Hepion Pharmaceuticals, Inc.

Previous wording

On February 25, 2026, we entered into an intellectual property license agreement with Cirna Diagnostics, LLC (“Cirna”) pursuant to which we licensed certain liver disease diagnostic assets from Cirna. We will pay an upfront payment of $50,000 as well as certain patent expenses, up to $2,350,000 in milestone payments, up to $4,500,000 in sales milestone payments and a royalty payment on net sales in the low single digits. We accounted for this transaction as an asset acquisition. The total consideration of $70,000 (upfront payment and certain patent expenses) was allocated to purchased in-process research and development, and it was expensed upon the completion of the transaction. We did not recognize any contingent consideration (milestone payments) given the low probability of meeting those targets. Royalties will be recognized when earned.

Current wording

On February 25, 2026, we entered into an intellectual property license agreement with Cirna Diagnostics, LLC (“Cirna”) pursuant to which we licensed certain liver disease diagnostic assets from Cirna. We paid an upfront payment of $70,000 during the six months ended June 30, 2026 and will pay up to $2,350,000 in milestone payments, up to $4,500,000 in sales milestone payments and a royalty payment on net sales in the low single digits. We accounted for this transaction as an asset acquisition. The total upfront consideration of $70,000 was allocated to purchased in-process research and development, and was expensed upon the completion of the transaction. We did not recognize any contingent consideration (milestone payments) given the low probability of meeting those targets. Royalties will be recognized when earned.

Previous wording

From inception through March 31, 2026, we have an accumulated deficit of $246.9 million, and we have not generated any revenue from operations.

Current wording

From inception through June 30, 2026, we have an accumulated deficit of $248.2 million, and we have not generated any revenue from operations.

Previous wording

During the three months ended March 31, 2026, there were no significant changes to our critical accounting estimates from those described in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in the Annual Report on Form 10-K for the year ended December 31, 2025.

Current wording

During the six months ended June 30, 2026, there were no significant changes to our critical accounting estimates from those described in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in the Annual Report on Form 10-K for the year ended December 31, 2025.

Previous wording

We had no revenues during the three months ended March 31, 2026 and 2025, respectively, because we have not commercialized any of our medical diagnostic products and we do not expect to have such products for several years, if at all.

Current wording

We had no revenues during the three months ended June 30, 2026 and 2025, because we have not commercialized any of our medical diagnostic products and we do not expect to have such products for several years, if at all.

Previous wording

General and administrative expenses for the three months ended March 31, 2026 and 2025 was $0.7 million and $1.3 million, respectively. The decrease of $0.5 million was primarily due to a $0.4 million decrease in legal fees and accounting fees, $0.1 million decrease in insurance, and $0.2 million decrease in consulting and outside services. These increases were partially offset by a $0.2 million increase in severance.

Current wording

General and administrative expenses for the six months ended June 30, 2026 and 2025 were approximately $1.9 million and $2.2 million, respectively. The decrease of approximately $0.3 million was primarily due to a $0.5 million decrease in legal and accounting fees and $0.4 million decrease in consulting and outside services. These decreases were partially offset by a $0.6 million increase in personnel costs of our general and administrative employees, including severance of $0.2 million.

Previous wording

On April 21, 2026, we entered into securities purchase agreements (the “Agreements”) with certain accredited investors (the “Investors”) pursuant to which the Company agreed to sell and issue to the Investors in a private placement offering (the “Offering”), an aggregate offering of 17,500,000 shares of common stock, par value $0.0001 per share at an offering price of $0.04 per share for gross proceeds of $700,000. The Offering closed on April 21, 2026. Approximately $250,000 of the $700,000 was received prior to March 31, 2025, and is recorded as a subscription liability.

Current wording

On April 21, 2026, we entered into securities purchase agreements with certain accredited investors pursuant to which the Company agreed to sell and issue an aggregate of 17,500,000 shares of Common Stock in a private placement offering at an offering price of $0.04 per share for gross proceeds of $700,000. The Offering closed on April 21, 2026.

Previous wording

We have no products approved for commercial sale in the United States. However, with the assets related to the New Day licensing agreement, there are three products that have CE marks and are eligible to be sold in the European Union (“EU”) and certain eligible markets that accept the CE mark, with the notable exception of the United States at the present time but we cannot guarantee when and how much revenue will be generated from those products. To date, we have devoted substantially all of our resources to organizing and staffing our company, business planning, raising capital, undertaking preclinical studies and clinical trials of our product candidate. As a result, we are not profitable and have incurred losses in each period since our inception in 2013. As of March 31, 2026, we had an accumulated deficit of $246.9 million. We expect to continue to incur significant losses for the foreseeable future.

Current wording

We have no products approved for commercial sale in the United States. To date, we have devoted substantially all of our resources to organizing and staffing our company, business planning, raising capital, undertaking preclinical studies and clinical trials of our former product candidates. As a result, we are not profitable and have incurred losses in each period since our inception in 2013. As of June 30, 2026, we had an accumulated deficit of $248.2 million. We expect to continue to incur significant losses for the foreseeable future.

Previous wording

A change in the outcome of any of these or other variables with respect to the development of any of our current and future product candidates could significantly change the costs and timing associated with the development of that product candidate. Furthermore, our operating plans may change in the future, and we will need additional funds to meet operational needs and capital requirements associated with such operating plans.

Current wording

A change in the outcome of any of these or other variables with respect to the development of any of our future product candidates could significantly change the costs and timing associated with the development of that product candidate. Furthermore, our operating plans may change in the future, and we will need additional funds to meet operational needs and capital requirements associated with such operating plans.

Previous wording

As of March 31, 2026, we had working capital of $2.0 million compared to working capital of $2.8 million as of December 31, 2025. The decrease of $0.8 million in working capital isprimarily due to operating costs incurred during the period.

Current wording

As of June 30, 2026, we had working capital of $1.4 million compared to working capital of $2.8 million as of December 31, 2025. The decrease of $1.4 million in working capital is primarily due to operating costs incurred during the period.

Previous wording

As of March 31, 2025, we had $4.6 million in cash. Net cash used in operating activities was $1.1 million for the three months ended March 31, 2025 consisting primarily of our net loss of $6.1 million, adjusted non-cash charges of $4.8 million, including $20,783 for stock-based compensation, and $4.8 million in change in fair value of derivative warrants. Changes in working capital accounts had a positive impact of $0.2 million on cash primarily due to an increase in accounts payable and accrued expenses.

Current wording

Net cash used in operating activities was $2.5 million for the six months ended June 30, 2025, consisting primarily of our net loss of $7.1 million, adjusted for non-cash charges of $4.5 million, including $4.1 million in change in fair value of derivative warrants and $0.4 million in asset impairment loss. Changes in operating assets and liabilities increased by $0.1 million.

Previous wording

There was no cash provided by or used in investing activities during the three months ended March 31, 2026 and 2025.

Current wording

There was no cash provided by or used in investing activities during the six months ended June 30, 2026. Net cash used in investing activities was $0.1 million for the six months ended June 30, 2025 related to the acquisition of licenses from New Day Diagnostics.

Previous wording

Net cash provided by financing activities was $5.3 million for the three months ended March 31, 2025, due primarily to$8.2M net proceeds received from the exercise of the warrants and equity issuance offset by $2.9 million payment on notes payable.

Current wording

Net cash provided by financing activities was $5.3 million for the six months ended June 30, 2025, due primarily to $8.2 million in net proceeds received from the exercise of the warrants and equity issuance offset by $2.9 million payment on notes payable.