Hepion Pharmaceuticals Inc

HEPION PHARMACEUTICALS, INC.

FORM 10-Q

TABLE OF CONTENTS

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q for Hepion Pharmaceuticals, Inc. may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements are characterized by future or conditional verbs such as “may,” “will,” “expect,” “intend,” “anticipate,” believe,” “estimate” and “continue” or similar words. You should read statements that contain these words carefully because they discuss future expectations and plans, which contain projections of future results of operations or financial condition or state other forward-looking information. Such statements are only predictions and our actual results may differ materially from those anticipated in these forward-looking statements. We believe that it is important to communicate future expectations to investors. However, there may be events in the future that we are not able to accurately predict or control. Factors that may cause such differences include, but are not limited to, those discussed under Item 1A. Risk Factors and elsewhere in the audited consolidated financial statements as of and for the year ended December 31, 2023 contained in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 16, 2024, as well as under Item 1A . Risk Factors within this Form 10-Q. These factors include the uncertainties associated with:

•our ability to successfully implement our strategic alternatives or realize any or all of the anticipated benefits once implemented;

•our ability to raise substantial additional capital to continue as a going concern and fund our planned operations in the near term and our strategic alternatives in the longer term;

•our ability to successfully consummate any strategic transactions, including, but not limited to, an acquisition, merger, reverse merger, sale of assets, strategic partnerships, capital raises or other transactions;

•estimates regarding our expenses, use of cash, timing of future cash needs and anticipated capital requirements;

•our ability to license additional intellectual property to support our strategic alternatives or out-license our intellectual property;

•our ability to enter into partnerships or strategic collaboration agreements and our ability to achieve the results and potential benefits contemplated from relationships with collaborators;

•our expectation of developments and projections relating to competition from other pharmaceutical and biotechnology companies or our industry;

•the anticipated amount, timing and accounting of liabilities, milestones and other payments, collaboration or acquisition agreements, research and development costs and other expenses;

•our ability to remain listed on the Nasdaq Capital Market; and

•our intellectual property position, including the strength and enforceability of our intellectual property rights.

We do not assume any obligation to update forward-looking statements as circumstances change and thus you should not unduly rely on these statements. Cautionary Note Regarding Forward-Looking Statements.