Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Hepion Pharmaceuticals, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
426897401 (CUSIP Number) |
Gary Stetz c/o Hepion Pharmaceuticals, inc.,, 34 Shrewsbury Ave., Suite 1D Red Bank, NJ, 07701 (732) 902-4000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/03/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 426897401 |
| 1 |
Name of reporting person
Gary Stetz | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
5,250,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
5.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) The percentage reported in row 13 above is calculated with a numerator of 5,250,000 shares beneficially owned by the reporting person including 2,000,000 shares of common stock issuable upon exercise of warrants and a denominator of 90,219,317 shares of Common Stock outstanding as of August 10, 2026.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share |
| (b) | Name of Issuer:
Hepion Pharmaceuticals, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
c/o Hepion Pharmaceuticals, Inc., 34 Shrewsbury Ave., Suite 1D, Red Bank,
NEW JERSEY
, 07701. |
| Item 2. | Identity and Background |
| (a) | This Statement is being filed on behalf of Gary Stetz (the "Reporting Person"). |
| (b) | The business address of the Reporting Person is 34 Shrewsbury Ave, Red Bank, NJ 07701. |
| (c) |
Mr. Stetz is a director and interim Chief Executive Officer of the Issuer. |
| (d) | No |
| (e) | No |
| (f) | Mr. Stetz is a citizen of the United States of America. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The aggregate purchase price of the shares of Common Stock beneficially owned by the Reporting Person was approximately $150,000.00. On April 21, 2026 the Reporting Person acquired 1,250,000 shares of Common Stock of the Issuer pursuant to a Securities Purchase Agreement dated April 21, 2026 for an aggregate purchase price of $50,000. On July 31, 2026, the Reporting Person acquired 2,000,000 shares of Common Stock of the Issuer and one warrant to purchase 2,000,000 shares of Common Stock of the Issuer pursuant to a Securities Purchase Agreement dated July 31, 2026 for an aggregate purchase price of $100,000. The warrant is immediately exercisable at $0.06 per share, subject to the Beneficial Ownership Limitation contained therein. | |
| Item 4. | Purpose of Transaction |
The Common Stock owned by the Reporting Person was acquired for investment purposes. The Reporting Person may make further acquisitions of the Common Stock from time to time. Except for the foregoing, the Reporting Person has no plans or proposals which relate to, or could result in, any of the matters referred to in Item 4 of Schedule 13D. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | See response to Item 5(a) on the cover page for the Reporting Person. |
| (b) | See responses to Item 5(b) on the cover page for the Reporting Person. |
| (c) | On July 31, 2026, the Reporting Person acquired 2,000,000 shares of Common Stock of the Issuer and one warrant to purchase 2,000,000 shares of Common Stock of the Issuer pursuant to a Securities Purchase Agreement dated July 31, 2026 for an aggregate purchase price of $100,000. Except as described above, the Reporting Person has not effected any transaction in the Common Stock during the past sixty days. |
| (d) | No person other than the Reporting Person is known to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the securities reported herein. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Other than as described herein, the Reporting Person does not have any contracts, arrangements, understandings or relationships with respect to the securities of the Issuer. | |
| Item 7. | Material to be Filed as Exhibits. |
None |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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