UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of
the Securities Exchange Act of 1934 (Amendment No. )
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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Hepion Pharmaceuticals, Inc.
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(Name of Registrant as Specified In Its Charter)
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Hepion Pharmaceuticals, Inc.
399 Thornall Street, First Floor
Edison, NJ 08837
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on July 30, 2020
Dear Stockholder:
We are pleased to invite
you to attend the annual meeting of stockholders (the “Annual Meeting”) of Hepion Pharmaceuticals, Inc.
(“Hepion” or the “Company”), which will be held on July 30, 2020 at 9:00 a.m. local
time at our offices, located at 399 Thornall Street, First Floor, Edison, NJ 08837, for the following purposes:
1. To
elect six (6) members to our Board of Directors to hold office until the 2021 Annual Meeting;
2. To
ratify the appointment of BDO USA, LLP as our independent registered public accounting firm for our fiscal year ending December 31,
2020;
3. To
consider and act upon a proposal to approve an amendment to the Company’s 2013 Equity Incentive Plan (the “2013
Plan”) to increase the number of shares issuable thereunder to 2,500,000 shares from 40,536 shares; and
4. To
transact such other matters as may properly come before the Annual Meeting and any adjournment or postponement thereof.
Our board of directors
has fixed the close of business on June 12, 2020 as the record date for a determination of stockholders entitled to notice of,
and to vote at, the Annual Meeting or any adjournment or postponement thereof.
If You Plan to Attend
Please note that space
limitations make it necessary to limit attendance of the Annual Meeting to our stockholders. Registration and seating will begin
at 8:00 a.m. Shares of common stock can be voted at the Annual Meeting only if the holder thereof is present in person
or by valid proxy.
For admission to the
Annual Meeting, each stockholder may be asked to present valid picture identification, such as a driver’s license or passport,
and proof of stock ownership as of the record date, such as the enclosed proxy card or a brokerage statement reflecting stock ownership.
Cameras, recording devices and other electronic devices will not be permitted at the Annual Meeting. If you do not plan on attending
the Annual Meeting, please vote, date and sign the enclosed proxy and return it in the business envelope provided. Even if you
do plan to attend the Annual Meeting, we recommend that you vote your shares at your earliest convenience in order to ensure your
representation at the Annual Meeting. Your vote is very important.
Important Notice Regarding the Availability
of Proxy Materials for the Annual Meeting to Be Held on July 30, 2020 at 9:00 a.m. local time at 399 Thornall Street, First
Floor, Edison, NJ 08837.
The proxy statement and annual report to
stockholders are available at
http://www.pstvote.com/hepion2020.
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By the Order of the Board of Directors
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/s/ GARY S. JACOB
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Gary S. Jacob
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Chairman of the Board of Directors
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Dated: June 12, 2020
Whether or not you expect to attend
the Annual Meeting in person, we urge you to vote your shares at your earliest convenience. This will ensure the presence of a
quorum at the Annual Meeting. Promptly voting your shares will save the Company the expenses and extra work of additional solicitation.
An addressed envelope for which no postage is required if mailed in the United States is enclosed if you wish to vote by mail.
Submitting your proxy now will not prevent you from voting your shares at the Annual Meeting if you desire to do so, as your proxy
is revocable at your option. Your vote is important, so please act today!
Hepion Pharmaceuticals, Inc.
399 Thornall Street, First Floor
Edison, NJ 08837
PROXY STATEMENT
2020 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 30, 2020
The Board of Directors
(the “Board”) of Hepion Pharmaceuticals, Inc. (“Hepion” or the “Company”)
is soliciting your proxy to vote at the Annual Meeting of Stockholders (the “Annual Meeting”) to be held at
our offices, located at 399 Thornall Street, First Floor, Edison, NJ 08837, on July 30, 2020, at 9:00 a.m. local
time, including at any adjournments or postponements of the Annual Meeting. You are invited to attend the Annual Meeting to vote
on the proposals described in this proxy statement. However, you do not need to attend the Annual Meeting to vote your shares.
Instead, you may simply complete, sign and return the enclosed proxy card if you received paper copies of the proxy materials,
or follow the instructions below to submit your proxy over the Internet.
QUESTIONS AND ANSWERS ABOUT THIS PROXY
MATERIAL AND VOTING
What is a proxy?
A proxy is the legal
designation of another person to vote the stock you own. That other person is called a proxy. If you designate someone as your
proxy in a written document, that document is also called a proxy or a proxy card. By completing, signing and returning the accompanying
proxy card, you are designating Robert Foster, Ph.D. and John Cavan, our Chief Executive Officer and Chief Financial Officer, respectively,
as your proxies for the Annual Meeting and you are authorizing Dr. Foster and Mr. Cavan to vote your shares at the Annual Meeting
as you have instructed them on the proxy card. This way, your shares will be voted whether or not you attend the Annual Meeting.
Even if you plan to attend the Annual Meeting, we urge you to vote in one of the ways described below so that your vote will be
counted even if you are unable or decide not to attend the Annual Meeting.
What is a proxy statement?
A proxy statement is
a document that we are required by regulations of the Securities and Exchange Commission, or SEC, to give you when we ask you to
sign a proxy card designating Dr. Foster and Mr. Cavan as proxies to vote on your behalf.
How do I attend the Annual Meeting?
The Annual Meeting
will be held on July 30, 2020, at 9:00 a.m. local time at our offices, located at 399 Thornall Street, First Floor,
Edison, NJ 08837. Directions to the Annual Meeting may be found at the back of this Proxy Statement. Information on how to vote
in person at the Annual Meeting is discussed below.
Who May Attend the Annual Meeting?
Only record holders
and beneficial owners of our common stock, or their duly authorized proxies, may attend the Annual Meeting. If your shares of common
stock are held in street name, you will need to bring a copy of a brokerage statement or other documentation reflecting your stock
ownership as of the Record Date.
Who is Entitled to Vote?
The Board has fixed
the close of business on June 12, 2020 as the record date (the “Record Date”) for the determination of stockholders
entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. Only stockholder who owned
our common stock on June 12, 2020 are entitled to vote at the Annual Meeting. In addition, on June 12, 2020 there were 85,581
shares of Series A Preferred Stock issued and outstanding. Each share of Series A Preferred Stock is entitled to vote
on any matter with the holders of common stock on an as converted basis. On the Record Date, there were 9,028,245 shares of our
common stock outstanding (including 3,184 shares of common stock issuable upon conversion of the Series A Preferred
Stock).
What is the Difference Between Holding
Shares as a Record Holder and as a Beneficial Owner (Holding Shares in Street Name)?
If your shares are
registered in your name with our transfer agent, Philadelphia Stock Transfer, Inc., you are the “record holder”
of those shares. If you are a record holder, these proxy materials have been provided directly to you by the Company.
If your shares are
held in a stock brokerage account, a bank or other holder of record, you are considered the “beneficial owner” of those
shares held in “street name.” If your shares are held in street name, these proxy materials have been forwarded to
you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting
at the Annual Meeting. As the beneficial owner, you have the right to instruct this organization on how to vote your shares.
What am I voting on?
There are three (3) matters scheduled
for a vote:
1. To elect six (6) members
to our Board of Directors to hold office until the 2021 Annual Meeting;
2. To ratify the appointment
of BDO USA, LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2020; and
3. To consider an
act upon a proposal to approve an amendment to the Company’s 2013 Equity Incentive Plan (the “2013 Plan”)
to increase the number of shares issuable thereunder to 2,500,000 shares from 40,536 shares.
What if another matter is properly brought
before the Annual Meeting?
The Board knows of
no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before
the Annual Meeting, it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance with
their best judgment.
How Do I Vote?
Stockholders of Record
For your convenience,
record holders of our common stock have three methods of voting:
1. Vote by
Internet. The website address for Internet voting is on your proxy card.
2. Vote by
mail. Mark, date, sign and promptly mail the enclosed proxy card (a postage-paid envelope is provided for mailing in the United
States).
3. Vote in
person. Attend and vote at the Annual Meeting.
Beneficial Owners of Shares Held
in Street Name
For your convenience,
beneficial owners of our common stock have three methods of voting:
1. Vote by
Internet. The website address for Internet voting is on your vote instruction form.
2. Vote by
mail. Mark, date, sign and promptly mail your vote instruction form (a postage-paid envelope is provided for mailing in
the United States).
3. Vote in
person. Obtain a valid legal proxy from the organization that holds your shares and attend and vote at the Annual Meeting.
If you vote by Internet,
please DO NOT mail your proxy card.
All shares entitled
to vote and represented by a properly completed and executed proxy received before the Annual Meeting and not revoked will be voted
at the Annual Meeting as instructed in a proxy delivered before the Annual Meeting. If you do not indicate how your shares should
be voted on a matter, the shares represented by your properly completed and executed proxy will be voted as the Board recommends
on each of the enumerated proposals, with regard to any other matters that may be properly presented at the Annual Meeting and
on all matters incident to the conduct of the Annual Meeting. If you are a registered stockholder and attend the Annual Meeting,
you may deliver your completed proxy card in person. If you are a street name stockholder and wish to vote at the Annual Meeting,
you will need to obtain a proxy form from the institution that holds your shares. All votes will be tabulated by the inspector
of elections appointed for the Annual Meeting, who will separately tabulate affirmative and negative votes, abstentions and broker non-votes.
We provide Internet
proxy voting to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your
proxy vote instructions. However, please be aware that you must bear any costs associated with your Internet access, such as usage
charges from Internet access providers and telephone companies.
How Many Votes do I Have?
Each share of our common
stock (including shares of common stock issuable upon conversion of Series A Preferred Stock) that you own as of June 12,
2020 entitles you to one vote.
Is My Vote Confidential?
Yes, your vote is confidential.
Only the inspector of elections, individuals who help with processing and counting your votes and persons who need access for legal
reasons will have access to your vote. This information will not be disclosed, except as required by law.
What Constitutes a Quorum?
To carry on
business at the Annual Meeting, we must have a quorum. A quorum is present when a majority of the shares entitled to vote as
of the Record Date, are represented in person or by proxy (including shares of common stock issuable upon conversion of the
Series A Convertible Preferred Stock). Thus, 4,514,123 shares must be represented in person or by proxy to have a quorum
at the Annual Meeting. Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted
on your behalf by your broker, bank or other nominee) or if you vote in person at the Annual Meeting. Abstentions and
broker non-votes will be counted towards the quorum requirement. Shares owned by us are not considered outstanding
or considered to be present at the Annual Meeting. If there is not a quorum at the Annual Meeting, either the chairperson of
the Annual Meeting or our stockholders entitled to vote at the Annual Meeting may adjourn the Annual Meeting.
How Will my Shares be Voted if I Give
No Specific Instruction?
We must vote your shares
as you have instructed. If there is a matter on which a stockholder of record has given no specific instruction but has authorized
us generally to vote the shares, they will be voted as follows:
1. “FOR”
the election of each of the six (6) members to our Board of Directors to hold office until the 2021 Annual Meeting;
2. “FOR”
the ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for our fiscal year ending
December 31, 2020; and
3. “FOR”
the amendment to the 2013 Plan to increase the number of shares issuable thereunder to 2,500,000 shares from 40,536 shares.
This authorization
would exist, for example, if a stockholder of record merely signs, dates and returns the proxy card but does not indicate how its
shares are to be voted on one or more proposals. If other matters properly come before the Annual Meeting and you do not provide
specific voting instructions, your shares will be voted at the discretion of the proxies.
If your shares are
held in street name, see “What is a Broker Non-Vote?” below regarding the ability of banks, brokers and
other such holders of record to vote the uninstructed shares of their customers or other beneficial owners in their discretion.
How are Votes Counted?
Votes will be counted
by the inspector of election appointed for the Annual Meeting, who will separately count, for the election of directors, “FOR,”
“WITHHOLD” and broker non-votes; and, with respect to the other proposals, votes “FOR” and “AGAINST,”
abstentions and broker non-votes.
What is a Broker Non-Vote?
If your shares are
held in street name, you must instruct the organization who holds your shares how to vote your shares. If you sign your proxy card
but do not provide instructions on how your broker should vote on “routine” proposals, your broker will vote your shares
as recommended by the Board. If you do not provide voting instructions, your shares will not be voted on any “non-routine” proposals.
This vote is called a “broker non-vote.” Because broker non-votes are not considered under Delaware
law to be entitled to vote at the Annual Meeting, broker non-votes will not be included in the tabulation of the voting
results of any of the proposals and, therefore, will have no effect on these proposals.
Brokers cannot use
discretionary authority to vote shares on the election of directors if they have not received instructions from their clients.
Please submit your vote instruction form so your vote is counted.
What is an Abstention?
An abstention is a
stockholder’s affirmative choice to decline to vote on a proposal. Under Delaware law, abstentions are counted as shares
present and entitled to vote at the Annual Meeting. However, our By-Laws provide that an action of our stockholders (other
than the election of directors) is only approved if a majority of the number of shares of stock present and entitled to vote thereat
vote in favor of such action.
How Many Votes are Needed for Each Proposal
to Pass?
Proposal
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Vote Required
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Election of each of the six (6) members to our Board of Directors
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Plurality of the votes cast (the six directors receiving the most “FOR” votes)
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Ratification of the Appointment of BDO USA, LLP as our Independent Registered Public Accounting Firm for our Fiscal Year Ending December 31, 2020
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A majority of the votes entitled to vote thereon and present at the Annual Meeting
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Approval of an amendment to the Company’s 2013 Equity Incentive Plan (the “2013 Plan”) to increase the number of shares issuable thereunder to 2,500,000 shares from 40,536 shares
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A majority of the votes entitled to vote thereon and present at the Annual Meeting
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What Are the Voting Procedures?
In voting by proxy
with regard to the election of directors, you may vote in favor of all nominees, withhold your votes as to all nominees, or withhold
your votes as to specific nominees. With regard to other proposals, you may vote in favor of or against the proposal, or you may
abstain from voting on the proposal. You should specify your respective choices on the accompanying proxy card or your vote instruction
form.
Is My Proxy Revocable?
You may revoke your
proxy and reclaim your right to vote at any time before your proxy is voted by giving written notice to the Secretary of Hepion,
by delivering a properly completed, later-dated proxy card or vote instruction form or by voting in person at the Annual Meeting.
All written notices of revocation and other communications with respect to revocations of proxies should be addressed to: 399 Thornall
Street, First Floor, Edison, NJ 08837, Attention: Secretary, or by facsimile at 732-902-4100. Your most current
proxy card or Internet proxy is the one that will be counted.
Who is Paying for the Expenses Involved
in Preparing and Mailing this Proxy Statement?
All of the expenses
involved in preparing, assembling and mailing these proxy materials and all costs of soliciting proxies will be paid by us. In
addition to the solicitation by mail, proxies may be solicited by our officers and other employees by telephone or in person. Such
persons will receive no compensation for their services other than their regular salaries. Arrangements will also be made with
brokerage houses and other custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of the
shares held of record by such persons, and we may reimburse such persons for reasonable out of pocket expenses incurred by them
in forwarding solicitation materials.
Do I Have Dissenters’ Rights of
Appraisal?
Our stockholders do
not have appraisal rights under Delaware law or under our governing documents with respect to the matters to be voted upon at the Annual
Meeting.
How can I Find out the Results of the
Voting at the Annual Meeting?
Preliminary voting
results will be announced at the Annual Meeting. In addition, final voting results will be disclosed in a Current Report on Form 8-K that
we expect to file with the SEC within four business days after the Annual Meeting. If final voting results are not available to
us in time to file a Form 8-K with the SEC within four business days after the Annual Meeting, we intend to file a Form 8-K to
publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to
publish the final results.
When are Stockholder Proposals Due for
the 2021 Annual Meeting?
Any appropriate proposal
submitted by a stockholder and intended to be presented at the 2021 Annual Meeting of Stockholders (the “2021 Annual
Meeting”) must be submitted in writing to the Company’s Secretary at 399 Thornall Street, First Floor, Edison,
NJ 08837 and received no later than February 12, 2021, to be includable in the Company’s proxy statement and related proxy
for the 2021 Annual Meeting. However, if the date of the 2021 Annual Meeting is convened more than 30 days before, or delayed
by more than 30 days after, July 30, 2021, to be considered for inclusion in proxy materials for our 2021 Annual Meeting, a stockholder
proposal must be submitted in writing to the Company’s Secretary at 399 Thornall Street, First Floor, Edison, NJ 08837,
a reasonable time before we begin to print and send our proxy materials for the 2021 Annual Meeting. A stockholder proposal will
need to comply with the SEC regulations under Rule 14a-8 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), regarding the inclusion of stockholder proposals in company-sponsored proxy materials.
Although the Board will consider stockholder proposals, we reserve the right to omit from our proxy statement, or to vote against,
stockholder proposals that we are not required to include under the Exchange Act, including Rule 14a-8.
Pursuant to
our Bylaws, if you wish to submit a proposal that is not to be included in the proxy materials for the 2021 Annual Meeting,
your proposal must be submitted in writing to our Secretary at 399 Thornall Street, First Floor, Edison, NJ 08837 no earlier
than April 1, 2021 and no later than May 1, 2021, However, if the date of the 2021 Annual Meeting is convened more than
25 days before, or delayed by more than 25 days after, July 30, 2021, to be brought before our 2021 Annual Meeting,
a stockholder proposal must be submitted in writing to our Secretary at 399 Thornall Street, First Floor, Edison, NJ 08837, a
reasonable time before we begin to print and send our proxy materials for the 2021 Annual Meeting.
Do the Company’s Officers and Directors have an Interest
in Any of the Matters to Be Acted Upon at the Annual Meeting?
Members of the Board
have an interest in Proposal 1, the election to the Board of the six (6) director nominees set forth herein, as four
of the nominees are currently members of the Board and three are director nominees. Members of the Board and executive officers
of Hepion do not have any interest in Proposal 2, the ratification of the appointment of our independent registered public accounting
firm. Members of the Board and the executive officers of Hepion are eligible to receive awards under the terms of the 2013 Plan,
and they therefore have a substantial interest in Proposal 3.
PROPOSAL 1
ELECTION OF DIRECTORS
At the Annual Meeting,
the stockholders will elect six (6) directors to hold office until the 2021 Annual Meeting. Directors are elected by a plurality
of votes cast by stockholders. In the event the nominees are unable or unwilling to serve as directors at the time of the Annual
Meeting, the proxies will be voted for any substitute nominees designated by the present Board or the proxy holders to fill such
vacancy, or for the balance of the nominees named without nomination of a substitute, or the size of the Board will be reduced
in accordance with the Bylaws of the Company. The Board has no reason to believe that the persons named below will be
unable or unwilling to serve as nominees or as directors if elected.
Assuming a quorum
is present, the six (6) nominees receiving the highest number of affirmative votes of shares entitled to be voted for such
persons will be elected as directors of the Company to serve for a one-year term. Unless marked otherwise, proxies received will
be voted “FOR” the election of the nominees named below. In the event that additional persons are nominated for election
as directors, the proxy holders intend to vote all proxies received by them in such a manner as will ensure the election of the
nominees listed below, and, in such event, the specific nominees to be voted for will be determined by the proxy holders.
Information with Respect to Director
Nominees
Listed below are the
current directors who are nominated to hold office until their successors are elected and qualified, and their ages as of June
12, 2020.
Name
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Age
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Gary S. Jacob, Ph.D.
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72
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Robert Foster, Ph.D.
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62
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John P. Brancaccio
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71
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Thomas Adams, Ph.D.
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77
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Timothy Block, Ph.D.
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65
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Arnold Lippa, Ph.D.
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73
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Gary
S. Jacob, Ph.D. has served as our Chairman of the Board of Directors since March 19, 2014, and earlier served
as our Chief Executive Officer from May 15, 2013 until March 19, 2014. From November 2018 until March 2020, Dr. Jacob
served as Chief Executive Officer of Immuron Limited, an Australian microbiome biopharmaceutical company. Previously, Dr. Jacob
was the Chairman of the Board, President and Chief Executive Officer of Synergy Pharmaceuticals Inc., a biopharmaceutical
company, where he held various positions from July 2008 to October 2018. On December 12, 2018, Synergy Pharmaceuticals Inc.
filed a petition for relief under Chapter 11 of the U.S. Bankruptcy Code. Dr. Jacob served as Chief Executive Officer of Callisto
Pharmaceuticals, Inc. from May 2003 until January 2013 and a director from October 2004 until January 2013.
Dr. Jacob currently serves as a director of Cardiff Oncology, Inc., a clinical-stage oncology therapeutics company. Dr.
Jacob also serves as a director of Virpax Pharmaceuticals, Inc. Dr. Jacob has over twenty-five years of experience in the
pharmaceutical and biotechnology industries across multiple disciplines including research & development, operations and
business development. Prior to 1999, Dr. Jacob served as a Monsanto Science Fellow, specializing in the field of glycobiology,
and from 1997 to 1998 was Director of Functional Genomics, Corporate Science & Technology, at Monsanto Company. Dr. Jacob
also served from 1990 to 1997 as Director of Glycobiology at G.D. Searle Pharmaceuticals Inc. During the period of 1986
to 1990, he was Manager of the G.D. Searle Glycobiology Group at Oxford University,
England. Dr. Jacob’s experience as a biotechnology company chief executive officer provides him with valuable management
and leadership abilities which the Board believes qualifies him to be a director of our Company.
Dr. Robert
T. Foster has served as Chief Executive Officer since October 3, 2018 and as our Chief Scientific Officer since June 10,
2016. Prior to Hepion, he was Chief Executive Officer and Founder of Ciclofilin Pharmaceuticals Inc. from January 2014
until it merged with us on June 10, 2016. Prior to Ciclofilin Pharmaceuticals, he founded Isotechnika Pharma Inc. in
1993, where he was Chairman and Chief Executive Officer for 21 years. Dr. Foster was founding Chief Executive Officer
and later, Chief Scientific Officer of Aurinia Pharmaceuticals, Inc., after Isotechnika acquired Aurinia. Dr. Foster
is currently a Board member of Transcriptome Sciences Inc. Dr. Foster’s experience as an executive at a biotechnology
company and his background as a scientist provides him with the leadership and management abilities which the Board believes qualifies
him to be a director of our Company.
John P. Brancaccio, a
retired CPA, has served as a director of our Company since May 15, 2013 and as a director of Synergy Pharmaceuticals, Inc.
since July 2008. Mr. Brancaccio was the Chief Financial Officer of Accelerated Technologies, Inc., an incubator
for medical device companies from April 2004 until May 2017. From May 2002 until March 2004, Mr. Brancaccio was
the Chief Financial Officer of Memory Pharmaceuticals Corp., a biotechnology company. From 2000 to 2002, Mr. Brancaccio was
the Chief Financial Officer/Chief Operating Officer of Eline Group, an entertainment and media company. Mr. Brancaccio is
currently a director of Tamir Biotechnology, Inc. (formerly Alfacell Corporation) as well as a director of Cardiff Oncology, Inc.
and Rasna Therapeutics, Inc., a biotechnology company. Mr. Brancaccio’s chief financial officer experience provides
him with valuable financial and accounting expertise which the Board believes qualifies him to serve as a director of our Company.
Thomas
Adams, Ph.D. has served as a director of our Company since September 2016. Dr. Adams has been Chief Executive
Officer of Cardiff Oncology, Inc., a clinical-stage oncology therapeutics company, since June 2018 and Chairman of the Board
since April 2009. Dr. Adams has served as the Chairman of Clearbridge BioPhotonics, Inc., an imaging solutions company,
since April 2013. From June 2005 through 2011, Dr. Adams served as a director of IRIS International, Inc.,
a diagnostics company, and has served as Chief Technology Officer of IRIS since April 2006. Dr. Adams was the Head of
Iris Molecular Diagnostics from 2006 until November 2012 and has served as the President of Iris Personalized Medicine since
2011. In November 2012, IRIS was acquired by Danaher Corporation. Dr. Adams served as Chairman and Chief Executive
Officer of Leucadia Technologies, a privately held medical-device company, from 1998 to April 2006, when Leucadia was acquired
by IRIS. In 1989, Dr. Adams founded Genta, Inc., a publicly held biotechnology company in the field of antisense technology,
and served as its Chief Executive Officer until 1997. Dr. Adams founded Gen-Probe, Inc. in 1984 and served as its Chief
Executive Officer and Chairman until its acquisition by Chugai Biopharmaceuticals, Inc. in 1989. Dr. Adams has served
as a director of Synergy Pharmaceuticals Inc., a biotechnology company, since July 2009. Dr. Adams holds a Ph.D.
in Biochemistry from the University of California, at Riverside. The Board believes that Dr. Adams’ executive leadership,
particularly in the diagnostic field, and the extensive healthcare expertise he has developed qualifies Dr. Adams to serve
as a director of our Company.
Dr. Timothy
Block has served as a director of our Company since November 26, 2013.
Dr. Block is Professor of Microbiology and Immunology, Drexel University College of Medicine and Director of its Drexel Institute
for Biotechnology and Virology Research, and is also the Co-founder and President of the Hepatitis B Foundation (HBF) and its Baruch
S. Blumberg Institute (formerly called the Institute for Hepatitis and Virus Research). Dr. Block is also President and CEO
of the Pennsylvania Biotechnology Center. Dr. Block has been a member of medical school faculties as a professional researcher
for more than 28 years, publishing more than 180 papers, 12 U.S. patents, and since 2006, has led or “co-led”
more than $50 million in research funding. Honors include an honorary Medical Doctorate (Bulgarian Academy of Medicine); the
Lifetime Achievement Award from the Centrals Bucks Chamber of Commerce; named one of the regions 100 Most Outstanding People of
the Century by the Daily Intelligencer; Distinguished Service Recognition from the National Cancer Institute’s Early Detection
Research Network; and a Special Citation from the U.S. House of Representatives in recognition of “outstanding achievements.”
Dr. Block has given frequent testimony to the U.S. Congress and State legislatures; has served on U.S. FDA and numerous NIH
panels as well as commercial boards including the Bristol Myers Squibb Entecavir Advisory Board. In 2009, Dr. Block was named
an elected Fellow of the American Association for the Advancement of Science (AAAS). Dr. Block’s experience and expertise
in the medical field with respect to Hepatitis B qualifies him to serve as a director of our Company.
Arnold Lippa,
Ph.D. has served as a director of our company since December 3, 2015. Dr. Lippa
has been Executive Chairman of the Board of RespireRx Pharmaceuticals Inc., since March 2013, and was appointed Chief
Scientific Officer in August 2015. Previously, he served as Chief Executive Officer and President. He is also Chairman of
the Board of Xintria Pharmaceutical Corporation, which he co-founded in 2006. Dr. Lippa is a Managing Member and founder of
T Morgen Capital LLC, which is an investment and management company specializing in the creation and management of biomedical
companies. Since 2005, T Morgen Capital has been a significant equity owner and a managing member of Aurora Capital LLC, a
life science focused FINRA member firm, where Dr. Lippa represents T Morgen Capital as a Manager. In 2004, Dr. Lippa
co-founded and currently is representing T Morgen Capital, a Managing Member, as a Manager of Atypical BioCapital Management LLC
and Atypical BioVentures Fund LLC, a life science fund management company and fund, respectively, both of which are affiliates
of Aurora Capital. Dr. Lippa was a founder of DOV Pharmaceutical, Inc., and served as Chairman of the Board and Chief
Executive Officer from its inception in April 1995 until 2005. Prior to DOV, Dr. Lippa co-founded and co-managed a number
of life sciences companies, including Praxis Pharmaceuticals, Inc., which he co-founded and took public in 1985, serving
as President and Chief Operating Officer from 1984 until 1987. Dr. Lippa’s experience as a biotechnology company executive
and a financier qualifies him to be a director of our Company.
Family Relationships and Other Arrangements
There are no family
relationships among our directors and executive officers. There are no arrangements or understandings between or among our executive
officers and directors pursuant to which any director or executive officer was or is to be selected as a director or executive
officer.
Board Leadership Structure and Role in Risk Oversight
Risk is inherent with
every business, and how well a business manages risk can ultimately determine its success. Management is responsible for the day-to-day
management of the risks we face, while the Board, as a whole and through its committees, has responsibility for the oversight of
risk management. In its risk oversight role, the Board is responsible for satisfying itself that the risk management processes
designed and implemented by management are adequate and functioning as designed.
The Board believes
that establishing the right “tone at the top” and that full and open communication between executive management and
the Board are essential for effective risk management and oversight. Our CEO communicates frequently with members of the Board
to discuss strategy and challenges facing our company. Senior management usually attends our regular quarterly Board meetings and
is available to address any questions or concerns raised by the Board on risk management-related and any other matters. Each quarter,
the Board receives presentations from senior management on matters involving our key areas of operations.
Director Independence
Our Board has determined
that a majority of the Board consists of members who are currently “independent” as that term is defined under Nasdaq
Listing Rule 5605(a)(2). The Board considers Drs. Jacob, Adams, Block, Lippa and Mr. Brancaccio to be “independent.”
Dr. Foster, our Chief Executive Officer, is not considered to be “independent” as defined by Nasdaq Listing Rule 5605(a)(2).
Board of Directors Meetings
During the year ended December 31,
2019, our Board met 6 times, including telephonic meetings, the Audit Committee met 4 times, the Compensation Committee met 1 time
and the Corporate Governance/Nominating Committee met 1 time. All directors attended 100% of the aggregate number of meetings of
the Board, all of the Audit Committee members attended 100% of the Audit Committee meetings, all of the Compensation Committee
members attended 100% of the Compensation Committee meeting, and all of the Corporate Governance/Nominating Committee members attended
100% of the Corporate Governance/Nominating Committee meeting.
Information Regarding Board Committees
Our Board has established
standing Audit, Compensation and Corporate Governance/Nominating Committees to devote attention to specific subjects and to assist
it in the discharge of its responsibilities. All committees operate under a written charter adopted by our Board, each of which
is available on our Internet website at www.hepionpharma.com/investors/governance.
Audit Committee
The Audit Committee’s
responsibilities include: (i) reviewing the independence, qualifications, services, fees, and performance of the independent
registered public accountants, (ii) appointing, replacing and discharging the independent registered public accounting firm,
(iii) pre-approving the professional services provided by the independent registered public accounting firm, (iv) reviewing
the scope of the annual audit and reports and recommendations submitted by the independent registered public accounting firm, and
(v) reviewing our financial reporting and accounting policies, including any significant changes, with management and the
independent registered public accounting firm. The Audit Committee also prepares the Audit Committee report that is required pursuant
to the rules of the SEC.
The Audit Committee
currently consists of Mr. Brancaccio, chairman, Dr. Lippa and Dr. Adams. We believe that each of Mr. Brancaccio, Dr. Lippa
and Dr. Adams is “independent” as that term is defined under applicable SEC and Nasdaq rules. Mr. Brancaccio
is our audit committee financial expert. The board of directors has adopted a written charter setting forth the authority and responsibilities
of the Audit Committee. The charter is available on our website at www.hepionpharma.com.
Compensation Committee
The Compensation Committee
has responsibility for assisting the board of directors in, among other things, (i) evaluating and making recommendations
regarding the compensation of the executive officers and directors of our company, (ii) assuring that the executive officers
are compensated effectively in a manner consistent with our stated compensation strategy, (iii) producing an annual report
on executive compensation in accordance with the rules and regulations promulgated by the SEC, (iv) periodically evaluating
the terms and administration of our incentive plans and benefit programs and (v) monitoring of compliance with the legal prohibition
on loans to our directors and executive officers.
The Compensation Committee
currently consists of Dr. Lippa, chairman, Mr. Brancaccio, and Dr. Adams. We believe that all of the members are “independent”
under the current listing standards of Nasdaq. The board of directors has adopted a written charter setting forth the authority
and responsibilities of the Compensation Committee which is available on our website at www.hepionpharma.com.
Compensation Committee Interlocks and
Insider Participation
None of the members
of our compensation committee was, during the year ended December 31, 2019, an officer or employee of ours, was formerly an
officer of ours or had any relationship requiring disclosure by us under Item 404 of Regulation S-K. No interlocking relationship
as described in Item 407(e)(4) of Regulation S-K exists between any of our executive officers or Compensation Committee
members, on the one hand, and the executive officers or compensation committee members of any other entity, on the other hand,
nor has any such interlocking relationship existed in the past.
Corporate Governance/Nominating Committee
The Corporate Governance/Nominating
Committee has responsibility for assisting the board of directors in, among other things, (i) effecting board organization,
membership and function including identifying qualified board nominees, (ii) effecting the organization, membership and function
of board committees including composition and recommendation of qualified candidates, (iii) establishment of and subsequent
periodic evaluation of successor planning for the chief executive officer and other executive officers, (iv) development and
evaluation of criteria for board membership such as overall qualifications, term limits, age limits and independence and (v) oversight
of compliance with the Corporate Governance Guidelines. The Corporate Governance/Nominating Committee shall identify and evaluate
the qualifications of all candidates for nomination for election as directors. Potential nominees are identified by the board of
directors based on the criteria, skills and qualifications that have been recognized by the Corporate Governance/Nominating Committee.
While our nomination and corporate governance policy does not prescribe specific diversity standards, the Corporate Governance/Nominating
Committee and its independent members seek to identify nominees that have a variety of perspectives, professional experience, education,
differences in viewpoints and skills, and personal qualities that will result in a well-rounded board of directors.
The Corporate Governance/Nominating
Committee currently consists of Dr. Block, chairman, Dr. Lippa, and Mr. Brancaccio. We believe that all of the members are
“independent” under the current listing standards of Nasdaq. The board of directors has adopted a written charter setting
forth the authority and responsibilities of the Corporate Governance/Nominating Committee which is available on our website at
www.hepionpharma.com.
Communications with our Board of Directors
Stockholders seeking
to communicate with our Board should submit their written comments to our Chief Executive Officer, Dr. Robert Foster, at Hepion
Pharmaceuticals, Inc., 399 Thornall Street, First Floor, Edison, NJ 08837. Dr. Foster will forward such communications
to each member of our Board; provided that, if in the opinion of Dr. Foster it would be inappropriate to send a particular
stockholder communication to a specific director, such communication will only be sent to the remaining directors (subject to the
remaining directors concurring with such opinion).
Code of Business Conduct and Ethics
We have adopted a Code
of Business Conduct and Ethics to ensure that our business is conducted in a consistently legal and ethical manner. All of our
employees, including our executive officers and directors, are required to comply with our Code of Business Conduct and Ethics.
The full text of the
Code of Business Conduct and Ethics is posted on our website at http://www.hepionpharma.com/investors/governance. Any waiver of
the Code of Business Conduct and Ethics for directors or executive officers must be approved by our Audit Committee. We will disclose
future amendments to our Code of Business Conduct and Ethics, or waivers from our Code of Business Conduct and Ethics for our principal
executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions,
on our website within four business days following the date of the amendment or waiver. In addition, we will disclose any waiver
from our Code of Business Conduct and Ethics for our other executive officers and our directors on our website. A copy of our Code
of Business Conduct and Ethics will also be provided free of charge upon request to: Secretary, Hepion Pharmaceuticals, Inc.
399 Thornall Street, First Floor, Edison, NJ 08837.
Board Recommendation
THE BOARD RECOMMENDS THAT YOU VOTE “FOR”
EACH OF THE NOMINEES TO THE BOARD SET FORTH IN THIS PROPOSAL 1.
PROPOSAL 2
RATIFICATION OF THE APPOINTMENT OF OUR
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR
FISCAL YEAR ENDING
DECEMBER 31, 2020
The Audit Committee
has selected BDO USA, LLP, as the Company’s independent registered public accountants for the fiscal year ending December
31, 2020 and has further directed that management submit the selection of independent registered public accountants for ratification
by the stockholders at the Annual Meeting. A representative of BDO USA, LLP is expected to be present at the Annual Meeting
Stockholder ratification
of the selection of BDO USA, LLP as our independent registered public accountants is not required by Delaware law, the Company’s
certificate of incorporation, or the Company’s bylaws. However, the Audit Committee is submitting the selection of BDO USA,
LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection,
the Audit Committee will reconsider whether to retain that firm. Even if the selection is ratified, the Audit Committee in its
discretion may direct the appointment of different independent registered public accountants at any time during the year if the
Audit Committee determines that such a change would be in the best interests of the Company and its stockholders.
Principal Accountant Fees and Services
The aggregate fees
billed to the Company by BDO, the Company’s independent registered public accounting firm, for the indicated services for
each of the last two fiscal years were as follows:
|
|
2019
|
|
|
2018
|
|
Audit fees(1)
|
|
$
|
415,660
|
|
|
$
|
318,000
|
|
Tax fees(2)
|
|
|
0
|
|
|
|
40,000
|
|
Total fees
|
|
$
|
415,660
|
|
|
$
|
358,000
|
|
|
(1)
|
Audit fees consist of fees for professional services performed by BDO for the audit and review of our financial statements, preparation and filing of our registration statements, including issuance of comfort letters.
|
|
(2)
|
Tax fees consist of fees for professional services performed by BDO with respect to tax compliance.
|
Policy on Audit Committee Pre-Approval of Audit
and Permissible Non-Audit Services of Independent Auditors
Consistent with SEC
policies and guidelines regarding audit independence, the Audit Committee is responsible for the pre-approval of all
audit and permissible non-audit services provided by our independent registered public accounting firm on a case-by-case basis.
Our Audit Committee has established a policy regarding approval of all audit and permissible non-audit services provided
by our principal accountants. Our Audit Committee pre-approves these services by category and service. Our Audit Committee
has pre-approved all of the services provided by our independent registered public accounting firm.
Vote Required
The selection of our
independent registered public accounting firm is not required to be submitted to a vote of our stockholders for ratification. However,
we are submitting this matter to the stockholders as a matter of good corporate governance. Even if the appointment is ratified,
the Board may, in its discretion, appoint a different independent registered public accounting firm at any time during the year
if it determines that such a change would be in the best interests of us and our stockholders. If the appointment is not ratified,
the Board will reconsider whether or not to retain BDO.
The affirmative vote
of a majority of the shares (by voting power) present in person at the Annual Meeting or represented by proxy and entitled to vote
at the Annual Meeting is required to approve the ratification of the appointment of BDO USA, LLP as our independent registered
public accounting firm for the fiscal year ending December 31, 2020.
Board Recommendation
THE BOARD RECOMMENDS A VOTE “FOR”
RATIFICATION OF THE APPOINTMENT OF BDO USA, LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2020.
AUDIT COMMITTEE REPORT
The following Audit
Committee Report shall not be deemed to be “soliciting material,” deemed “filed” with the SEC or subject
to the liabilities of Section 18 of the Exchange Act. Notwithstanding anything to the contrary set forth in any of the Company’s
previous filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act that might
incorporate by reference future filings, including this Proxy Statement, in whole or in part, the following Audit Committee Report
shall not be incorporated by reference into any such filings.
The Audit Committee
is comprised of three independent directors (as defined under NASDAQ Listing Rule 5605(a)(2)). The Audit Committee operates
under a written charter, which is available on our website at https://hepionpharma.com/investors/governance/.
We have reviewed and
discussed with management and the Company’s auditors, the Company’s audited financial statements as of and for the
fiscal year ended December 31, 2019.
We have discussed with
BDO USA, LLP, the Company’s independent registered public accounting firm, the matters as required to be discussed by the
Public Company Accounting Oversight Board (the “PCAOB”) Auditing Standard No. 1301 (Communications with
Audit Committees).
We have received the
written disclosures and the letter from BDO USA, LLP required by applicable requirements of the PCAOB regarding BDO USA, LLP’s
communications with the Audit Committee concerning independence, and have discussed with BDO USA, LLP, their independence from
management and the Company.
Based on the review
and discussions referred to above, we recommended to the Board that the financial statements referred to above be included in the
Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 for filing with the
Securities and Exchange Commission.
|
Submitted by the Audit Committee
|
|
John Brancaccio, Chairman
|
|
Dr. Arnold Lippa
|
|
Dr. Thomas Adams
|
PROPOSAL 3
APPROVAL OF AN
AMENDMENT TO THE COMPANY’S 2013 PLAN TO INCREASE THE RESERVATION OF COMMON STOCK FOR ISSUANCE THEREUNDER TO 2,500,000
SHARES FROM 40,536 SHARES
Our Board adopted
the 2013 Plan in June 2013. The Board initially authorized the issuance of up to 2,679 shares of common stock under the 2013
Plan. On December 2, 2014, our stockholders approved an increase in the authorized number of shares under the 2013 Plan to
11,607 shares. On December 14, 2016, our stockholders approved an increase in the authorized number of shares under the 2013
Plan to 13,750 shares. On February 21, 2018, our stockholders approved an increase in the authorized number of shares
under the 2013 Plan to 19,107 shares. On May 2, 2019, our stockholders approved an increase in the authorized number of shares
under the 2013 Plan to 40,536 shares.
We are seeking stockholder
approval in order to amend the 2013 Plan to increase the total number of shares of our common stock available for issuance thereunder
to 2,500,000 shares.
Reasons
for the Proposed Amendment
As described
above, we are seeking stockholder approval of the amendment to increase the number of shares issuable pursuant to the 2013
Plan to 2,500,000 shares from 40,536 shares. As of June 12, 2020 there were zero shares remaining available for issuance
under the 2013 Plan. In determining the amount of the increase contemplated by the proposed amendment to the 2013 Plan, the
Board has taken into consideration the fact that, as of June 12, 2020, there were approximately 9,025,061 shares of our
common stock outstanding. If this amendment to the 2013 Plan is approved, the number of shares available for issuance under
the 2013 Plan would increase by 2,459,464 shares to 2,500,000 shares. The requested increase represents approximately 28% of
the outstanding shares of common stock and the total number of shares available for issuance under the 2013 Plan would
represent approximately 28% of our common stock as calculated.
For the year ended
December 31, 2019, the average burn rate at which shares of our common stock were granted under the 2013 Plan as a percentage
of average basic shares outstanding in that period was approximately 1%.
Total potential
dilution (as a percentage of shares of our common stock outstanding) associated with the 2,459,464 additional shares of our
common stock to be authorized under the 2013 Plan plus the 1,347,771 shares subject to outstanding awards under the 2013 Plan
(as of June 12, 2020) is 43%.
The historical burn
rate and the potential dilution described above may not be indicative of what the actual amounts are in the future. The 2013 Plan
does not contemplate the amount or timing of specific equity awards. The potential dilution is a forward-looking statement. Forward-looking
statements are not facts. Actual results may differ materially because of factors such as those identified in reports we have filed
with the Securities and Exchange Commission.
The purpose of this
increase is to continue to be able to attract, retain and motivate executive officers and other employees and certain consultants.
Upon stockholder approval, additional shares of common stock will be reserved for issuance under the 2013 Plan, which will enable
us to continue to grant equity awards to our officers, employees and consultants at levels determined by the Board to be necessary
to attract, retain and motivate the individuals who will be critical to our success in achieving its business objectives and thereby
creating greater value for all our stockholders. We have no current plans to make awards under the 2013 Plan.
Approval of the amendment
to the 2013 Plan will permit the Company to continue to use stock-based compensation to align stockholder and employee interests
and to motivate employees and others providing services to us or any of our subsidiaries.
The terms of the 2013
Plan are summarized below and the full text of 2013 Plan is set forth as Exhibit 10.1 to our Registration Statement on Form S-8
filed with the SEC on May 4, 2015. The full text of the proposed amendment to the 2013 Plan is set forth as Appendix A to
this proxy statement. It is intended that the 2013 Plan qualify as an incentive stock option plan meeting the requirements
of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).
Summary
of the 2013 Equity Incentive Plan
Employees, officers
and directors of, and consultants and advisors to us, and any subsidiary, are eligible to receive awards under the 2013 Plan at
the discretion of the Board or its designated committee. The Board, or a committee designated by the Board (for the purposes of
this Proposal 2, “Board” shall also refer to such a committee, if any), has authority to, among other things:
|
·
|
Determine the persons to whom, and the time or times
at which, options shall be granted and the number of shares of common stock to be subject to each option;
|
|
·
|
Designate options as incentive stock options or nonstatutory
stock options;
|
|
·
|
Determine the fair market value of shares of stock or
other property;
|
|
·
|
Determine the terms, conditions and restrictions applicable
to each option (which need not be identical) and any shares acquired upon the exercise thereof, including, without limitation,
(i) the exercise price of the option, (ii) the method of payment for shares purchased upon the exercise of the option;
(iii) the method for satisfaction of any tax withholding obligation arising in connection with the option or such shares,
including by the withholding or delivery of shares of stock, (iv) the timing, terms and conditions of the exercisability
of the option or the vesting of any shares acquired upon the exercise thereof, including the grants of options on an immediately
exercisable basis subject to repurchase restrictions in favor of us, (v) the time of the expiration of the option, (vi) the
effect of the optionee’s termination of service with us on any of the foregoing, and (vii) all other terms, conditions
and restrictions applicable to the option or such shares not inconsistent with the terms of the 2013 Plan;
|
|
·
|
Approve one or more forms of Option Agreement—Incentive
Stock Option and Option Agreement—Nonstatutory Stock Option;
|
|
·
|
Amend, modify, extend, cancel, renew, reprice or otherwise
adjust the exercise price of, or grant a new option in substitution for, any option or to waive any restrictions or conditions
applicable to any option or any shares acquired upon the exercise thereof;
|
|
·
|
Accelerate, continue, extend or defer the exercisability
of any option or the vesting of any shares acquired upon the exercise thereof, including with respect to the period following
an optionee’s termination of service with us;
|
|
·
|
Prescribe, amend or rescind rules, guidelines and policies
relating to the 2013 Plan, or to adopt supplements to, or alternative versions of, the 2013 Plan, including, without limitation,
as the Board deems necessary or desirable to comply with the laws of, or to accommodate the tax policy or custom of, foreign jurisdictions
whose citizens may be granted options; and
|
|
·
|
Correct any defect, supply any omission or reconcile
any inconsistency in the 2013 Plan or any option agreement and to make all other determinations and take such other actions with
respect to the 2013 Plan or any option as the Board may deem advisable to the extent consistent with the 2013 Plan and applicable
law.
|
Our employees and
directors, and consultants, and any parent corporation, or subsidiary are eligible to receive nonstatutory stock options and other
stock-based awards under the 2013 Plan. Only our employees, and any parent corporation or subsidiary, are eligible to receive incentive
stock options under the 2013 Plan.
Incentive stock options
may not be priced at less than 100% of the fair market value of our common stock on the date of grant (110% of fair market value
in the case of individuals holding 10% or more of our common stock). Except as otherwise determined by the Board, in the case of
nonstatutory options, the exercise price may not be less than 100% of the fair market value on the date of grant in accordance
with applicable law. The fair market value of our common stock on June 12, 2020, was $[__], based on the closing sale price of
our common stock as reported by The Nasdaq Capital Market on that date. The 2013 Plan provides that stock options and similar awards
may be issued with exercise periods of up to 10 years (except that no Incentive Stock Option granted to 10% owners of the
our common stock shall be exercisable after the expiration of five years after the effective date of grant of such option).
Payment of the exercise
price of options under the 2013 Plan may be made in the form of: (1) cash, check or cash equivalent; (2) by tender to
us, or attestation to ownership, of shares of common stock owned by the optionee having a fair market value not less than the exercise
price; (3) such other consideration as may be approved by the Board to the extent applicable by law; (4) or any combination
thereof, as determined by the Board.
In the event of termination
of employment or consulting relationship for any reason other than disability or death, the award recipient may exercise his or
her vested options within 90 days of the date of such termination. In the event of termination as a result of disability,
the award recipient may exercise his or her vested options within one year following the date of such termination but in any event
no later than the date of expiration of the option’s term. In the event of death, the award recipient’s estate may
exercise his or her vested options within one year following the date of death. Upon the occurrence of a “Change in Control”
(as defined in the 2013 Plan), the Board may, at its sole discretion, accelerate the vesting and exercisability of outstanding
options.
The Board has discretion
to grant other stock-based awards; provided, however, that no such awards may be made unless the terms of the 2013 Plan and the
awards are in compliance with Section 409A of the Code.
Transfers of awards
may not be made other than by will or by the laws of descent and distribution. During the lifetime of a participant, an award may
be exercised only by the participant to whom the award is granted.
New Plan Benefits
The following table
sets forth grants of stock options approved by our Board on April 3, 2020, that are contingent upon shareholder approval of this
Proposal 3.
Name and Position
|
Dollar Value
|
Number of Units (1)
|
|
|
|
Robert Foster, Chief Executive Officer and Director
|
(2)
|
380,000
|
John Cavan, Chief Financial Officer
|
(2)
|
215,000
|
Gary Jacob, Director
|
(2)
|
60,000
|
John Brancaccio, Director
|
(2)
|
60,000
|
Arnold Lippa, Director
|
(2)
|
60,000
|
Timothy Block, Director
|
(2)
|
60,000
|
Thomas Adams, Director
|
(2)
|
60,000
|
All current executive officers as a group
|
(2)
|
595,000
|
All current directors who are not executive officers as a group
|
(2)
|
300,000
|
|
(1)
|
Awards granted under the Plan to our executive officers
are discretionary and are not subject to set benefits or amounts under the terms of the 2013 Plan. Accordingly, except as noted
below, the benefits or amounts that will be received by or allocated to our executive officers under the 2013 Plan in the future
are not determinable. On April 3, 2020, the Compensation Committee of our Board of Directors approved the grant of stock options
under the 2013 Plan to certain of our current executive officers and directors, contingent upon shareholder approval of this Proposal
3. The number of units in the table above is the number of shares of our common stock subject to each option that is contingent
upon shareholder approval of this Proposal 3.
|
|
(2)
|
Each option was granted with an exercise price per share
of $1.63. The actual value realized upon exercise of an option will depend on the excess, if any, of the stock price over the
exercise price on the date of exercise.
|
Federal
Income Tax Consequences
The following is
a summary of the principal U.S. federal income tax consequences generally applicable to awards under the 2013 Plan. This summary
does not purport to consider all of the possible U.S. federal tax consequences of the awards and is not intended to reflect the
particular tax position of any award recipient. This summary is based upon the U.S. federal tax laws and regulations now in effect
and as currently interpreted and does not take into account possible changes in such tax laws or such interpretations, any of which
may be applied retroactively. Award recipients are strongly advised to consult their own tax advisors for additional information.
Grant of an Option The
grant of an option is not expected to result in any taxable income for the recipient as of the date of the grant, except that in
the event non-statutory options are granted with an exercise price lower than the then-current fair market value of the common
stock, the difference between the exercise price and the then-current fair market value may be treated as deferred compensation
income recognized as of the date the non-statutory options are granted.
Exercise of Incentive
Stock Option The holder of an incentive stock option generally will have no taxable income upon exercising
the option (except that a tax liability may arise pursuant to the alternative minimum tax), and the Company will not be entitled
to a tax deduction.
Exercise of Nonqualified
Stock Option Generally, subject to Code Section 409A, upon exercising a nonqualified stock option,
the award recipient must recognize ordinary income equal to the excess of the fair market value of the shares of v acquired on
the date of exercise over the exercise price. The income will be treated as compensation income subject to payroll and withholding
tax obligations. The Company would be entitled to a compensation deduction in the amount of income recognized by the award recipient.
Disposition of
Shares Acquired Through an Option The tax consequence to a holder of an option upon a disposition of
shares acquired through the exercise of an option will depend on how long the shares have been held and upon whether such shares
were acquired by exercising an incentive stock option or by exercising a nonqualified stock option.
Generally, the disposition
of shares which were acquired by exercise of an incentive stock option will be taxable as long-term capital gain or loss if the
award recipient disposes of the shares more than two years after the option was granted and at least one year after exercising
the option. If the award recipient fails to satisfy the holding period requirements for treatment as an incentive stock option,
a disposition will result in any gain being treated as compensation income subject to ordinary tax rates. If the award recipient
is still an employee of the Company at the time of the disposition, the amount of gain treated as compensation will also be subject
to payroll and withholding taxes.
If an award recipient
disposes of shares acquired through the exercise of a nonqualified option, any gain or loss will be treated as a capital gain or
loss. To the extent such shares have been held for at least one year after exercise of the nonqualified option, the gain or loss
will be treated as long-term capital gain or loss.
Generally, there will
be no tax consequence to us in connection with the disposition of shares acquired under an option, except that we may be entitled
to a tax deduction in the case of the disposition of shares acquired under an incentive stock option before the applicable incentive
stock option holding periods set forth in the Code have been satisfied.
The grant by the Board
of other stock-based awards may have varying tax consequences to award recipients. Grants made pursuant to the 2013 Plan may be
subject to Code Section 409A and plan administration may have to conform to Code Section 409A. Failure to comply with
Code Section 409A, if applicable, will result in acceleration of income and imposition of penalties and interest to award
recipients.
Application of
Section 16 of the Securities Exchange Act of 1934 Special rules may apply in the case of individuals
subject to Section 16 of the Securities Exchange Act of 1934, as amended. In particular, unless a special election is made
pursuant to the Code, shares received pursuant to the exercise of a stock option may be treated as restricted as to transferability
and subject to a substantial risk of forfeiture for a period of up to six months after the date of exercise. Accordingly, the amount
of any ordinary income recognized, and the amount of our tax deduction, are determined as of the end of such period.
Delivery of Shares
to Satisfy Tax Obligation Under the 2013 Plan, participants may deliver shares of common stock (either
shares received upon the receipt or exercise of the award or shares previously owned by the holder of the option) to us to satisfy
federal and state tax obligations unless the Board provides to the contrary in the award agreement.
Vote Required
The affirmative vote
of a majority of the shares of voting capital present or represented by proxy and entitled to vote at the Annual Meeting will be
required to amend our 2013 Plan. Abstentions will be counted toward the tabulation of votes cast on this proposal and will have
the same effect as negative votes. Broker Non-Votes will have no effect on this proposal as brokers or other nominees are not entitled
to vote on such proposal in the absence of voting instructions from the beneficial owner.
Board Recommendation
OUR BOARD UNANIMOUSLY
RECOMMENDS THAT THE STOCKHOLDERS VOTE TO AMEND THE 2013 PLAN TO INCREASE THE RESERVATION OF COMMON STOCK FOR ISSUANCE THEREUNDER
2,500,000 SHARES FROM 40,536 SHARES.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table contains compensation
information for our Chief Executive Officer and certain other executives who were the most highly compensated executive officers
for the years ended December 31, 2019 and 2018.
Name & Principal Position
|
|
Year
|
|
|
Salary
|
|
|
Bonus(1)
|
|
|
Stock In Lieu of Cash Bonus
|
|
|
Options
granted(2)
|
|
|
Non-equity
incentive plan
compensation(1)(3)
|
|
|
Other
|
|
|
Total
|
|
Dr. Robert Foster.
|
|
|
December 2019
|
|
|
$
|
400,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
21,102
|
|
|
$
|
200,000
|
|
|
$
|
—
|
|
|
$
|
621,102
|
|
Chief Executive Officer
|
|
|
December 2018
|
|
|
$
|
312,345
|
|
|
$
|
—
|
|
|
$
|
62,244
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
374,589
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John Cavan.
|
|
|
December 2019
|
|
|
$
|
291,136
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12,635
|
|
|
$
|
72,917
|
|
|
$
|
—
|
|
|
$
|
376,688
|
|
Chief Financial Officer
|
|
|
December 2018
|
|
|
$
|
274,827
|
|
|
$
|
—
|
|
|
$
|
64,007
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
338,834
|
|
|
(1)
|
Bonus and non-equity incentive compensation amounts are for performance during the years ended December 31, 2019 and 2018,
whether or not paid in the year the compensation was earned.
|
|
(2)
|
Our named executive officers will only realize compensation to the extent the fair market
value of our common stock is greater than the exercise price of such stock options. The grant date fair value of option
awards granted in 2019 is in accordance with ASC Topic 718, or ASC 718. For information regarding assumptions underlying the
valuation of equity awards, see Note 10 contained in the Annual Report on Form 10-K for the year ended December 31,
2019.
|
|
(3)
|
Represents cash incentive payments earned based upon the achievement of corporate objectives established by our Board of Directors
for performance during the years ended December 31, 2019 and 2018.
|
Employment Agreements
On December 12, 2018, we entered into an
Executive Agreement (the “Foster Agreement”) with Dr. Robert Foster, our Chief Executive Officer. The term of
the Foster Agreement commenced on October 1, 2018 and will continue until October 1, 2021, following which time the Foster Agreement
will be automatically renewed for successive one year periods at the end of each term, unless either party delivers written notice
to the other party of their intent to not renew the Foster Agreement. Pursuant to the Foster Agreement, Dr. Foster’s
current base compensation is $400,000 per year. Dr. Foster is eligible to receive a cash bonus of up to 50% of his base salary
per year based on meeting certain performance objectives and bonus criteria.
If Dr. Foster’s employment is
terminated by us for cause or as a result of Dr. Foster’s death or permanent disability, or if Dr. Foster terminates
his the Foster Agreement voluntarily without Good Reason (as defined in the Foster Agreement), Dr. Foster will be entitled
to receive a lump sum equal to (i) any portion of unpaid base compensation then due for periods prior to termination, (ii) any
bonus earned but not yet paid, and (iii) all business expenses reasonably and necessarily incurred by Dr. Foster prior
to the date of termination. If Dr. Foster’s employment is terminated by us without cause or by Dr. Foster for Good
Reason, Dr. Foster will be entitled to receive the amounts due upon termination of his employment by us for cause or as a
result of his death or permanent disability, or upon termination by Dr. Foster of his employment voluntarily without Good
Reason, in addition to (provided that Dr. Foster executes a written release with respect to certain matters) a severance payment
equal to his base compensation for 12 months from the date of termination and reimburse Dr. Foster’s payment of
COBRA premiums for 12 months from the date of termination. In addition, if Dr. Foster’s employment is terminated: (a) by
us without cause within 6 months prior to a change of control (as defined in the Foster Agreement) that was pending during
such 6 month period, (b) by Mr. Foster for Good Reason within 12 months after a change of control, or (c) by
us without cause at any time upon or within 12 months after a change of control, Dr. Foster would be entitled to receive
the amounts due upon termination of his employment by us for cause or as a result of his death or permanent disability, or upon
termination by Dr. Foster voluntarily without Good Reason, provided, if Dr. Foster executes a written release with respect
to certain matters, he will be entitled to a severance payment equal to his base compensation for 12 months from the date
of termination and reimbursement of his payment of COBRA premiums for 12 months from the date of termination. In addition,
all of Dr. Foster’s unvested stock options and other equity awards would immediately vest and become fully exercisable
(x) in the event a change of control transaction is pending, for a period of six months following the date of termination,
and (y) in the event a change of control transaction is not then pending, for the period of time set forth in the applicable
agreement evidencing the award.
Outstanding Equity Awards as
of December 31, 2019
|
|
Number of Securities
|
|
|
|
|
|
|
|
|
|
Underlying Unexercised
|
|
|
Option
|
|
|
Option
|
|
|
|
Options (#)
|
|
|
Exercise
|
|
|
Expiration
|
|
Name
|
|
Exercisable
|
|
|
Unexercisable
|
|
|
Price ($)
|
|
|
Date(1), (2)
|
|
Dr. Robert Foster
|
|
|
134
|
|
|
|
45
|
|
|
|
515.20
|
|
|
|
6/10/2026
|
|
Chief Executive Officer
|
|
|
9,700
|
|
|
|
—
|
|
|
|
3.24
|
|
|
|
7/29/2029
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John Cavan
|
|
|
134
|
|
|
|
45
|
|
|
|
677.60
|
|
|
|
4/1/2026
|
|
Chief Financial Officer
|
|
|
34
|
|
|
|
—
|
|
|
|
616.00
|
|
|
|
8/26/2026
|
|
|
|
|
18
|
|
|
|
9
|
|
|
|
324.80
|
|
|
|
7/20/2027
|
|
|
|
|
5,820
|
|
|
|
—
|
|
|
|
3.24
|
|
|
|
7/24/2029
|
|
Director Compensation
During year ended December 31, 2019,
our non-employee directors received the following compensation for their services on the Board and its committees:
Name
|
|
Cash Fees
|
|
Option
Awards(1)
|
|
Total
|
|
Gary S. Jacob(2)
|
|
$
|
38,000
|
|
$
|
—
|
|
$
|
38,000
|
|
John P. Brancaccio(3)
|
|
59,000
|
|
—
|
|
59,000
|
|
Arnold Lippa(4)
|
|
55,500
|
|
—
|
|
41,625
|
|
Timothy Block(5)
|
|
44,400
|
|
—
|
|
55,500
|
|
Thomas Adams(6)
|
|
50,500
|
|
—
|
|
50,500
|
|
As of December 31, 2019,
we have recorded a liability of $116,600 related to director fees, of which $116,600 was paid in January 2020.
|
(1)
|
4,850 option awards were issued during the year ended December 31, 2019.
|
|
(2)
|
As of December 31, 2019, Dr. Jacob held 2,782 option awards of which 2,782 are exercisable.
|
|
(3)
|
As of December 31, 2019, Mr. Brancaccio held 1,328 option awards of which 1,328 are exercisable.
|
|
(4)
|
As of December 31, 2019, Dr. Lippa held 1,273 option awards of which 1,273 grants are exercisable.
|
|
(5)
|
As of December 31, 2019, Dr. Block held 1,108 option awards of which 1,108 are exercisable.
|
|
(6)
|
As of December 31, 2019, Dr. Adams held 1,050 option awards of which 1,050 are exercisable.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS
AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
The following table
sets forth certain information regarding beneficial ownership of shares of our common stock as of June 12, 2020 by (i) each
person known to beneficially own more than 5% of our outstanding common stock, (ii) each of our directors, (iii) each
of our named executive officers, and (iv) all of our directors and executive officers as a group. Except as otherwise indicated,
the persons named in the table below have sole voting and investment power with respect to all shares beneficially owned, subject
to community property laws, where applicable.
Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and includes
voting or investment power with respect to the securities. Shares of common stock that may be acquired by an individual or
group within 60 days of June 12, 2020, pursuant to the exercise of options or warrants, are deemed to be outstanding for the
purpose of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purpose
of computing the percentage ownership of any other person shown in the table. Percentage of ownership is based on 9,025,061
shares of common stock outstanding on June 12, 2020.
Except as indicated in footnotes to this table, we believe that the stockholders
named in this table have sole voting and investment power with respect to all shares of common stock shown to be beneficially
owned by them, based on information provided to us by such stockholders. Unless otherwise indicated, the address for each
director and executive officer listed is: c/o Hepion Pharmaceuticals, Inc., 399 Thornall Street, First Floor, Edison, New
Jersey 08837.
Beneficial Owner
|
|
Number of
Shares
Beneficially
Owned
|
|
Shares of
common
stock
issuable upon
exercise of
stock options
|
|
Shares of
common
stock
issuable upon
exercise of
warrants
|
|
Percentage of
Common
Stock
Beneficially
Owned
|
|
Directors and Executive Officers
|
|
|
|
|
|
|
|
|
|
John Cavan
|
|
300
|
|
231
|
|
123
|
|
*
|
|
Dr. Robert Foster
|
|
259
|
|
179
|
|
—
|
|
*
|
|
Gary S. Jacob
|
|
59
|
|
2,782
|
|
123
|
|
*
|
|
John Brancaccio
|
|
4
|
|
1,328
|
|
25
|
|
*
|
|
Timothy Block
|
|
—
|
|
1,108
|
|
—
|
|
*
|
|
Arnold Lippa
|
|
—
|
|
1,273
|
|
123
|
|
*
|
|
Thomas Adams
|
|
—
|
|
1,050
|
|
—
|
|
*
|
|
All current executive officers and directors as a group (7 persons)
|
|
622
|
|
7,951
|
|
394
|
|
*
|
|
* less than one percent.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The following is a
description of transactions or series of transactions since January 1, 2019 or any currently proposed transaction, to which
we were or are to be a participant and in which the amount involved in the transaction or series of transactions exceeds $120,000,
and in which any of our directors, executive officers or persons who we know hold more than five percent of any class of our capital
stock, including their immediate family members, had or will have a direct or indirect material interest, other than compensation
arrangements with our directors and executive officers.
None
DELINQUENT SECTION 16(A) REPORTS
Section 16(a) of the
Exchange Act requires our directors, executive officers and holders of more than 10% of our common stock to file with the SEC initial
reports of ownership and reports of changes in the ownership of our common stock and other equity securities. Such persons are
required to furnish us copies of all Section 16(a) filings. Based solely upon a review of the copies of the forms furnished to
us, we believe that our officers, directors and holders of more than 10% of our common stock complied with all applicable filing
requirements.
OTHER MATTERS
We have no knowledge
of any other matters that may come before the Annual Meeting and do not intend to present any other matters. However, if any other
matters shall properly come before the Annual Meeting or any adjournment or postponement thereof, the persons soliciting proxies
will have the discretion to vote as they see fit unless directed otherwise.
We will bear the cost
of soliciting proxies in the accompanying form. In addition to the use of the mailings, proxies may also be solicited by our directors,
officers or other employees, personally or by telephone, facsimile or email, none of whom will be compensated separately for these
solicitation activities.
If you do not plan
to attend the Annual Meeting, in order that your shares may be represented and in order to assure the required quorum, please sign,
date and return your proxy promptly. In the event you are able to attend the Annual Meeting, at your request, we will cancel your
previously submitted proxy.
ADDITIONAL INFORMATION
Householding
The SEC has adopted
rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for Proxy Availability
Notice or other Annual Meeting materials with respect to two or more stockholders sharing the same address by delivering a single
Notice or other Annual Meeting materials addressed to those stockholders. This process, which is commonly referred to as householding,
potentially provides extra convenience for stockholders and cost savings for companies. Stockholders who participate in householding
will continue to be able to access and receive separate proxy cards.
This year, a number
of brokers with account holders who are our stockholders will be “householding” our proxy materials. A Notice or proxy
materials will be delivered in one single envelope to multiple stockholders sharing an address unless contrary instructions have
been received from one or more of the affected stockholders. Once you have received notice from your broker that they will be householding
communications to your address, householding will continue until you are notified otherwise or until you revoke your consent. If,
at any time, you no longer wish to participate in householding and would prefer to receive a separate Notice or proxy materials,
please notify your broker or call our Secretary at (732) 902-4000, or submit a request in writing to our Secretary, c/o Hepion
Pharmaceuticals, Inc., 399 Thornall Street, First Floor, Edison, NJ 08837. Stockholders who currently receive multiple copies
of the Notice or proxy materials at their address and would like to request householding of their communications should contact
their broker. In addition, we will promptly deliver, upon written or oral request to the address or telephone number above, a separate
copy of the Notice or proxy materials to a stockholder at a shared address to which a single copy of the documents was delivered.
Annual Reports and Form 10-K
Additional copies of
our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 may be obtained without charge by
writing to the Secretary, Hepion Pharmaceuticals, Inc., 399 Thornall Street, First Floor, Edison, NJ 08837.
|
By Order of the Board of Directors
|
|
|
|
/s/ GARY S. JACOB, PH.D.
|
|
Gary S. Jacob, Ph.D.
|
|
Chairman of the Board of Directors
|
June 12, 2020
APPENDIX A
HEPION PHARMACEUTICALS, INC.
AMENDMENT TO 2013 EQUITY INCENTIVE STOCK
OPTION PLAN
4. Stock Reserved for the Plan.
Subject to adjustment
as provided in Section 8 hereof, a total of 2,500,000 shares of the Company’s common stock, par value $0.0001 per share
(“Stock”), shall be subject to the Plan. The shares of Stock subject to the Plan shall consist of unissued shares,
treasury shares or previously issued shares held by any Subsidiary of the Company, and such number of shares of Stock shall be
and is hereby reserved for such purpose. Any of such shares of Stock that may remain unissued and that are not subject to outstanding
Options at the termination of the Plan shall cease to be reserved for the purposes of the Plan, but until termination of the Plan
the Company shall at all times reserve a sufficient number of shares of Stock to meet the requirements of the Plan. Should any
Option or award of Restricted Stock expire or be canceled prior to its exercise or vesting in full or should the number of shares
of Stock to be delivered upon the exercise or vesting in full of an Option or award of Restricted Stock be reduced for any reason,
the shares of Stock theretofore subject to such Option or Restricted Stock may be subject to future Options or Restricted Stock
under the Plan, except where such reissuance is inconsistent with the provisions of Section 162(m) of the Code where
qualification as performance-based compensation under Section 162(m) of the Code is intended.
PROXY CARD
HEPION PHARMACEUTICALS, INC.
PROXY FOR ANNUAL MEETING TO BE HELD ON
JULY 30, 2020
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
The undersigned hereby appoints, Robert
Foster, Ph.D. and John Cavan, and each of them, as proxies, each with full power of substitution, to represent and to vote all
the shares of common stock of Hepion Pharmaceuticals, Inc. (the “Company”), which the undersigned would
be entitled to vote, at the Company’s Annual Meeting of Stockholders to be held on July 30, 2020 and at any adjournments
thereof, subject to the directions indicated on this Proxy Card.
In their discretion, the proxy is authorized
to vote upon any other matter that may properly come before the meeting or any adjournments thereof.
THIS PROXY WILL BE VOTED IN ACCORDANCE
WITH THE SPECIFICATIONS MADE, BUT IF NO CHOICES ARE INDICATED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES AND FOR
THE PROPOSALS LISTED ON THE REVERSE SIDE.
This proxy is governed by the laws of the
State of Delaware.
IMPORTANT—This Proxy must be signed
and dated on the reverse side.
Important Notice Regarding the Availability
of Proxy Materials for the Annual Meeting of Stockholders to Be Held on July 30, 2020 at 9:00 am local time at the Company’s
offices located at 399 Thornall Street, First Floor, Edison, NJ 08837. The proxy statement and the 2019 Annual Report on Form 10-K are
available at www.pstvote.com/hepion2020.
THIS IS YOUR PROXY
YOUR VOTE IS IMPORTANT!
Dear Stockholder:
We cordially invite you to attend the Annual
Meeting of Stockholders of Hepion Pharmaceuticals, Inc. to be held at the Company’s offices located at 399 Thornall
Street, First Floor, Edison, NJ 08837, on July 30, 2020, beginning at 9:00 a.m. local time.
Please read the proxy statement which describes
the proposals and presents other important information, and complete, sign and return your proxy promptly in the enclosed envelope.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
“FOR” PROPOSALS 1-3
1. Election of Directors Nominees
|
|
FOR
|
|
WITHHOLD
|
|
|
|
|
|
01- Gary S. Jacob, Ph.D.
|
|
¨
|
|
¨
|
02- Robert Foster, Ph.D.
|
|
¨
|
|
¨
|
03- John P. Brancaccio
|
|
¨
|
|
¨
|
04- Thomas Adams, Ph.D.
|
|
¨
|
|
¨
|
05- Timothy Block, Ph.D.
|
|
¨
|
|
¨
|
06- Arnold Lippa, Ph.D.
|
|
¨
|
|
¨
|
|
|
|
|
|
2. Proposal to ratify BDO USA, LLP as the Company’s independent registered public accountants for fiscal year ending December 31, 2020.
|
|
FOR
¨
|
AGAINST
¨
|
ABSTAIN
¨
|
|
|
|
|
|
3. Proposal to approve an amendment to the Company’s 2013 Equity Incentive Plan to increase the number of shares issuable thereunder to 2,500,000 shares from 40,536 shares.
|
|
FOR
¨
|
AGAINST
¨
|
ABSTAIN
¨
|
Important: Please sign exactly as name appears on this
proxy. When signing as attorney, executor, trustee, guardian, corporate officer, etc., please indicate full title.
|
Dated:
|
, 2020
|
|
|
|
Signature
|
|
|
|
|
|
Name (printed)
|
|
|
|
|
|
Title
|
|
VOTING INSTRUCTIONS
You may vote your proxy in the following ways:
Login to www.pstvote.com/hepion2020
Enter your control number (12 digit number
located below)
Philadelphia Stock Transfer, Inc.
2320 Haverford Rd., Suite 230
Ardmore, PA 19003
CONTROL NUMBER:
You may vote by Internet 24 hours a day,
7 days a week. Internet voting is available through 11:59 p.m.,
prevailing time, on July 29, 2020.
Hepion Pharmaceuticals (PK) (USOTC:CTRVP)
過去 株価チャート
から 7 2024 まで 8 2024
Hepion Pharmaceuticals (PK) (USOTC:CTRVP)
過去 株価チャート
から 8 2023 まで 8 2024