Material Agreement, Financial Obligation, Private Placement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On September 3, 2026, Hepion Pharmaceuticals, Inc. (the "Company") entered into a convertible note purchase agreement (the "Agreement") with Gravitas Capital LP ("Gravitas") pursuant to which the Company issued a $500,000 secured convertible note (the "Note") to Gravitas along with a warrant to purchase 12,500,000 shares of Common Stock of the Company (the "Warrant"). The Note bears interest at 8% per annum, payable in kind and has a maturity date of September 3, 2027. In addition, the Note is convertible at any time on or after September 3, 2026 upon stockholder approval of an increase in the authorized shares of the Company's Common Stock at the option of Gravitas at a conversion price of $0.04 per share. The Warrant is exercisable on or after September 3, 2026 upon stockholder approval of an increase in the authorized shares of the Company's Common Stock (the "Initial Exercise Date") and on or prior to the close of business at 5:00 p.m. (New York City time) on September 3, 2031at an exercise price of $0.06 per share. In addition, the Company and Gravitas entered into a convertible note security agreement (the "Security Agreement") pursuant to which the Note is secured by all of the assets of the Company.

The Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, other obligations of the parties and termination provisions.

The foregoing descriptions of the Note, the Warrant, the Agreement and the Security Agreement do not purport to be complete and is qualified in its entirety by reference to the full text of the Note, the Warrant, the Agreement and the Security Agreement, copies of which are filed as Exhibit 4.1, 4.2, 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above under Item 1.01 is incorporated herein by reference.

Item 3.02 Unregistered Sale of Equity Securities.

The information set forth above under Item 1.01 is incorporated herein by reference.