Hepion Pharmaceuticals (HEPA) Proxy Filing summary

Executive summary

• Board unanimously recommends a merger with Pharma Two B after reviewing strategic alternatives due to challenges in continuing as a stand-alone entity.

• Merger offers shareholders potential upside from Pharma Two B's late-stage Parkinson's drug candidate, P2B001.

• Hepion's legacy drug pipeline will not be advanced by Pharma Two B, but efforts to monetize it for shareholders continue.

• Failure to approve the merger could result in delisting from Nasdaq and potential bankruptcy due to limited financial resources.

• Post-merger company is expected to be well-funded, with a New Drug Application filing anticipated.

Voting matters and shareholder proposals

• Shareholders are urged to vote in favor of the proposed merger at the Special Meeting on December 12, 2024.

• Every vote is emphasized as critical, with instructions provided for changing votes before the meeting.

Board of directors and corporate governance

• Board conducted a thorough review of strategic alternatives before recommending the merger.

• Decision based on inability to secure funding and the deteriorating risk profile of the company.