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.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
|
Hepion Pharmaceuticals, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
426897401 (CUSIP Number) |
Vincent LoPriore 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) |
04/21/2026 (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
Gravitas Capital LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,000,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
17.17 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
(1) The percentage reported in row 13 above is calculated with a numerator of 5,000,000 shares beneficially owned by the reporting person and a denominator of 29,119,317 shares of Common Stock outstanding as of April 21, 2026.
SCHEDULE 13D
|
| CUSIP No. | 426897401 |
| 1 |
Name of reporting person
Invictus Capital Advisors Pension Plan | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,250,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.29 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) The percentage reported in row 13 above is calculated with a numerator of 1,250,000 shares beneficially owned by the reporting person and a denominator of 29,119,317 shares of Common Stock outstanding as of April 21, 2026.
SCHEDULE 13D
|
| CUSIP No. | 426897401 |
| 1 |
Name of reporting person
Vincent LoPriore | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 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)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,250,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
21.46 % | ||||||||
| 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 6,250,000 shares beneficially owned by the reporting person and a denominator of 29,119,317 shares of Common Stock outstanding as of April 21, 2026. Vincent LoPriore is the Managing Member of Gravitas Capital LP and in such capacity has the right to vote and dispose of the 5,000,000 shares of Common Stock held by Gravitas Capital LP. Mr. LoPriore is the trustee and beneficiary of the Invictus Capital Advisors Pension Plan (the "Pension Plan") and in such capacity has the right to vote and dispose of the 1,250,000 shares of Common Stock held by the Pension Plan.
SCHEDULE 13D
|
| 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 jointly on behalf of (i) Vincent LoPriore (ii) Gravitas Capital LP and (iii) Invictus Capital Advisors Pension Plan (the "Pension Plan" and together with Gravitas Capital LP and Mr. LoPriore, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of all securities reported in this Statement except to the extent of such Reporting Persons pecuniary interests therein, other than those securities reported herein as being held directly by such Reporting Persons. |
| (b) | The business address of each of the Reporting Persons is 34 Shrewsbury Ave, Red Bank, NJ 07701. |
| (c) | Mr. LoPriore is the Executive Chairman of the Issuer. Vincent LoPriore is the Managing Member of Gravitas Capital LP. He is also the trustee and beneficiary of the Pension Plan. |
| (d) | No |
| (e) | No |
| (f) | Mr. LoPriore is a citizen of the United States of America. Gravitas Capital LP is a Delaware limited partnership. The Pension Plan is organized under the laws 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 each of the Reporting Person was approximately $250,000.00. | |
| Item 4. | Purpose of Transaction |
The Common Stock owned by each of the Reporting Persons has been 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 Persons have 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 responses to Items 11 and 13 on the cover pages for each Reporting Person. |
| (b) | See responses to Items 7, 8, 9 and 10 on the cover pages for each Reporting Person. |
| (c) | Not applicable. |
| (d) | Not applicable. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Other than as described herein, each of the Reporting Persons do not have any contracts, arrangements, understandings or relationships with respect to the securities of the Issuer. | |
| Item 7. | Material to be Filed as Exhibits. |
Joint Filing Agreement dated May 1, 2026 |
| 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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