosis and related complications such as hepatocellular carcinoma
(“HCC”) associated with non-alcoholic steatohepatitis (“NASH”), viral hepatitis, and other liver diseases. Our
lead compound CRV431 is a cyclophilin inhibitor is being developed to offer benefits to address these multiple complex pathologies. CRV431
is a cyclophilin inhibitor that targets multiple pathologic pathways involved in the progression of liver disease. Preclinical studies
with CRV431 in NASH models demonstrated consistent reductions in liver fibrosis and additional reductions in inflammation and cancerous
tumors in some studies. CRV431 additionally showed in vitro antiviral activity towards hepatitis B, C, and D viruses which also
trigger liver disease. Preclinical studies also have shown potentially therapeutic activities of CRV431 in experimental models of acute
lung injury, platelet activation, SARS-CoV-2 coronavirus replication, and HCC.
We have completed a Phase
1 program demonstrating safety, tolerability, and establishing the pharmacokinetics (PK) profile for CRV431. Our program consisted of
three different clinical trials with CRV431, administered orally once daily, that included: 1) a Single Ascending Dose (SAD) study; 2)
a Multiple Ascending Dose (MAD) study; and 3) a Drug-Drug Interaction (DDI) study. The SAD, MAD, and DDI studies were comprised of 32,
25, and 18 healthy subjects, respectively. Additionally, in the SAD study, 8 of the 32 subjects received placebo (24 received CRV431).
CRV431 appeared to be well-tolerated
in the Phase 1 program, and there were no deaths or serious adverse effects (SAEs). The few adverse effects (AEs) observed were mild
to moderate and mostly unrelated to study drug. The PK profile of each subject was characterized and CRV431 blood exposures were similar
to those needed to elicit efficacy in the preclinical studies.
We recently completed a Phase
2a study (called the ‘AMBITION’ trial) in subjects with NASH and presumed fibrosis scores of F2 and F3, as characterized
by biomarkers indicative of advancing disease. The AMBITION study was designed to investigate safety, tolerability, and pharmacokinetics
in NASH subjects for CRV431 administered once daily orally versus placebo. A total of 12 subjects received 75 mg CRV431 and 17
subjects received 225 mg CRV431. This was a placebo controlled study, wherein a total of 14 subjects received placebo. Study drug was
administered on Day 1 of the trial and all subjects received either CRV431 or placebo for a total of 28 days. There was a two week safety
follow-up period after dosing was completed. The AMBITION trial met all primary endpoints (safety, tolerability, and PK). CRV431 was
well tolerated and there were no deaths or SAEs during the trial. Pharmacodynamic biomarkers of efficacy (e.g., ALT and Pro-C3) improved,.
Preliminary responder analyses were performed using discriminate analysis to evaluate the ability of multiple variables to correctly
classify subjects as either ‘responders’ or ‘non-responders’. We now are in the planning and preparation phase
for a larger phase 2B study in NASH subjects, to include histologic evaluation of NASH resolution through paired liver biopsies over
12 months.
NASH is a severe form of
non-alcoholic fatty liver disease (NAFLD) characterized by inflammation and fibrosis (scarring) in the liver that can progress to cirrhosis,
liver failure, and liver cancer. The prevalence of NAFLD, which affects approximately 25% of the global population, and NASH, which develops
in approximately 20% to 25% of NAFLD patients, is growing and is driven primarily by the worldwide obesity epidemic. Patients with NASH
frequently have other significant metabolic co-morbidities such as obesity, high blood sugar, elevated cholesterol and triglycerides,
and systemic hypertension (a constellation commonly referred to as metabolic syndrome), and these further contribute to the risk of cardiovascular
disease. The number of NASH cases in the US is projected to expand from 16.5 million in 2015 to 27 million in 2030, with similar prevalence
growth expected in Europe. Diet and exercise are currently the standard of care for NAFLD and NASH, but adherence is poor, and there
remains a high unmet need in the treatment of NASH.
NASH is the form of liver
disease that is triggered by what has come to be known as the “Western diet”, characterized especially by high-fat, high-sugar,
and processed foods. Among the effects of a prolonged Western diet is fat accumulation in liver cells (steatosis) which is described
as NAFLD and can predispose cells to injury. NAFLD may evolve into NASH when the fatty liver begins to progress through stages of
cell injury, inflammation, fibrosis, and carcinogenesis. People who develop NASH often have additional predisposing conditions such as
diabetes and hypertension, but the exact biochemical events that trigger and maintain the progression are not well known. Many people
in the early stages of disease do not have significant clinical symptoms and therefore do not know that they have it. NASH becomes evident
and a major concern when the liver becomes fibrotic and puts the individual at increased risk of developing cirrhosis and other complications.
Individuals with advanced liver fibrosis have significantly higher risk of developing liver cancer, although cancer may also arise in
some patients before significant hepatitis or fibrosis. NASH is increasing worldwide at an alarming rate due to the spread of the Western
diet, obesity, and other related conditions. Approximately 4-5% of the global population is estimated to have NASH, including the USA.
NASH is the most common reason for individuals requiring a liver transplant in the USA. Considering the serious outcomes linked to advancing
NASH, the economic and social burden of the disease is enormous. There are no simple blood tests to diagnose or track the progression
of NASH, and no drugs are approved to specifically treat the disease.
HCC is the major type of
liver cancer, accounting for 85-90% of all cases. NASH, hepatitis virus infection, and alcohol consumption all are major causes of HCC.
Globally, over 700,000 people die each year from liver cancer which is a leading cause of all cancer-related deaths. The high
mortality is due, in part, to the fact that only around half of all people who develop HCC (in developed countries) receive the diagnosis
early enough to have an opportunity for therapeutic intervention. Additionally, recurrence rates are high, and current treatment options
remain limited.
HCC is a type of cancer in
which the tissue microenvironment plays a major role in its development. In most cases, HCC is preceded by significant, long-term damage
to liver cells, inflammation, and fibrosis. One-third of people with cirrhosis, a very advanced stage of liver disease, will eventually
progress to HCC. The chronic injury to the liver leads to many genetic mutations that eventually lead to transformation of cells and
formation of tumors. The noxious tissue microenvironment also promotes cancer by altering the function of immune cells and endothelial
cells which form tumor-supporting blood vessels. These various events underscore the importance of preventing or slowing liver injury
and scarring as early and effectively as possible in order to decrease the progression of liver cancer.
Viral hepatitis may be linked
to one or more viruses including hepatitis A, B, C, D, or E. Hepatitis B virus (“HBV”) is one of many hepatitis viruses that
selectively infect human liver cells and can establish persistent infections under certain conditions. Chronic infections, especially
by HBV, HCV, and HDV, cause progressive liver inflammation, fibrosis, cirrhosis, and cancer. Collectively, these infections represent
one of the 3 major triggers of progressive liver disease (NAFLD/NASH and alcohol being the others).
An HBV vaccine is available
that, if administered prior to HBV infection, assists the body in neutralizing the virus and blocking infection. However,
vaccination is not efficacious for people who are already infected with HBV, and the vaccine has not been historically available to everyone.
As a result, an estimated 240 million people worldwide have chronic HBV infection. Anti-HBV medications are used widely by chronically
infected individuals but usually are only effective in decreasing viral replication and viremia (virus in the blood), and NOT in eradicating
HBV from the liver. This is because HBV, unlike HCV, has evolved clever ways of persisting in liver cells and evading the immune system.
Thus, despite vaccines and anti-viral medications, chronic HBV infection remains a huge global health problem. Chronic HBV infection
results in the deaths of approximately 350,000 people per year. A similar number of people die each year from cirrhosis and
other complications arising from HBV.
CRV431
We are developing CRV431
as our lead molecule. CRV431 is a compound that binds and inhibits the function of a specific class of isomerase enzymes called cyclophilins
that mainly regulate protein folding. Many closely related isoforms of cyclophilins exist in humans. Cyclophilins A, B, and D are the
best characterized cyclophilin isoforms. Inhibition of cyclophilins has been shown in the scientific literature to have therapeutic effects
in a variety of experimental models, including liver disease models. In preclinical in vitro and/or in vivo experiments
to date CRV431 decreased liver fibrosis, liver inflammation, liver tumors, and titers of HBV, HCV, HDV, and HIV-1. Importantly, reduction
in liver fibrosis by CRV431 was observed in vivo in several experimental models and studies of NASH and liver fibrosis. Findings
to date suggest that CRV431 might treat certain inciting agents of liver disease such as hepatitis viruses and also the ensuing disease
processes resulting from those agents such as fibrosis.
Cyclophilins are pleiotropic
enzymes that play a role in injury and steatosis through mechanisms including cell death occurring through mitochondrial pore permeability
(cyclophilin D). Inhibition of cyclophilin D, therefore, may play an important role in protection from cell death. Cyclophilin A binding
to CD147 is known to play a role in inflammation, cyclophilin B plays a role in fibrosis through collagen production, and cyclophilins
also play a role in cirrhosis and cancer (e.g., cell proliferation and metastasis). Cyclophilin inhibition with CRV431, therefore, may
play an important role in reducing liver disease.
To date, we have completed
a number of separate preclinical animal efficacy studies of CRV431 to assess antifibrotic activity. These studies were conducted by independent
laboratory collaborations at, for example, The Scripps Research Institute (San Diego, CA), SMC Corporation (Tokyo, Japan), and Physiogenex
S.A.S. (France), Each of these studies demonstrated consistent and significant reductions in fibrosis in mice and rats. CRV431 was also
tested by FibroFind Ltd (Newcastle, UK) in ex vivo Precision Cut Liver Slices and in Precision Cut Lung Slices obtained from human
donors. Again, CRV431 demonstrated an antifibrotic effect in the human tissue that was consistent with the animal study findings. These
studies provide support of advancing CRV431 into clinical trials for NASH, and potentially additional indications where fibrosis plays
a role.
Many viruses have been shown
to recruit cellular (“host”) cyclophilins into the life cycles of the viruses and therefore assist in viral replication and
evasion of host immunity. These viruses include HBV, HCV, HDV, HIV-1 and several coronaviruses. CRV431 was found in in vitro experiments
to decrease replication of HBV, HCV, HDV, HIV-1, and the SARS-CoV-2 coronavirus responsible for the COVID-19 pandemic. SARS-CoV-2 infection
may, in some instances, be associated with acute lung injury and platelet-mediated thrombotic disorders. In experimental models, CRV431
decreased acute lung inflammation and platelet activation, and therefore CRV431 may have therapeutic benefits in COVID-19 patients.
Data in various cell lines
of either transfected or infected HBV demonstrates nanomolar efficacy (EC50 values) and micromolar toxicity (CC50 values). The selective
index (“SI”), therefore, is wide and suggests that CRV431 presents a viable clinical drug candidate for the treatment of
viral infections, including HBV. Additional testing in a transgenic mouse model of HBV indicated that CRV431 reduced HBV DNA in the liver
and HBsAg in serum. CRV431 is orally active and appears to be well tolerated.
Artificial Intelligence (AI)
We have created a proprietary
AI tool called, “AI-POWRTM to optimize the outcomes of our current clinical programs and to potentially identify
novel indications for CRV431 and possibly identify new targets and new drug molecules to broaden our pipeline.
AI-POWR™ is our acronym
for Artificial Intelligence - Precision Medicine; Omics that
include genomics, proteomics, metabolomics, transcriptomics, and lipidomics; World database access; and Response
and clinical outcomes. AI-POWR™ allows for the selection of novel drug targets, biomarkers, and appropriate patient populations.
AI-POWR™ is used to identify responders from big data sources using our multi-omics approach, while modelling inputs and scenarios
to increase response rates. The components of AI-POWR™ include access to publicly available databases, and in-house genomic and
multi-omic big data, processed via machine learning algorithms. We believe AI outputs will allow for improved response outcomes through
enhanced patient selection, biomarker selection and drug target selection. We believe AI outputs will help identify responders a
priori and reduce the need for large sample sizes through study design enrichment.
We intend to use AI-POWR™
to help identify which NASH patients will best respond to CRV431. It is anticipated that applying this proprietary platform to our drug
development program will ultimately save time, resources and money. In so doing, we believe that AI-POWR™ is a risk-mitigation
strategy that should reap benefits all the way through from clinical trials to commercialization.
We believe that NASH is a
heterogenous disease and we need to have a better understanding of interactions among proteins, genes, lipids, metabolites, and other
disease variables to help predict disease progression, regression, and responses to CRV431. All of this is further complicated by variable
drug concentrations, patient traits and temporal factors. AI-POWR™ is designed to address many of the typical challenges in drug
development, as we believe we can use our proprietary platform to shorten development timelines and increase the delta between placebo
and treatment groups. AI-POWR™ was used to assist with our understanding and interpretation of our Phase 2a NASH program and may
help identify additional potential indications for CRV431 to expand our footprint in the cyclophilin inhibition therapeutic space.
The
Securities We May Offer
We
may offer shares of our common stock and preferred stock, various series of debt securities and warrants to purchase any of such securities,
either individually or in units, from time to time under this prospectus, together with any applicable prospectus supplement and related
free writing prospectus, at prices and on terms to be determined by market conditions at the time of offering. If we issue any debt securities
at a discount from their original stated principal amount, then, for purposes of calculating the total dollar amount of all securities
issued under this prospectus, we will treat the initial offering price of the debt securities as the total original principal amount
of the debt securities. Each time we offer securities under this prospectus, we will provide offerees with a prospectus supplement that
will describe the specific amounts, prices and other important terms of the securities being offered, including, to the extent applicable:
| · | designation
or classification; |
| · | aggregate
principal amount or aggregate offering price; |
| · | maturity,
if applicable; |
| · | original
issue discount, if any; |
| · | rates
and times of payment of interest or dividends, if any; |
| · | redemption,
conversion, exchange or sinking fund terms, if any; |
| · | conversion
or exchange prices or rates, if any, and, if applicable, any provisions for changes to or
adjustments in the conversion or exchange prices or rates and in the securities or other
property receivable upon conversion or exchange; |
| · | restrictive
covenants, if any; |
| · | voting
or other rights, if any; and |
| · | important
United States federal income tax considerations. |
A
prospectus supplement and any related free writing prospectus that we may authorize to be provided to you may also add, update or change
information contained in this prospectus or in documents we have incorporated by reference. However, no prospectus supplement or free
writing prospectus will offer a security that is not registered and described in this prospectus at the time of the effectiveness of
the registration statement of which this prospectus is a part.
We
may sell the securities to or through underwriters, dealers or agents or directly to purchasers. We, as well as any agents acting on
our behalf, reserve the sole right to accept and to reject in whole or in part any proposed purchase of securities. Each prospectus supplement
will set forth the names of any underwriters, dealers or agents involved in the sale of securities described in that prospectus supplement
and any applicable fee, commission or discount arrangements with them, details regarding any over-allotment option granted to them, and
net proceeds to us. The following is a summary of the securities we may offer with this prospectus.
Common
Stock
We currently have authorized
120,000,000 shares of common stock, par value $0.0001 per share. As of November 15, 2021, 76,225,254 shares of common stock were issued
and outstanding. We may offer shares of our common stock either alone or underlying other registered securities convertible into
or exercisable for our common stock. Holders of our common stock are entitled to such dividends as our board of directors (the “Board
of Directors” or “Board”) may declare from time to time out of legally available funds, subject to the preferential
rights of the holders of any shares of our preferred stock that are outstanding or that we may issue in the future. Currently, we do
not pay any dividends on our common stock. Each holder of our common stock is entitled to one vote per share. In this prospectus, we
provide a general description of, among other things, the rights and restrictions that apply to holders of our common stock.
Preferred
Stock
We
currently have authorized 20,000,000 shares of preferred stock, par value $0.0001. 1,250,000 of such shares are designated as Series A
convertible preferred stock and 11,000 of such shares are designated as Series C convertible preferred stock. As of November 15,
2021, there were 85,581 shares of Series A convertible preferred stock outstanding and 1,806 shares of Series C convertible
preferred stock outstanding. Any authorized and undesignated shares of preferred stock may be issued from time to time in one or more
additional series pursuant to a resolution or resolutions providing for such issue duly adopted by our Board of Directors (authority
to do so being hereby expressly vested in the Board of Directors). The Board of Directors is further authorized, subject to limitations
prescribed by law, to fix by resolution or resolutions the designations, powers, preferences and rights, and the qualifications, limitations
or restrictions thereof, of any wholly unissued series of preferred stock, including without limitation authority to fix by resolution
or resolutions the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking
fund provisions), redemption price or prices, and liquidation preferences of any such series, and the number of shares constituting any
such series and the designation thereof, or any of the foregoing.
The
rights, preferences, privileges and restrictions granted to or imposed upon any series of preferred stock that we offer and sell under
this prospectus and applicable prospectus supplements will be set forth in a certificate of designation relating to the series. We will
incorporate by reference into the registration statement of which this prospectus is a part the form of any certificate of designation
that describes the terms of the series of preferred stock we are offering before the issuance of shares of that series of preferred stock.
You should read any prospectus supplement and any free writing prospectus that we may authorize to be provided to you related to the
series of preferred stock being offered, as well as the complete certificate of designation that contains the terms of the applicable
series of preferred stock.
Debt
Securities
We
may offer general debt obligations, which may be secured or unsecured, senior or subordinated and convertible into shares of our common
stock. In this prospectus, we refer to the senior debt securities and the subordinated debt securities together as the “debt securities.”
We may issue debt securities under a note purchase agreement or under an indenture to be entered between us and a trustee; forms of the
senior and subordinated indentures are included as an exhibit to the registration statement of which this prospectus is a part. The indentures
do not limit the amount of securities that may be issued under it and provides that debt securities may be issued in one or more series.
The senior debt securities will have the same rank as all of our other indebtedness that is not subordinated. The subordinated debt securities
will be subordinated to our senior debt on terms set forth in the applicable prospectus supplement. In addition, the subordinated debt
securities will be effectively subordinated to creditors and preferred stockholders of our subsidiaries. Our Board of Directors will
determine the terms of each series of debt securities being offered. This prospectus contains only general terms and provisions of the
debt securities. The applicable prospectus supplement will describe the particular terms of the debt securities offered thereby. You
should read any prospectus supplement and any free writing prospectus that we may authorize to be provided to you related to the series
of debt securities being offered, as well as the complete note agreements and/or indentures that contain the terms of the debt securities.
Forms of indentures have been filed as exhibits to the registration statement of which this prospectus is a part, and supplemental indentures
and forms of debt securities containing the terms of debt securities being offered will be incorporated by reference into the registration
statement of which this prospectus is a part from reports we file with the SEC.
Warrants
We
may offer warrants for the purchase of shares of our common stock or preferred stock or of debt securities. We may issue the warrants
by themselves or together with common stock, preferred stock or debt securities, and the warrants may be attached to or separate from
any offered securities. Any warrants issued under this prospectus may be evidenced by warrant certificates. Warrants may be issued
under a separate warrant agreement to be entered into between us and the investors or a warrant agent. Our Board of Directors will determine
the terms of the warrants. This prospectus contains only general terms and provisions of the warrants. The applicable prospectus supplement
will describe the particular terms of the warrants being offered thereby. You should read any prospectus supplement and any free writing
prospectus that we may authorize to be provided to you related to the series of warrants being offered, as well as the complete warrant
agreements that contain the terms of the warrants. Specific warrant agreements will contain additional important terms and provisions
and will be incorporated by reference into the registration statement of which this prospectus is a part from reports we file with the
SEC.
Units
We
may offer units consisting of our common stock or preferred stock, debt securities and/or warrants to purchase any of these securities
in one or more series. We may evidence each series of units by unit certificates that we will issue under a separate agreement. We may
enter into unit agreements with a unit agent. Each unit agent will be a bank or trust company that we select. We will indicate the name
and address of the unit agent in the applicable prospectus supplement relating to a particular series of units. This prospectus contains
only a summary of certain general features of the units. The applicable prospectus supplement will describe the particular features of
the units being offered thereby. You should read any prospectus supplement and any free writing prospectus that we may authorize to be
provided to you related to the series of units being offered, as well as the complete unit agreements that contain the terms of the units.
Specific unit agreements will contain additional important terms and provisions and will be incorporated by reference into the registration
statement of which this prospectus is a part from reports we file with the SEC.
Corporate
Information
We
were incorporated in the State of Delaware on May 15, 2013 for the purpose of holding certain FV-100 assets of Synergy Pharmaceuticals Inc.,
or Synergy. We were a majority-owned subsidiary of Synergy Pharmaceuticals Inc. (Synergy) until February 18, 2014, the date
Synergy completed the spinout of our shares of common stock. On July 18, 2019, we filed a certificate of amendment to our certificate
of incorporation to change the Company’s name from “ContraVir Pharmaceuticals, Inc.” to “Hepion Pharmaceuticals,
Inc.” The name change became effective as of July 18, 2019.
Our
principal executive offices are located at 399 Thornall Street, First Floor, Edison, New Jersey 08837. Our telephone number is (732) 902-4000
and our website address is www.hepionpharma.com. The information on our website is not a part of, and should not be construed as being
incorporated by reference into, this registration statement or the accompanying prospectus.
RISK
FACTORS
An
investment in our securities involves a high degree of risk. This prospectus contains, and the prospectus supplement applicable to each
offering of our securities, will contain a discussion of the risks applicable to an investment in our securities. Prior to making a decision
about investing in our securities, you should carefully consider the specific factors discussed under the heading “Risk Factors”
in this prospectus and the applicable prospectus supplement, together with all of the other information contained or incorporated by
reference in the prospectus supplement or appearing or incorporated by reference in this prospectus. You should also consider the risks,
uncertainties and assumptions discussed under Item 1A, “Risk Factors,” in our Annual
Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 31, 2021, and any updates
described in our Quarterly Reports on Form 10-Q, all of which are incorporated herein by reference, and may be amended, supplemented
or superseded from time to time by other reports we file with the SEC in the future and any prospectus supplement related to a particular
offering. The risks and uncertainties we have described are not the only ones we face. Additional risks and uncertainties not presently
known to us or that we currently deem immaterial may also affect our operations. The occurrence of any of these known or unknown risks
might cause you to lose all or part of your investment in the offered securities.
FORWARD-LOOKING
STATEMENTS
This
prospectus and any accompanying prospectus supplement, including the documents that we incorporate by reference, contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Any statements in this prospectus and any accompanying
prospectus supplement about our expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical
facts and are forward-looking statements. These statements are often, but not always, made through the use of words or phrases such as
“believe,” “will,” “expect,” “anticipate,” “estimate,” “intend,”
“plan” and “would.” For example, statements concerning financial condition, possible or assumed future results
of operations, growth opportunities, industry ranking, plans and objectives of management, markets for our common stock and future management
and organizational structure are all forward-looking statements. Forward-looking statements are not guarantees of performance. They involve
known and unknown risks, uncertainties and assumptions that may cause actual results, levels of activity, performance or achievements
to differ materially from any results, levels of activity, performance or achievements expressed or implied by any forward-looking statement.
Any
forward-looking statements are qualified in their entirety by reference to the risk factors discussed throughout this prospectus and
any accompanying prospectus supplement. Some of the risks, uncertainties and assumptions that could cause actual results to differ materially
from estimates or projections contained in the forward-looking statements include, but are not limited to:
| · | Our
ability to compete with larger better financed pharmaceutical companies; |
| · | Our
uncertainty of developing marketable products; |
| · | Our
ability to develop and commercialize our products; |
| · | Risks
associated with delays, increased costs and funding shortages caused by the COVID-19 pandemic; |
| · | Our
ability to obtain regulatory approvals; |
| · | Our
ability to maintain and protect intellectual property rights; |
| · | The
inability to raise additional future financing and lack of financial and other resources; |
| · | Our
ability to control product development costs; |
| · | We
may not be able to attract and retain key employees; |
| · | We
may not be able to compete effectively; |
| · | We
may not be able enter into new strategic collaborations; |
| · | Changes
in government regulation affecting product candidates could increase our development costs; |
| · | Our
involvement in patent and other intellectual property litigation could be expensive and could
divert management’s attention; |
| · | The
possibility that there will be no market acceptance for our products; and |
| · | Changes
in third-party reimbursement policies could adversely affect potential future sales of any
of our products that are approved for marketing. |
The
foregoing list sets forth some, but not all, of the factors that could affect our ability to achieve results described in any forward-looking
statements. You should read this prospectus and any accompanying prospectus supplement and the documents that we reference herein and
therein and have filed as exhibits to the registration statement, of which this prospectus is part, completely and with the understanding
that our actual future results may be materially different from what we expect. You should assume that the information appearing
in this prospectus and any accompanying prospectus supplement is accurate as of the date on the front cover of this prospectus or such
prospectus supplement only. Because the risk factors referred to on page 6 of this prospectus and incorporated herein by reference,
could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us or on our
behalf, you should not place undue reliance on any forward-looking statements. Further, any forward-looking statement speaks only
as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances
after the date on which the statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time
to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor
on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those
contained in any forward-looking statements. We qualify all of the information presented in this prospectus and any accompanying
prospectus supplement, and particularly our forward-looking statements, by these cautionary statements.
USE
OF PROCEEDS
Except
as described in any prospectus supplement and any free writing prospectus in connection with a specific offering, we currently intend
to use the net proceeds from the sale of the securities offered under this prospectus for general corporate purposes, including the development
and commercialization of our products, research and development, general and administrative expenses, license or technology acquisitions,
and working capital and capital expenditures. We may also use the net proceeds to repay any debts and/or invest in or acquire complementary
businesses, products or technologies, although we have no current commitments or agreements with respect to any such investments or acquisitions
as of the date of this prospectus. We have not determined the amount of net proceeds to be used specifically for the foregoing purposes.
As a result, our management will have broad discretion in the allocation of the net proceeds and investors will be relying on the judgment
of our management regarding the application of the proceeds of any sale of the securities. Pending use of the net proceeds, we intend
to invest the proceeds in short-term, investment-grade, interest-bearing instruments.
Each
time we offer securities under this prospectus, we will describe the intended use of the net proceeds from that offering in the applicable
prospectus supplement. The actual amount of net proceeds we spend on a particular use will depend on many factors, including, our future
capital expenditures, the amount of cash required by our operations, and our future revenue growth, if any. Therefore, we will retain
broad discretion in the use of the net proceeds.
DESCRIPTION
OF CAPITAL STOCK
General
The
following description of our capital stock, together with any additional information we include in any applicable prospectus supplement
or any related free writing prospectus, summarizes the material terms and provisions of our common stock and the preferred stock that
we may offer under this prospectus. While the terms we have summarized below will apply generally to any future common stock or preferred
stock that we may offer, we will describe the particular terms of any class or series of these securities in more detail in the applicable
prospectus supplement. For the complete terms of our common stock and preferred stock, please refer to our Certificate of Incorporation,
as amended (the “Certificate of Incorporation”), and our bylaws, as amended (the “Bylaws”) that are incorporated
by reference into the registration statement of which this prospectus is a part or may be incorporated by reference in this prospectus
or any applicable prospectus supplement. The terms of these securities may also be affected by Delaware General Corporation Law (“DGCL”).
The summary below and that contained in any applicable prospectus supplement or any related free writing prospectus are qualified in
their entirety by reference to our Certificate of Incorporation and our amended and restated bylaws.
As of the date of this prospectus,
our authorized capital stock consisted of 120,000,000 shares of common stock, $0.0001 par value per share, and 20,000,000 shares
of preferred stock. Our Board may establish the rights and preferences of the preferred stock from time to time. As of November 15, 2021,
there were 76,225,254 shares of our common stock issued and outstanding, 85,581 shares of Series A convertible preferred stock outstanding
and 1,806 shares of Series C convertible preferred stock outstanding.
Common
Stock
Holders
of our common stock are entitled to one vote per share. Our Certificate of Incorporation, does not provide for cumulative voting. Holders
of our common stock are entitled to receive ratably such dividends, if any, as may be declared by our Board out of legally available
funds. However, the current policy of our Board is to retain earnings, if any, for the operation and expansion of our company. Upon liquidation,
dissolution or winding-up, the holders of our common stock are entitled to share ratably in all of our assets which are legally available
for distribution, after payment of or provision for all liabilities.
The
holders of our common stock have no preemptive, subscription, redemption or conversion rights.
Preferred
Stock
Our
Certificate of Incorporation provides that our Board may by resolution, without further vote or action by the stockholders, establish
one or more classes or series of preferred stock having the number of shares and relative voting rights, designation, dividend rates,
liquidation, and other rights, preferences, and limitations as may be fixed by them without further stockholder approval. Once designated
by our Board, each series of preferred stock will have specific financial and other terms that will be described in a prospectus supplement.
The description of the preferred stock that is set forth in any prospectus supplement is not complete without reference to the documents
that govern the preferred stock. These include our Certificate of Incorporation and any certificates of designation that the Board may
adopt. Prior to the issuance of shares of each series of preferred stock, the Board is required by the DGCL and the Certificate
of Incorporation to adopt resolutions and file a certificate of designation with the Secretary of State of the State of Delaware. The
certificate of designation fixes for each class or series the designations, powers, preferences, rights, qualifications, limitations
and restrictions, including, but not limited to, some or all of the following:
| · | the
distinctive designation of such series and the number of shares which shall constitute such
series, which number may be increased (except where otherwise provided by the Board in creating
such series) or decreased (but not below the number of shares thereof then outstanding) from
time to time by resolution of the Board; |
| · | the
rate and manner of payment of dividends payable on shares of such series, including the dividend
rate, date of declaration and payment, whether dividends shall be cumulative, and the conditions
upon which and the date from which such dividends shall be cumulative; |
| · | whether
shares of such series shall be redeemed, the time or times when, and the price or prices
at which, shares of such series shall be redeemable, the redemption price, the terms and
conditions of redemption, and the sinking fund provisions, if any, for the purchase or redemption
of such shares; |
| · | the
amount payable on shares of such series and the rights of holders of such shares in the event
of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of
the Company; |
| · | the
rights, if any, of the holders of shares of such series to convert such shares into, or exchange
such shares for, shares of common stock, other securities, or shares of any other class or
series of preferred stock and the terms and conditions of such conversion or exchange; |
| · | the
voting rights, if any, and whether full or limited, of the shares of such series, which may
include no voting rights, one vote per share, or such higher number of votes per share as
may be designated by the Board; and |
| · | the
preemptive or preferential rights, if any, of the holders of shares of such series to subscribe
for, purchase, receive, or otherwise acquire any part of any new or additional issue of stock
of any class, whether now or hereafter authorized, or of any bonds, debentures, notes, or
other securities of the Company, whether or not convertible into shares of stock with the
Company. |
The
issuance of preferred stock may delay, deter or prevent a change in control.
The
description of preferred stock above and the description of the terms of a particular series of preferred stock in any applicable prospectus
supplement are not complete. You should refer to any applicable certificate of designation for complete information.
The
DGCL, the state of our incorporation, provides that the holders of preferred stock will have the right to vote separately as a class
on any proposal involving fundamental changes in the rights of holders of that preferred stock. This right is in addition to any voting
rights that may be provided for in the applicable certificate of designation.
All
shares of preferred stock offered hereby will, when issued, be fully paid and nonassessable, including shares of preferred stock issued
upon the exercise of preferred stock warrants or subscription rights, if any.
Although
our Board has no intention at the present time of doing so, it could authorize the issuance of a series of preferred stock that could,
depending on the terms of such series, impede the completion of a merger, tender offer or other takeover attempt.
Series A
Preferred Stock
On
October 14, 2014, we filed a Certificate of Designation, Preference and Rights of Series A Convertible Preferred Stock (the
“Series A Preferred Stock”) with the Secretary of State of the State of Delaware. The number of shares of Series A
Preferred Stock designated is 1,250,000 and each share of Series A Preferred Stock has a stated value equal to $10.00 (the “Series A
Stated Value”).
Voting
Rights. Except as otherwise provided therein and as otherwise prohibited by law, the Series A Preferred Stock shall
have voting rights on an as converted basis. So long as any shares of Series A Preferred Stock are outstanding, the Company shall
not, without the affirmative vote of the Holders of the shares of the Series A Preferred Stock then outstanding, (a) alter
or change adversely the powers, preferences or rights given to the Series A Preferred Stock or alter or amend the Certificate of
Designation, (b) authorize or create any class of stock ranking as to dividends, redemption or distribution of assets upon a Series A
Liquidation (as defined herein) senior to or otherwise pari passu with the Series A Preferred Stock, or (c) enter into any
agreement with respect to the foregoing.
Liquidation. Upon
any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary (a “Series A Liquidation”),
the holders shall be entitled to receive out of the assets of the Company, whether such assets are capital or surplus, for each share
of Series A Preferred Stock an amount equal to 100% of the Series A Stated Value per share plus any other fees or liquidated
damages owing thereon before any distribution or payment shall be made to the holders of any junior securities, and if the assets of
the Company shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the holders shall be distributed
among the holders ratably in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon
were paid in full.
Conversions
at Option of Holder. Each share of Series A Preferred Stock shall be convertible into that number of shares of Common
Stock determined by dividing the Series A Stated Value of such share of Series A Preferred Stock by $268.80 (the “Series A
Conversion Price”), at the option of the holder, at any time and from time to time from and after October 14, 2014.
Subsequent
Equity Sales. If, at any time while this Series A Preferred Stock is outstanding, the Company sells or grants any
option to purchase or sells or grants any right to reprice its securities, or otherwise disposes of or issues (or announces any sale,
grant or any option to purchase or other disposition) any common stock or common stock equivalents entitling any person to acquire shares
of common stock (a “Series A Subsequent Financing”) at an effective price per share that is lower than the then Series A
Conversion Price (such lower price, the “Series A Base Conversion Price” and such issuances collectively, a “Series A
Dilutive Issuance”) (if the holder of the common stock or common stock equivalents so issued shall at any time, whether by operation
of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options
or rights per share which are issued in connection with such issuance, be entitled to receive shares of common stock at an effective
price per share that is lower than the Series A Conversion Price, such issuance shall be deemed to have occurred for less than the
Series A Conversion Price on such date of the Series A Dilutive Issuance), the Series A Conversion Price then in effect
shall be reduced to the Series A Base Conversion Price. The holder’s rights under this section shall terminate upon the Company
completing a Series A Subsequent Financing at an effective price per share equal to or greater than the Series A Conversion
Price then in effect which results in minimum gross proceeds to the Company of $20 million.
Registration
Rights. In the event we close a Series A Subsequent Financing of common or preferred stock, which does not include
any warrants or convertible securities, at an effective price per share that is lower than 160% (“Series A Premium Price”)
of the then Series A Conversion Price (the “Series A Registration Price”) and the purchasers of the securities
in the Series A Subsequent Financing are given registration rights for such securities or such securities are issued on a registered
basis, the holders shall receive at such time (i) equivalent registration rights for the Series A Preferred Stock and the shares
issuable upon conversion of the Series A Preferred Stock in the event purchasers of the securities in the Series A Subsequent
Financing receive registration rights or (ii) demand registration rights in the event purchasers of the securities in the Series A
Subsequent Financing receive registered shares. In the event, the Series A Subsequent Financing includes warrants or other convertible
securities, the Series A Premium Price shall increase by 1% for every 1% of warrant or other convertible security coverage in the
Subsequent Financing. The holder’s rights under this section shall terminate upon us completing a Series A Subsequent Financing
at an effective price per share equal to or greater than the Series A Registration Price which results in minimum gross proceeds
to us of $20 million.
Series C
Convertible Preferred Stock
On
July 2, 2018, we filed a Certificate of Designation, Preference and Rights of Series C Convertible Preferred Stock (the “Series C
Convertible Preferred Stock”) with the Secretary of State of the State of Delaware. The number of shares of Series C Convertible
Preferred Stock designated is 11,000.
Conversion. Each
share of Series C Convertible Preferred Stock is convertible at the option of the holder at any time, into the number of shares
of our common stock determined by dividing the $1,000 stated value per share of the Series C Convertible Preferred Stock by a conversion
price of $108.50 per share. In addition, the conversion price per share is subject to adjustment for stock dividends, distributions,
subdivisions, combinations or reclassifications. Subject to limited exceptions, a holder of the Series C Convertible Preferred Stock
does not have the right to convert any portion of the Series C Convertible Preferred Stock to the extent that, after giving effect
to the conversion, the holder, together with its affiliates, would beneficially own in excess of 9.99% of the number of shares of our
common stock outstanding immediately after giving effect to its conversion.
Fundamental
Transactions. In the event we effect certain mergers, consolidations, sales of substantially all of our assets, tender
or exchange offers, reclassifications or share exchanges in which our common stock is effectively converted into or exchanged for other
securities, cash or property, we consummate a business combination in which another person acquires 50% of the outstanding shares of
our common stock, or any person or group becomes the beneficial owner of 50% of the aggregate ordinary voting power represented by our
issued and outstanding common stock, then, upon any subsequent conversion of the Series C Convertible Preferred Stock, the holders
of the Series C Convertible Preferred Stock will have the right to receive any shares of the acquiring corporation or other consideration
it would have been entitled to receive if it had been a holder of the number of shares of common stock then issuable upon conversion
in full of the Series C Convertible Preferred Stock.
Dividends. Holders
of Series C Convertible Preferred Stock shall be entitled to receive dividends (on an as-if-converted-to-common-stock basis) in
the same form as dividends actually paid on shares of the common stock when, as and if such dividends are paid on shares of common stock.
Voting
Rights. Except as otherwise provided in the certificate of designation or as otherwise required by law, the Series C
Convertible Preferred Stock has no voting rights.
Liquidation
Preference. Upon our liquidation, dissolution or winding-up, whether voluntary or involuntary, holders of Series C
Convertible Preferred Stock will be entitled to receive out of our assets, whether capital or surplus, the same amount that a holder
of common stock would receive if the Series C Preferred Stock were fully converted.
Redemption
Rights. We are not obligated to redeem or repurchase any shares of Series C Convertible Preferred Stock. Shares of
Series C Convertible Preferred Stock are not otherwise entitled to any redemption rights, or mandatory sinking fund or analogous
provisions.
Anti-Takeover
Effects of Certain Provisions of our Certificate of Incorporation, Bylaws and the DGCL
Certain
provisions of our Certificate of Incorporation and amended and restated bylaws, which are summarized in the following paragraphs, may
have the effect of discouraging potential acquisition proposals or making a tender offer or delaying or preventing a change in control,
including changes a stockholder might consider favorable. Such provisions may also prevent or frustrate attempts by our stockholders
to replace or remove our management. In particular, the Certificate of Incorporation and amended and restated bylaws and Delaware law,
as applicable, among other things:
| · | provide
the board of directors with the ability to alter the bylaws without stockholder approval; |
| · | place
limitations on the removal of directors; and |
| · | provide
that vacancies on the board of directors may be filled by a majority of directors in office,
although less than a quorum. |
These
provisions are expected to discourage certain types of coercive takeover practices and inadequate takeover bids and to encourage persons
seeking to acquire control of us to first negotiate with its board. These provisions may delay or prevent someone from acquiring or merging
with us, which may cause our market price of our common stock to decline.
Blank
Check Preferred. Our Board is authorized to create and issue from time to time, without stockholder approval, up to an
aggregate of 20,000,000 shares of preferred stock in one or more series and to establish the number of shares of any series of preferred
stock and to fix the designations, powers, preferences and rights of the shares of each series and any qualifications, limitations or
restrictions of the shares of each series.
The
authority to designate preferred stock may be used to issue series of preferred stock, or rights to acquire preferred stock, that could
dilute the interest of, or impair the voting power of, holders of the common stock or could also be used as a method of determining,
delaying or preventing a change of control.
Advance
Notice Bylaws. The Bylaws contain an advance notice procedure for stockholder proposals to be brought before any meeting
of stockholders, including proposed nominations of persons for election to our Board of Directors. Stockholders at any meeting will only
be able to consider proposals or nominations specified in the notice of meeting or brought before the meeting by or at the direction
of our Board of Directors or by a stockholder who was a stockholder of record on the record date for the meeting, who is entitled to
vote at the meeting and who has given our corporate secretary timely written notice, in proper form, of the stockholder’s intention
to bring that business before the meeting. Although the Bylaws do not give our Board of Directors the power to approve or disapprove
stockholder nominations of candidates or proposals regarding other business to be conducted at a special or annual meeting, the Bylaws
may have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed or may discourage
or deter a potential acquirer from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempting to
obtain control of us.
Interested
Stockholder Transactions. We are subject to Section 203 of the DGCL which, subject to certain exceptions, prohibits
“business combinations” between a publicly-held Delaware corporation and an “interested stockholder,” which is
generally defined as a stockholder who becomes a beneficial owner of 15% or more of a Delaware corporation’s voting stock for a
three-year period following the date that such stockholder became an interested stockholder.
Limitations
on Liability, Indemnification of Officers and Directors and Insurance
The
DGCL authorizes corporations to limit or eliminate the personal liability of directors to corporations and their stockholders for monetary
damages for breaches of directors’ fiduciary duties as directors and our amended and restated certificate of incorporation will
include such an exculpation provision. Our certificate of incorporation and by-laws will include provisions that indemnify, to the fullest
extent allowable under the DGCL, the personal liability of directors or officers for monetary damages for actions taken as a director
or officer of us, or for serving at our request as a director or officer or another position at another corporation or enterprise, as
the case may be. Our certificate of incorporation and by-laws will also provide that we must indemnify and advance reasonable expenses
to our directors and officers, subject to our receipt of an undertaking from the indemnified party as may be required under the DGCL.
Our Certificate of Incorporation expressly authorizes us to carry directors’ and officers’ insurance to protect us, our directors,
officers and certain employees for some liabilities. The limitation of liability and indemnification provisions in our Certificate of
Incorporation and by-laws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duty. These
provisions may also have the effect of reducing the likelihood of derivative litigation against our directors and officers, even though
such an action, if successful, might otherwise benefit us and our stockholders. However, these provisions do not limit or eliminate our
rights, or those of any stockholder, to seek non-monetary relief such as injunction or rescission in the event of a breach of a director’s
duty of care. The provisions will not alter the liability of directors under the federal securities laws. In addition, your investment
may be adversely affected to the extent that, in a class action or direct suit, we pay the costs of settlement and damage awards against
directors and officers pursuant to these indemnification provisions. There is currently no pending material litigation or proceeding
against any of our directors, officers or employees for which indemnification is sought.
Authorized
but Unissued Shares
Our
authorized but unissued shares of common stock and preferred stock will be available for future issuance without your approval. We may
use additional shares for a variety of purposes, including future public offerings to raise additional capital, to fund acquisitions
and as employee compensation. The existence of authorized but unissued shares of common stock and preferred stock could render more difficult
or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.
Transfer
Agent and Registrar
The
Transfer Agent and Registrar for our common stock is Philadelphia Stock Transfer, Inc.
DESCRIPTION
OF DEBT SECURITIES
The
following description, together with the additional information we include in any applicable prospectus supplements or free writing prospectuses,
summarizes the material terms and provisions of the debt securities that we may offer under this prospectus. We may issue debt securities,
in one or more series, as either senior or subordinated debt or as senior or subordinated convertible debt. While the terms we have summarized
below will apply generally to any future debt securities we may offer under this prospectus, we will describe the particular terms of
any debt securities that we may offer in more detail in the applicable prospectus supplement or free writing prospectus. The terms of
any debt securities we offer under a prospectus supplement may differ from the terms we describe below. However, no prospectus supplement
shall fundamentally change the terms that are set forth in this prospectus or offer a security that is not registered and described in
this prospectus at the time of its effectiveness. As of the date of this prospectus, we have no outstanding registered debt securities.
Unless the context requires otherwise, whenever we refer to the “indentures,” we also are referring to any supplemental indentures
that specify the terms of a particular series of debt securities.
We
will issue any senior debt securities under the senior indenture that we will enter into with the trustee named in the senior indenture.
We will issue any subordinated debt securities under the subordinated indenture and any supplemental indentures that we will enter into
with the trustee named in the subordinated indenture. We have filed forms of these documents as exhibits to the registration statement,
of which this prospectus is a part, and supplemental indentures and forms of debt securities containing the terms of the debt securities
being offered will be filed as exhibits to the registration statement of which this prospectus is a part or will be incorporated by reference
from reports that we file with the SEC.
The
indentures will be qualified under the Trust Indenture Act of 1939, as amended, or the Trust Indenture Act. We use the term “trustee”
to refer to either the trustee under the senior indenture or the trustee under the subordinated indenture, as applicable.
The
following summaries of material provisions of the senior debt securities, the subordinated debt securities and the indentures are subject
to, and qualified in their entirety by reference to, all of the provisions of the indenture and any supplemental indentures applicable
to a particular series of debt securities. We urge you to read the applicable prospectus supplements and any related free writing prospectuses
related to the debt securities that we may offer under this prospectus, as well as the complete indentures that contains the terms of
the debt securities. Except as we may otherwise indicate, the terms of the senior indenture and the subordinated indenture are identical.
General
The
terms of each series of debt securities will be established by or pursuant to a resolution of our Board of Directors and set forth or
determined in the manner provided in an officers’ certificate or by a supplemental indenture. Debt securities may be issued in
separate series without limitation as to aggregate principal amount. We may specify a maximum aggregate principal amount for the debt
securities of any series. We will describe in the applicable prospectus supplement the terms of the series of debt securities being offered,
including:
| · | the
principal amount being offered, and if a series, the total amount authorized and the total
amount outstanding; |
| · | any
limit on the amount that may be issued; |
| · | whether
or not we will issue the series of debt securities in global form, and, if so, the terms
and who the depositary will be; |
| · | whether
and under what circumstances, if any, we will pay additional amounts on any debt securities
held by a person who is not a United States person for tax purposes, and whether we can redeem
the debt securities if we have to pay such additional amounts; |
| · | the
annual interest rate, which may be fixed or variable, or the method for determining the rate
and the date interest will begin to accrue, the dates interest will be payable and the regular
record dates for interest payment dates or the method for determining such dates; |
| · | whether
or not the debt securities will be secured or unsecured, and the terms of any secured debt; |
| · | the
terms of the subordination of any series of subordinated debt; |
| · | the
place where payments will be made; |
| · | restrictions
on transfer, sale or other assignment, if any; |
| · | our
right, if any, to defer payment of interest and the maximum length of any such deferral period; |
| · | the
date, if any, after which, and the price at which, we may, at our option, redeem the series
of debt securities pursuant to any optional or provisional redemption provisions and the
terms of those redemption provisions; |
| · | provisions
for a sinking fund purchase or other analogous fund, if any, including the date, if any,
on which, and the price at which we are obligated, pursuant thereto or otherwise, to redeem,
or at the holder’s option, to purchase, the series of debt securities and the currency
or currency unit in which the debt securities are payable; |
| · | whether
the indenture will restrict our ability or the ability of our subsidiaries to: |
| o | incur
additional indebtedness; |
| o | issue
additional securities; |
| o | pay
dividends or make distributions in respect of our capital stock or the capital stock of our
subsidiaries; |
| o | place
restrictions on our subsidiaries’ ability to pay dividends, make distributions or transfer
assets; |
| o | make
investments or other restricted payments; |
| o | sell
or otherwise dispose of assets; |
| o | enter
into sale-leaseback transactions; |
| o | engage
in transactions with stockholders or affiliates; |
| o | issue
or sell stock of our subsidiaries; or |
| o | effect
a consolidation or merger. |
| · | whether
the indenture will require us to maintain any interest coverage, fixed charge, cash flow-based,
asset-based or other financial ratios; |
| · | a
discussion of certain material or special United States federal income tax considerations
applicable to the debt securities; |
| · | information
describing any book-entry features; |
| · | the
applicability of the provisions in the indenture on discharge; |
| · | whether
the debt securities are to be offered at a price such that they will be deemed to be offered
at an “original issue discount” as defined in paragraph (a) of Section 1273
of the Internal Revenue Code of 1986, as amended; |
| · | the
denominations in which we will issue the series of debt securities, if other than denominations
of $1,000 and any integral multiple thereof; |
| · | the
currency of payment of debt securities if other than U.S. dollars and the manner of determining
the equivalent amount in U.S. dollars; and |
| · | any
other specific terms, preferences, rights or limitations of, or restrictions on, the debt
securities, including any additional events of default or covenants provided with respect
to the debt securities, and any terms that may be required by us or advisable under applicable
laws or regulations. |
Conversion
or Exchange Rights
We
will set forth in the applicable prospectus supplement the terms under which a series of debt securities may be convertible into or exchangeable
for our common stock, our preferred stock or other securities (including securities of a third party). We will include provisions as
to whether conversion or exchange is mandatory, at the option of the holder or at our option. We may include provisions pursuant to which
the number of shares of our common stock, our preferred stock or other securities (including securities of a third party) that the holders
of the series of debt securities receive would be subject to adjustment.
Consolidation,
Merger or Sale
Unless
we provide otherwise in the prospectus supplement applicable to a particular series of debt securities, the indentures will not contain
any covenant that restricts our ability to merge or consolidate, or sell, convey, transfer or otherwise dispose of all or substantially
all of our assets. However, any successor to or acquirer of such assets must assume all of our obligations under the indentures or the
debt securities, as appropriate. If the debt securities are convertible into or exchangeable for our other securities or securities of
other entities, the person with whom we consolidate or merge or to whom we sell all of our property must make provisions for the conversion
of the debt securities into securities that the holders of the debt securities would have received if they had converted the debt securities
before the consolidation, merger or sale.
Events
of Default under the Indenture
Unless
we provide otherwise in the prospectus supplement applicable to a particular series of debt securities, the following are events of default
under the indentures with respect to any series of debt securities that we may issue:
| · | if
we fail to pay interest when due and payable and our failure continues for 90 days and the
time for payment has not been extended; |
| · | if
we fail to pay the principal, premium or sinking fund payment, if any, when due and payable
at maturity, upon redemption or repurchase or otherwise, and the time for payment has not
been extended; |
| · | if
we fail to observe or perform any other covenant contained in the debt securities or the
indentures, other than a covenant specifically relating to another series of debt securities,
and our failure continues for 90 days after we receive notice from the trustee or we and
the trustee receive notice from the holders of at least 25% in aggregate principal amount
of the outstanding debt securities of the applicable series; and |
| · | if
specified events of bankruptcy, insolvency or reorganization occur. |
We
will describe in each applicable prospectus supplement any additional events of default relating to the relevant series of debt securities.
If
an event of default with respect to debt securities of any series occurs and is continuing, other than an event of default specified
in the last bullet point above, the trustee or the holders of at least 25% in aggregate principal amount of the outstanding debt securities
of that series, by notice to us in writing, and to the trustee if notice is given by such holders, may declare the unpaid principal,
premium, if any, and accrued interest, if any, due and payable immediately. If an event of default arises due to the occurrence of certain
specified bankruptcy, insolvency or reorganization events, the unpaid principal, premium, if any, and accrued interest, if any, of each
issue of debt securities then outstanding shall be due and payable without any notice or other action on the part of the trustee or any
holder.
The
holders of a majority in principal amount of the outstanding debt securities of an affected series may waive any default or event of
default with respect to the series and its consequences, except defaults or events of default regarding payment of principal, premium,
if any, or interest, unless we have cured the default or event of default in accordance with the indenture. Any waiver shall cure the
default or event of default.
Subject
to the terms of the indentures, if an event of default under an indenture shall occur and be continuing, the trustee will be under no
obligation to exercise any of its rights or powers under such indenture at the request or direction of any of the holders of the applicable
series of debt securities, unless such holders have offered the trustee reasonable indemnity or security satisfactory to it against any
loss, liability or expense. The holders of a majority in principal amount of the outstanding debt securities of any series will have
the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or exercising any
trust or power conferred on the trustee, with respect to the debt securities of that series, provided that:
| · | the
direction so given by the holder is not in conflict with any law or the applicable indenture;
and |
| · | subject
to its duties under the Trust Indenture Act, the trustee need not take any action that might
involve it in personal liability or might be unduly prejudicial to the holders not involved
in the proceeding. |
The
indentures provide that if an event of default has occurred and is continuing, the trustee will be required in the exercise of its powers
to use the degree of care that a prudent person would use in the conduct of its own affairs. The trustee, however, may refuse to follow
any direction that conflicts with law or the indenture, or that the trustee determines is unduly prejudicial to the rights of any other
holder of the relevant series of debt securities, or that would involve the trustee in personal liability. Prior to taking any action
under the indentures, the trustee will be entitled to indemnification against all costs, expenses and liabilities that would be incurred
by taking or not taking such action.
A
holder of the debt securities of any series will have the right to institute a proceeding under the indentures or to appoint a receiver
or trustee, or to seek other remedies only if:
| · | the
holder has given written notice to the trustee of a continuing event of default with respect
to that series; |
| · | the
holders of at least 25% in aggregate principal amount of the outstanding debt securities
of that series have made a written request and such holders have offered reasonable indemnity
to the trustee or security satisfactory to it against any loss, liability or expense or to
be incurred in compliance with instituting the proceeding as trustee; and |
| · | the
trustee does not institute the proceeding, and does not receive from the holders of a majority
in aggregate principal amount of the outstanding debt securities of that series other conflicting
directions within 90 days after the notice, request and offer. |
These
limitations do not apply to a suit instituted by a holder of debt securities if we default in the payment of the principal, premium,
if any, or interest on, the debt securities, or other defaults that may be specified in the applicable prospectus supplement.
We
will periodically file statements with the trustee regarding our compliance with specified covenants in the indentures.
The
indentures provide that if a default occurs and is continuing and is actually known to a responsible officer of the trustee, the trustee
must mail to each holder notice of the default within the earlier of 90 days after it occurs and 30 days after it is known by a responsible
officer of the trustee or written notice of it is received by the trustee, unless such default has been cured or waived. Except in the
case of a default in the payment of principal or premium of, or interest on, any debt security or certain other defaults specified in
an indenture, the trustee shall be protected in withholding such notice if and so long as the Board of Directors, the executive committee
or a trust committee of directors, or responsible officers of the trustee, in good faith determine that withholding notice is in the
best interests of holders of the relevant series of debt securities.
Modification
of Indenture; Waiver
Subject
to the terms of the indenture for any series of debt securities that we may issue, we and the trustee may change an indenture without
the consent of any holders with respect to the following specific matters:
| · | to
fix any ambiguity, defect or inconsistency in the indenture; |
| · | to
comply with the provisions described above under “Description of Debt Securities —
Consolidation, Merger or Sale;” |
| · | to
comply with any requirements of the SEC in connection with the qualification of any indenture
under the Trust Indenture Act; |
| · | to
add to, delete from or revise the conditions, limitations and restrictions on the authorized
amount, terms or purposes of issue, authentication and delivery of debt securities, as set
forth in the indenture; |
| · | to
provide for the issuance of, and establish the form and terms and conditions of, the debt
securities of any series as provided under “Description of Debt Securities —
General,” to establish the form of any certifications required to be furnished pursuant
to the terms of the indenture or any series of debt securities, or to add to the rights of
the holders of any series of debt securities; |
| · | to
evidence and provide for the acceptance of appointment hereunder by a successor trustee; |
| · | to
provide for uncertificated debt securities and to make all appropriate changes for such purpose; |
| · | to
add such new covenants, restrictions, conditions or provisions for the benefit of the holders,
to make the occurrence, or the occurrence and the continuance, of a default in any such additional
covenants, restrictions, conditions or provisions an event of default or to surrender any
right or power conferred to us in the indenture; or |
| · | to
change anything that does not adversely affect the interests of any holder of debt securities
of any series in any material respect. |
In
addition, under the indentures, the rights of holders of a series of debt securities may be changed by us and the trustee with the written
consent of the holders of at least a majority in aggregate principal amount of the outstanding debt securities of each series that is
affected. However, subject to the terms of the indenture for any series of debt securities that we may issue or otherwise provided in
the prospectus supplement applicable to a particular series of debt securities, we and the trustee may only make the following changes
with the consent of each holder of any outstanding debt securities affected:
| · | extending
the stated maturity of the series of debt securities; |
| · | reducing
the principal amount, reducing the rate of or extending the time of payment of interest,
or reducing any premium payable upon the redemption or repurchase of any debt securities;
or |
| · | reducing
the percentage of debt securities, the holders of which are required to consent to any amendment,
supplement, modification or waiver. |
Discharge
Each
indenture provides that, subject to the terms of the indenture and any limitation otherwise provided in the prospectus supplement applicable
to a particular series of debt securities, we may elect to be discharged from our obligations with respect to one or more series of debt
securities, except for specified obligations, including obligations to:
| · | register
the transfer or exchange of debt securities of the series; |
| · | replace
stolen, lost or mutilated debt securities of the series; |
| · | maintain
paying agencies; |
| · | hold
monies for payment in trust; |
| · | recover
excess money held by the trustee; |
| · | compensate
and indemnify the trustee; and |
| · | appoint
any successor trustee. |
In
order to exercise our rights to be discharged, we must deposit with the trustee money or government obligations sufficient to pay all
the principal of, and any premium and interest on, the debt securities of the series on the dates payments are due.
Form,
Exchange and Transfer
We
will issue the debt securities of each series only in fully registered form without coupons and, unless we otherwise specify in the applicable
prospectus supplement, in denominations of $1,000 and any integral multiple thereof. The indentures provide that we may issue debt securities
of a series in temporary or permanent global form and as book-entry securities that will be deposited with, or on behalf of, The Depository
Trust Company or another depositary named by us and identified in a prospectus supplement with respect to that series. See “Legal
Ownership of Securities” below for a further description of the terms relating to any book-entry securities.
At
the option of the holder, subject to the terms of the indentures and the limitations applicable to global securities described in the
applicable prospectus supplement, the holder of the debt securities of any series can exchange the debt securities for other debt securities
of the same series, in any authorized denomination and of like tenor and aggregate principal amount.
Subject
to the terms of the indentures and the limitations applicable to global securities set forth in the applicable prospectus supplement,
holders of the debt securities may present the debt securities for exchange or for registration of transfer, duly endorsed or with the
form of transfer endorsed thereon duly executed if so required by us or the security registrar, at the office of the security registrar
or at the office of any transfer agent designated by us for this purpose. Unless otherwise provided in the debt securities that the holder
presents for transfer or exchange, we will make no service charge for any registration of transfer or exchange, but we may require payment
of any taxes or other governmental charges.
We
will name in the applicable prospectus supplement the security registrar, and any transfer agent in addition to the security registrar,
that we initially designate for any debt securities. We may at any time designate additional transfer agents or rescind the designation
of any transfer agent or approve a change in the office through which any transfer agent acts, except that we will be required to maintain
a transfer agent in each place of payment for the debt securities of each series.
If
we elect to redeem the debt securities of any series, we will not be required to:
| · | issue,
register the transfer of, or exchange any debt securities of that series during a period
beginning at the opening of business 15 days before the day of mailing of a notice of redemption
of any debt securities that may be selected for redemption and ending at the close of business
on the day of the mailing; or |
| · | register
the transfer of or exchange any debt securities so selected for redemption, in whole or in
part, except the unredeemed portion of any debt securities we are redeeming in part. |
Information
Concerning the Trustee
The
trustee, other than during the occurrence and continuance of an event of default under an indenture, undertakes to perform only those
duties as are specifically set forth in the applicable indenture and is under no obligation to exercise any of the powers given it by
the indentures at the request of any holder of debt securities unless it is offered reasonable security and indemnity against the costs,
expenses and liabilities that it might incur. However, upon an event of default under an indenture, the trustee must use the same degree
of care as a prudent person would exercise or use in the conduct of his or her own affairs.
Payment
and Paying Agents
Unless
we otherwise indicate in the applicable prospectus supplement, we will make payment of the interest on any debt securities on any interest
payment date to the person in whose name the debt securities, or one or more predecessor securities, are registered at the close of business
on the regular record date for the interest payment.
We
will pay principal of and any premium and interest on the debt securities of a particular series at the office of the paying agents designated
by us, except that unless we otherwise indicate in the applicable prospectus supplement, we will make interest payments by check that
we will mail to the holder or by wire transfer to certain holders. Unless we otherwise indicate in the applicable prospectus supplement,
we will designate the corporate trust office of the trustee as our sole paying agent for payments with respect to debt securities of
each series. We will name in the applicable prospectus supplement any other paying agents that we initially designate for the debt securities
of a particular series. We will maintain a paying agent in each place of payment for the debt securities of a particular series.
All
money we pay to a paying agent or the trustee for the payment of the principal of or any premium or interest on any debt securities that
remains unclaimed at the end of two years after such principal, premium or interest has become due and payable will be repaid to us,
and the holder of the debt security thereafter may look only to us for payment thereof.
Governing
Law
The
indentures and the debt securities will be governed by and construed in accordance with the laws of the State of New York, except to
the extent that the Trust Indenture Act is applicable.
Ranking
Debt Securities
The
subordinated debt securities will be unsecured and will be subordinate and junior in priority of payment to certain other indebtedness
to the extent described in a prospectus supplement. The subordinated indenture does not limit the amount of subordinated debt securities
that we may issue. It also does not limit us from issuing any other secured or unsecured debt.
The
senior debt securities will be unsecured and will rank equally in right of payment to all our other senior unsecured debt. The senior
indenture does not limit the amount of senior debt securities that we may issue. It also does not limit us from issuing any other secured
or unsecured debt.
DESCRIPTION
OF WARRANTS
The
following description, together with the additional information we may include in any applicable prospectus supplements and free writing
prospectuses, summarizes the material terms and provisions of the warrants that we may offer under this prospectus, which may consist
of warrants to purchase common stock, preferred stock or debt securities and may be issued in one or more series. Warrants may be offered
independently or together with common stock, preferred stock or debt securities offered by any prospectus supplement, and may be attached
to or separate from those securities. While the terms we have summarized below will apply generally to any warrants that we may offer
under this prospectus, we will describe the particular terms of any series of warrants that we may offer in more detail in the applicable
prospectus supplement and any applicable free writing prospectus. The terms of any warrants offered under a prospectus supplement may
differ from the terms described below. However, no prospectus supplement will fundamentally change the terms that are set forth in this
prospectus or offer a security that is not registered and described in this prospectus at the time of its effectiveness.
We
may issue the warrants under a warrant agreement that we will enter into with a warrant agent to be selected by us. If selected, the
warrant agent will act solely as an agent of ours in connection with the warrants and will not act as an agent for the holders or beneficial
owners of the warrants. If applicable, we will file as exhibits to the registration statement of which this prospectus is a part, or
will incorporate by reference from a Current Report on Form 8-K that we file with the SEC, the form of warrant agreement, including
a form of warrant certificate, that describes the terms of the particular series of warrants we are offering before the issuance of the
related series of warrants. The following summaries of material provisions of the warrants and the warrant agreements are subject to,
and qualified in their entirety by reference to, all the provisions of the warrant agreement and warrant certificate applicable to a
particular series of warrants. We urge you to read the applicable prospectus supplement and any applicable free writing prospectus related
to the particular series of warrants that we sell under this prospectus, as well as the complete warrant agreements and warrant certificates
that contain the terms of the warrants.
General
We
will describe in the applicable prospectus supplement the terms relating to a series of warrants, including:
| · | the
offering price and aggregate number of warrants offered; |
| · | the
currency for which the warrants may be purchased; |
| · | if
applicable, the designation and terms of the securities with which the warrants are issued
and the number of warrants issued with each such security or each principal amount of such
security; |
| · | if
applicable, the date on and after which the warrants and the related securities will be separately
transferable; |
| · | in
the case of warrants to purchase debt securities, the principal amount of debt securities
purchasable upon exercise of one warrant and the price at, and currency in which, this principal
amount of debt securities may be purchased upon such exercise; |
| · | in
the case of warrants to purchase common stock or preferred stock, the number of shares of
common stock or preferred stock, as the case may be, purchasable upon the exercise of one
warrant and the price at which these shares may be purchased upon such exercise; |
| · | the
effect of any merger, consolidation, sale or other disposition of our business on the warrant
agreements and the warrants; |
| · | the
terms of any rights to redeem or call the warrants; |
| · | any
provisions for changes to or adjustments in the exercise price or number of securities issuable
upon exercise of the warrants; |
| · | the
dates on which the right to exercise the warrants will commence and expire; |
| · | the
manner in which the warrant agreements and warrants may be modified; |
| · | United
States federal income tax consequences of holding or exercising the warrants; |
| · | the
terms of the securities issuable upon exercise of the warrants; and |
| · | any
other specific terms, preferences, rights or limitations of or restrictions on the warrants. |
Before
exercising their warrants, holders of warrants will not have any of the rights of holders of the securities purchasable upon such exercise,
including:
| · | in
the case of warrants to purchase debt securities, the right to receive payments of principal
of, or premium, if any, or interest on, the debt securities purchasable upon exercise or
to enforce covenants in the applicable indenture; or |
| · | in
the case of warrants to purchase common stock or preferred stock, the right to receive dividends,
if any, or, payments upon our liquidation, dissolution or winding up or to exercise voting
rights, if any. |
Exercise
of Warrants
Each
warrant will entitle the holder to purchase the securities that we specify in the applicable prospectus supplement at the exercise price
that we describe in the applicable prospectus supplement. Unless we otherwise specify in the applicable prospectus supplement, holders
of the warrants may exercise the warrants at any time up to the specified time on the expiration date that we set forth in the applicable
prospectus supplement. After the close of business on the expiration date, unexercised warrants will become void.
Holders
of the warrants may exercise the warrants by delivering the warrant certificate representing the warrants to be exercised together with
specified information, and paying the required amount to the warrant agent in immediately available funds, as provided in the applicable
prospectus supplement. We will set forth on the reverse side of the warrant certificate and in the applicable prospectus supplement the
information that the holder of the warrant will be required to deliver to us or the warrant agent as applicable.
Upon
receipt of the required payment and the warrant certificate properly completed and duly executed at the corporate trust office of the
warrant agent or any other office indicated in the applicable prospectus supplement, we will issue and deliver the securities purchasable
upon such exercise. If fewer than all of the warrants represented by the warrant certificate are exercised, then we will issue a new
warrant certificate for the remaining amount of warrants. If we so indicate in the applicable prospectus supplement, holders of the warrants
may surrender securities as all or part of the exercise price for warrants.
Enforceability
of Rights by Holders of Warrants
If
selected, each warrant agent will act solely as our agent under the applicable warrant agreement and will not assume any obligation or
relationship of agency or trust with any holder of any warrant. A single bank or trust company may act as warrant agent for more than
one issue of warrants. A warrant agent will have no duty or responsibility in case of any default by us under the applicable warrant
agreement or warrant, including any duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon
us. Any holder of a warrant may, without the consent of the related warrant agent or the holder of any other warrant, enforce by appropriate
legal action its right to exercise, and receive the securities purchasable upon exercise of, its warrants.
DESCRIPTION
OF UNITS
The
following description, together with the additional information we may include in any applicable prospectus supplements and free writing
prospectuses, summarizes the material terms and provisions of the units that we may offer under this prospectus.
While
the terms we have summarized below will apply generally to any units that we may offer under this prospectus, we will describe the particular
terms of any series of units in more detail in the applicable prospectus supplement. The terms of any units offered under a prospectus
supplement may differ from the terms described below. However, no prospectus supplement will fundamentally change the terms that are
set forth in this prospectus or offer a security that is not registered and described in this prospectus at the time of its effectiveness.
We
will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from a Current
Report on Form 8-K that we file with the SEC, the form of unit agreement that describes the terms of the series of units we are
offering, and any supplemental agreements, before the issuance of the related series of units. The following summaries of material terms
and provisions of the units are subject to, and qualified in their entirety by reference to, all the provisions of the unit agreement
and any supplemental agreements applicable to a particular series of units. We urge you to read the applicable prospectus supplements
related to the particular series of units that we sell under this prospectus, as well as the complete unit agreement and any supplemental
agreements that contain the terms of the units.
General
We
may issue units comprised of one or more debt securities, shares of common stock, shares of preferred stock and warrants in any combination.
Each unit will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of
a unit will have the rights and obligations of a holder of each included security. The unit agreement under which a unit is issued may
provide that the securities included in the unit may not be held or transferred separately, at any time or at any time before a specified
date.
We
will describe in the applicable prospectus supplement the terms of the series of units, including:
| · | the
designation and terms of the units and of the securities comprising the units, including
whether and under what circumstances those securities may be held or transferred separately; |
| · | any
provisions of the governing unit agreement that differ from those described below; and |
| · | any
provisions for the issuance, payment, settlement, transfer or exchange of the units or of
the securities comprising the units. |
The
provisions described in this section, as well as those described under “Description of Capital Stock,” “Description
of Debt Securities” and “Description of Warrants” will apply to each unit and to any common stock, preferred stock,
debt security or warrant included in each unit, respectively.
Issuance
in Series
We
may issue units in such amounts and in numerous distinct series as we determine.
Enforceability
of Rights by Holders of Units
Each
unit agent will act solely as our agent under the applicable unit agreement and will not assume any obligation or relationship of agency
or trust with any holder of any unit. A single bank or trust company may act as unit agent for more than one series of units. A unit
agent will have no duty or responsibility in case of any default by us under the applicable unit agreement or unit, including any duty
or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder of a unit may, without the
consent of the related unit agent or the holder of any other unit, enforce by appropriate legal action its rights as holder under any
security included in the unit.
We,
the unit agents and any of their agents may treat the registered holder of any unit certificate as an absolute owner of the units evidenced
by that certificate for any purpose and as the person entitled to exercise the rights attaching to the units so requested, despite any
notice to the contrary. See “Legal Ownership of Securities.”
LEGAL
OWNERSHIP OF SECURITIES
We
can issue securities in registered form or in the form of one or more global securities. We describe global securities in greater detail
below. We refer to those persons who have securities registered in their own names on the books that we or any applicable trustee or
depositary or warrant agent maintain for this purpose as the “holders” of those securities. These persons are the legal holders
of the securities. We refer to those persons who, indirectly through others, own beneficial interests in securities that are not registered
in their own names, as “indirect holders” of those securities. As we discuss below, indirect holders are not legal holders,
and investors in securities issued in book-entry form or in street name will be indirect holders.
Book-Entry
Holders
We
may issue securities in book-entry form only, as we will specify in the applicable prospectus supplement. This means securities may be
represented by one or more global securities registered in the name of a financial institution that holds them as depositary on behalf
of other financial institutions that participate in the depositary’s book-entry system. These participating institutions, which
are referred to as participants, in turn, hold beneficial interests in the securities on behalf of themselves or their customers.
Only
the person in whose name a security is registered is recognized as the holder of that security. Global securities will be registered
in the name of the depositary or its participants. Consequently, for global securities, we will recognize only the depositary as the
holder of the securities, and we will make all payments on the securities to the depositary. The depositary passes along the payments
it receives to its participants, which in turn pass the payments along to their customers who are the beneficial owners. The depositary
and its participants do so under agreements they have made with one another or with their customers; they are not obligated to do so
under the terms of the securities.
As
a result, investors in a global security will not own securities directly. Instead, they will own beneficial interests in a global security,
through a bank, broker or other financial institution that participates in the depositary’s book-entry system or holds an interest
through a participant. As long as the securities are issued in global form, investors will be indirect holders, and not legal holders,
of the securities.
Street
Name Holders
We
may terminate a global security or issue securities that are not issued in global form. In these cases, investors may choose to hold
their securities in their own names or in “street name.” Securities held by an investor in street name would be registered
in the name of a bank, broker or other financial institution that the investor chooses, and the investor would hold only a beneficial
interest in those securities through an account he or she maintains at that institution.
For
securities held in street name, we or any applicable trustee or depositary will recognize only the intermediary banks, brokers and other
financial institutions in whose names the securities are registered as the holders of those securities, and we or any such trustee or
depositary will make all payments on those securities to them. These institutions pass along the payments they receive to their customers
who are the beneficial owners, but only because they agree to do so in their customer agreements or because they are legally required
to do so. Investors who hold securities in street name will be indirect holders, not legal holders, of those securities.
Legal
Holders
Our
obligations, as well as the obligations of any applicable trustee or third party employed by us or a trustee, run only to the legal holders
of the securities. We do not have obligations to investors who hold beneficial interests in global securities, in street name or by any
other indirect means. This will be the case whether an investor chooses to be an indirect holder of a security or has no choice because
we are issuing the securities only in global form.
For
example, once we make a payment or give a notice to the holder, we have no further responsibility for the payment or notice even if that
holder is required, under agreements with its participants or customers or by law, to pass it along to the indirect holders but does
not do so. Similarly, we may want to obtain the approval of the holders to amend an indenture, to relieve us of the consequences of a
default or of our obligation to comply with a particular provision of an indenture, or for other purposes. In such an event, we would
seek approval only from the legal holders, and not the indirect holders, of the securities. Whether and how the legal holders contact
the indirect holders is up to the legal holders.
Special
Considerations for Indirect Holders
If
you hold securities through a bank, broker or other financial institution, either in book-entry form because the securities are represented
by one or more global securities or in street name, you should check with your own institution to find out:
| · | how
it handles securities payments and notices; |
| · | whether
it imposes fees or charges; |
| · | how
it would handle a request for the holders’ consent, if ever required; |
| · | whether
and how you can instruct it to send you securities registered in your own name so you can
be a legal holder, if that is permitted in the future; |
| · | how
it would exercise rights under the securities if there were a default or other event triggering
the need for holders to act to protect their interests; and |
| · | if
the securities are in book-entry form, how the depositary’s rules and procedures
will affect these matters. |
Global
Securities
A
global security is a security that represents one or any other number of individual securities held by a depositary. Generally, all securities
represented by the same global securities will have the same terms.
Each
security issued in book-entry form will be represented by a global security that we issue to, deposit with and register in the name of
a financial institution or its nominee that we select. The financial institution that we select for this purpose is called the depositary.
Unless we specify otherwise in the applicable prospectus supplement, The Depository Trust Company, New York, New York, known as DTC,
will be the depositary for all securities issued in book-entry form.
A
global security may not be transferred to or registered in the name of anyone other than the depositary, its nominee or a successor depositary,
unless special termination situations arise. We describe those situations below under “— Special Situations When A Global
Security Will Be Terminated.” As a result of these arrangements, the depositary, or its nominee, will be the sole registered owner
and legal holder of all securities represented by a global security, and investors will be permitted to own only beneficial interests
in a global security. Beneficial interests must be held by means of an account with a broker, bank or other financial institution that
in turn has an account with the depositary or with another institution that does. Thus, an investor whose security is represented by
a global security will not be a legal holder of the security, but only an indirect holder of a beneficial interest in the global security.
If
the prospectus supplement for a particular security indicates that the security will be issued as a global security, then the security
will be represented by a global security at all times unless and until the global security is terminated. If termination occurs, we may
issue the securities through another book-entry clearing system or decide that the securities may no longer be held through any book-entry
clearing system.
Special
Considerations For Global Securities
As
an indirect holder, an investor’s rights relating to a global security will be governed by the account rules of the investor’s
financial institution and of the depositary, as well as general laws relating to securities transfers. We do not recognize an indirect
holder as a holder of securities and instead deal only with the depositary that holds the global security.
If
securities are issued only as global securities, an investor should be aware of the following:
| · | an
investor cannot cause the securities to be registered in his or her name, and cannot obtain
non-global certificates for his or her interest in the securities, except in the special
situations we describe below; |
| · | an
investor will be an indirect holder and must look to his or her own bank or broker for payments
on the securities and protection of his or her legal rights relating to the securities, as
we describe above; |
| · | an
investor may not be able to sell interests in the securities to some insurance companies
and to other institutions that are required by law to own their securities in non-book-entry
form; |
| · | an
investor may not be able to pledge his or her interest in the global security in circumstances
where certificates representing the securities must be delivered to the lender or other beneficiary
of the pledge in order for the pledge to be effective; |
| · | the
depositary’s policies, which may change from time to time, will govern payments, transfers,
exchanges and other matters relating to an investor’s interest in the global security.
We and any applicable trustee have no responsibility for any aspect of the depositary’s
actions or for its records of ownership interests in the global security. We and the trustee
also do not supervise the depositary in any way; |
| · | the
depositary may, and we understand that DTC will, require that those who purchase and sell
interests in the global security within its book-entry system use immediately available funds,
and your broker or bank may require you to do so as well; and |
| · | financial
institutions that participate in the depositary’s book-entry system, and through which
an investor holds its interest in the global security, may also have their own policies affecting
payments, notices and other matters relating to the securities. There may be more than one
financial intermediary in the chain of ownership for an investor. We do not monitor and are
not responsible for the actions of any of those intermediaries |
Special
Situations When A Global Security Will Be Terminated
In
a few special situations described below, a global security will terminate and interests in it will be exchanged for physical certificates
representing those interests. After that exchange, the choice of whether to hold securities directly or in street name will be up to
the investor. Investors must consult their own banks or brokers to find out how to have their interests in securities transferred to
their own names, so that they will be direct holders. We have described the rights of holders and street name investors above.
A
global security will terminate when the following special situations occur:
| · | if
the depositary notifies us that it is unwilling, unable or no longer qualified to continue
as depositary for that global security and we do not appoint another institution to act as
depositary within 90 days; |
| · | if
we notify any applicable trustee that we wish to terminate that global security; or |
| · | if
an event of default has occurred with regard to securities represented by that global security
and has not been cured or waived. |
The
applicable prospectus supplement may also list additional situations for terminating a global security that would apply only to the particular
series of securities covered by the prospectus supplement. When a global security terminates, the depositary, and neither we, nor any
applicable trustee, is responsible for deciding the names of the institutions that will be the initial direct holders.
PLAN
OF DISTRIBUTION
We
may sell the securities being offered hereby in one or more of the following ways from time to time:
|
· |
through agents to the public or to investors; |
|
· |
to underwriters for resale to the public or to investors; |
|
· |
negotiated transactions; |
|
· |
directly to investors; or |
|
· |
through a combination of any of these methods of sale. |
As
set forth in more detail below, the securities may be distributed from time to time in one or more transactions:
|
· |
at a fixed price or prices, which may be changed; |
|
· |
at market prices prevailing at the time of sale; |
|
· |
at prices related to such prevailing market prices; or |
We
will set forth in a prospectus supplement the terms of that particular offering of securities, including:
|
· |
the name or names of any agents or underwriters; |
|
· |
the purchase price of the securities being offered and the proceeds we will receive from the sale; |
|
· |
any over-allotment options under which underwriters may purchase additional securities from us; |
|
· |
any agency fees or underwriting discounts and other items constituting agents’ or underwriters’
compensation; |
|
· |
any initial public offering price; |
|
· |
any discounts or concessions allowed or re-allowed or paid to dealers; and |
|
· |
any securities exchanges or markets on which such securities may be listed. |
Only
underwriters named in the prospectus supplement are underwriters of the securities offered by the prospectus supplement.
If
underwriters are used in an offering, we will execute an underwriting agreement with such underwriters and will specify the name of each
underwriter and the terms of the transaction (including any underwriting discounts and other terms constituting compensation of the underwriters
and any dealers) in a prospectus supplement. The securities may be offered to the public either through underwriting syndicates represented
by managing underwriters or directly by one or more investment banking firms or others, as designated. If an underwriting syndicate is
used, the managing underwriter(s) will be specified on the cover of the prospectus supplement. If underwriters are used in the sale,
the offered securities will be acquired by the underwriters for their own accounts and may be resold from time to time in one or more
transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale.
Any public offering price and any discounts or concessions allowed or re-allowed or paid to dealers may be changed from time to time.
Unless otherwise set forth in the prospectus supplement, the obligations of the underwriters to purchase the offered securities will
be subject to conditions precedent and the underwriters will be obligated to purchase all of the offered securities if any are purchased.
We
may grant to the underwriters options to purchase additional securities to cover over-allotments, if any, at the public offering price,
with additional underwriting commissions or discounts, as may be set forth in a related prospectus supplement. The terms of any over-allotment
option will be set forth in the prospectus supplement for those securities.
If
we use a dealer in the sale of the securities being offered pursuant to this prospectus or any prospectus supplement, we will sell the
securities to the dealer, as principal. The dealer may then resell the securities to the public at varying prices to be determined
by the dealer at the time of resale. The names of the dealers and the terms of the transaction will be specified in a prospectus
supplement.
We
may sell the securities directly or through agents we designate from time to time. We will name any agent involved in the offering
and sale of securities and we will describe any commissions we will pay the agent in the prospectus supplement. Unless the prospectus
supplement states otherwise, any agent will act on a best-efforts basis for the period of its appointment.
We
may authorize agents or underwriters to solicit offers by institutional investors to purchase securities from us at the public offering
price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified
date in the future. We will describe the conditions to these contracts and the commissions we must pay for solicitation of these contracts
in the prospectus supplement.
In
connection with the sale of the securities, underwriters, dealers or agents may receive compensation from us or from purchasers of the
common stock for whom they act as agents in the form of discounts, concessions or commissions. Underwriters may sell the securities to
or through dealers, and those dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters
or commissions from the purchasers for whom they may act as agents. Underwriters, dealers and agents that participate in the distribution
of the securities, and any institutional investors or others that purchase common stock directly and then resell the securities, may
be deemed to be underwriters, and any discounts or commissions received by them from us and any profit on the resale of the common stock
by them may be deemed to be underwriting discounts and commissions under the Securities Act.
We
may provide agents and underwriters with indemnification against particular civil liabilities, including liabilities under the Securities
Act, or contribution with respect to payments that the agents or underwriters may make with respect to such liabilities. Agents and underwriters
may engage in transactions with, or perform services for, us in the ordinary course of business.
In
addition, we may enter into derivative transactions with third parties (including the writing of options), or sell securities not covered
by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection
with such a transaction, the third parties may, pursuant to this prospectus and the applicable prospectus supplement, sell securities
covered by this prospectus and the applicable prospectus supplement. If so, the third party may use securities borrowed from us or others
to settle such sales and may use securities received from us to close out any related short positions. We may also loan or pledge securities
covered by this prospectus and the applicable prospectus supplement to third parties, who may sell the loaned securities or, in an event
of default in the case of a pledge, sell the pledged securities pursuant to this prospectus and the applicable prospectus supplement.
The third party in such sale transactions will be an underwriter and will be identified in the applicable prospectus supplement or in
a post-effective amendment.
To
facilitate an offering of a series of securities, persons participating in the offering may engage in transactions that stabilize, maintain,
or otherwise affect the market price of the securities. This may include over-allotments or short sales of the securities, which involves
the sale by persons participating in the offering of more securities than have been sold to them by us. In those circumstances, such
persons would cover such over-allotments or short positions by purchasing in the open market or by exercising the over-allotment option
granted to those persons. In addition, those persons may stabilize or maintain the price of the securities by bidding for or purchasing
securities in the open market or by imposing penalty bids, whereby selling concessions allowed to underwriters or dealers participating
in any such offering may be reclaimed if securities sold by them are repurchased in connection with stabilization transactions. The effect
of these transactions may be to stabilize or maintain the market price of the securities at a level above that which might otherwise
prevail in the open market. Such transactions, if commenced, may be discontinued at any time. We make no representation or prediction
as to the direction or magnitude of any effect that the transactions described above, if implemented, may have on the price of our securities.
Unless
otherwise specified in the applicable prospectus supplement, each class or series of securities will be a new issue with no established
trading market, other than our common stock, which is listed on The Nasdaq Capital Market. We may elect to list any other class or series
of securities on any exchange or market, but we are not obligated to do so. It is possible that one or more underwriters may make a market
in a class or series of securities, but the underwriters will not be obligated to do so and may discontinue any market making at any
time without notice. We cannot give any assurance as to the liquidity of the trading market for any of the securities.
In
order to comply with the securities laws of some states, if applicable, the securities offered pursuant to this prospectus will be sold
in those states only through registered or licensed brokers or dealers. In addition, in some states securities may not be sold unless
they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement
is available and complied with.
Any
underwriter may engage in overallotment, stabilizing transactions, short covering transactions and penalty bids in accordance with Regulation
M under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Overallotment involves sales in excess of the offering
size, which create a short position. Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing
bids do not exceed a specified maximum. Short covering transactions involve purchases of the securities in the open market after the
distribution is completed to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer
when the securities originally sold by the dealer are purchased in a covering transaction to cover short positions. Those activities
may cause the price of the securities to be higher than it would otherwise be. If commenced, the underwriters may discontinue any of
these activities at any time.
Any
underwriters who are qualified market makers on The Nasdaq Capital Market may engage in passive market making transactions in the securities
on The Nasdaq Capital Market in accordance with Rule 103 of Regulation M, during the business day prior to the pricing of the offering,
before the commencement of offers or sales of the securities. Passive market makers must comply with applicable volume and price limitations
and must be identified as passive market makers. In general, a passive market maker must display its bid at a price not in excess of
the highest independent bid for such security. If all independent bids are lowered below the passive market maker’s bid, however,
the passive market maker’s bid must then be lowered when certain purchase limits are exceeded.
LEGAL
MATTERS
The
validity of the issuance of the securities offered hereby will be passed upon for us by Sheppard, Mullin, Richter & Hampton
LLP, New York, New York. Additional legal matters may be passed upon for us or any underwriters, dealers or agents, by counsel
that we will name in the applicable prospectus supplement.
EXPERTS
The
consolidated financial statements of the Company as of December 31, 2020 and 2019 and for each of the two years in the period ended December
31, 2020 incorporated by reference in this Prospectus and in the Registration Statement have been so incorporated in reliance on the
report of BDO USA, LLP, an independent registered public accounting firm incorporated herein by reference, given on the authority of
said firm as experts in auditing and accounting.
WHERE
YOU CAN FIND MORE INFORMATION
This
prospectus constitutes a part of a registration statement on Form S-3 filed under the Securities Act. As permitted by the
SEC’s rules, this prospectus and any prospectus supplement, which form a part of the registration statement, do not contain all
the information that is included in the registration statement. You will find additional information about us in the registration
statement. Any statements made in this prospectus or any prospectus supplement concerning legal documents are not necessarily complete
and you should read the documents that are filed as exhibits to the registration statement or otherwise filed with the SEC for a more
complete understanding of the document or matter.
We
file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the
public at no cost from the SEC’s website at http://www.sec.gov. In addition, we make available on or through our Internet
site copies of these reports as soon as reasonably practicable after we electronically file or furnish them to the SEC. Our Internet
site can be found at http://www.hepionpharmar.com. The information on our website is not a part of, and should not be considered
as being incorporated by reference into, this prospectus supplement or the accompanying prospectus.
INCORPORATION
OF DOCUMENTS BY REFERENCE
We
have filed a registration statement on Form S-3 with the Securities and Exchange Commission under the Securities Act. This prospectus
is part of the registration statement, but the registration statement includes and incorporates by reference additional information and
exhibits. The Securities and Exchange Commission permits us to “incorporate by reference” the information contained in documents
we file with the Securities and Exchange Commission, which means that we can disclose important information to you by referring you to
those documents rather than by including them in this prospectus. Information that is incorporated by reference is considered to be part
of this prospectus and you should read it with the same care that you read this prospectus. Information that we file later with the Securities
and Exchange Commission will automatically update and supersede the information that is either contained, or incorporated by reference,
in this prospectus, and will be considered to be a part of this prospectus from the date those documents are filed. We have filed with
the Securities and Exchange Commission, and incorporate by reference in this prospectus:
|
1. |
The
Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 31, 2021; |
|
|
|
|
2. |
The
Company’s Annual Report on Form 10-K/A for the year ended December 31, 2020 filed with the SEC on April 28, 2021; |
|
|
|
|
3. |
The
Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 filed with the SEC on May 14, 2021; |
|
|
|
|
4. |
The
Company’s Quarterly Report on Form 10-Q for the quarter ended May 31, 2021 filed with the SEC on August 16, 2021; |
|
|
|
|
5. |
The
Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 filed with the SEC on November 15, 2021; |
|
|
|
|
6. |
The Company’s Current Reports on Form 8-K filed with the SEC on January 5, 2021, February 10, 2021, February 17, 2021, March 11, 2021, March 23, 2021, April 29, 2021, May 6, 2021, June 9, 2021, June 25, 2021, July 13, 2021, July 26, 2021, August 23, 2021, September 29, 2021, October 7, 2021, October 8, 2021, November 10, 2021, and November 16, 2021; and |
|
|
|
|
7 |
The
description of the Company’s common stock contained in the registration statement on Form 8-A filed with the Commission
on February 24, 2015 pursuant to Section 12 of the Exchange Act of 1934, as amended (the “Exchange Act”), including
any amendment or report filed for the purpose of updating that description. |
We
also incorporate by reference all documents (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits
filed on such form that are related to such items) that are subsequently filed by us with the Securities and Exchange Commission pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of the offering of the securities made by this
prospectus (including documents filed after the date of the initial Registration Statement of which this prospectus is a part and prior
to the effectiveness of the Registration Statement). These documents include periodic reports, such as Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as proxy statements.
Any
statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference into this prospectus will
be deemed to be modified or superseded to the extent that a statement contained in this prospectus or any subsequently filed document
that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement
You
may request, and we will provide you with, a copy of these filings, at no cost, by calling us at (732) 902-4000 or by writing to us at
the following address:
Hepion
Pharmaceuticals, Inc.
399
Thornall Street, First Floor
Edison,
New Jersey, 08837
Attn.:
Secretary
![](https://www.sec.gov/Archives/edgar/data/1583771/000110465923105939/tm2133457d1_s3aimg001.jpg)
400,000
Shares of Common Stock
580,393
Pre-Funded Warrants to Purchase 580,393 Shares of Common Stock
PROSPECTUS
SUPPLEMENT
A.G.P.
September 28,
2023
Grafico Azioni Hepion Pharmaceuticals (PK) (USOTC:CTRVP)
Storico
Da Lug 2024 a Ago 2024
Grafico Azioni Hepion Pharmaceuticals (PK) (USOTC:CTRVP)
Storico
Da Ago 2023 a Ago 2024