SCHEDULE: Bigger Capital Fund Discloses 9.99% Stake in Hepion Pharmaceuticals Before Selling All Shares

Bigger Capital Fund, along with its general partner and managing member, reported a 9.99% beneficial ownership in Hepion Pharmaceuticals before selling all shares, excluding those issuable upon warrant exercise, by January 24, 2025.

Summary

• Bigger Capital Fund, Bigger Capital Fund GP, LLC, and Michael Bigger jointly filed a Schedule 13G on January 24, 2025, regarding their ownership in Hepion Pharmaceuticals.
• As of January 23, 2025, they beneficially owned 1,060,883 shares of Hepion's common stock, representing approximately 9.99% of the outstanding shares.
• This ownership included shares issuable upon the exercise of Pre-Funded Warrants, subject to a 9.99% beneficial ownership limitation.
• The filing excludes 994,958 shares issuable upon the exercise of Series A Warrants and 994,958 shares issuable upon the exercise of Series B Warrants, which are subject to shareholder approval and a 4.99% beneficial ownership limitation.
• Subsequent to January 23, 2025, the Reporting Persons sold all 1,060,883 shares of common stock.
• As of January 24, 2025, they no longer own any securities of Hepion, other than shares issuable upon exercise of Series A and Series B Warrants, which are subject to shareholder approval and a 4.99% beneficial ownership limitation.
• The filing indicates that the securities were not acquired to influence control of the issuer.

Sentiment

Score: 5

Explanation: The document is a neutral regulatory filing, reflecting a change in ownership. There is no indication of positive or negative sentiment towards the company, just a disclosure of a transaction.

Negatives

• Bigger Capital Fund sold all of its 1,060,883 shares of Hepion Pharmaceuticals common stock after January 23, 2025, indicating a complete exit from their position.

Risks

• The sale of 1,060,883 shares by Bigger Capital Fund could potentially impact the market price of Hepion Pharmaceuticals stock.
• The exercise of Series A and Series B warrants is contingent on shareholder approval, which introduces uncertainty.

Future Outlook

The document does not contain any forward-looking statements or guidance.

Management Comments

• The filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities.
• Each of Bigger GP and Mr. Bigger disclaims beneficial ownership of the shares of Common Stock beneficially owned by Bigger Capital.

Industry Context

This filing is a standard disclosure of beneficial ownership required by the SEC, and it reflects the trading activity of a significant shareholder in Hepion Pharmaceuticals. It is common for investment funds to adjust their positions in publicly traded companies.

Comparison to Industry Standards

• Schedule 13G filings are a standard practice for investors who acquire more than 5% of a company's stock.
• The disclosure of a 9.99% stake followed by a complete sale is not unusual for investment funds that may be rebalancing their portfolios or taking profits.
• The specific details of the warrants and their limitations are unique to the agreement between Hepion and Bigger Capital.

Stakeholder Impact

• The sale of shares by Bigger Capital Fund could potentially impact the share price of Hepion Pharmaceuticals, affecting current shareholders.
• The disclosure provides transparency to the market regarding the ownership structure of the company.

Key Dates

Keywords

Hepion Pharmaceuticals, Bigger Capital Fund, Schedule 13G, beneficial ownership, common stock, warrants, share sale