Hepion Pharmaceuticals (HEPA) Proxy Filing summary

Executive summary

• Annual meeting scheduled for March 10, 2025, to address key governance and financial matters.

• Proposals include director elections, auditor ratification, executive compensation, warrant share issuance, and a reverse stock split.

• Board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Election of four directors to serve until the next annual meeting.

• Ratification of Grassi & Co., CPAs, P.C. as independent auditor for fiscal year ending December 31, 2024.

• Advisory vote on executive compensation (“say-on-pay”).

• Approval for full issuance of shares upon exercise of Series A and B Warrants, in compliance with Nasdaq Rule 5635(d).

• Approval of a reverse stock split at a ratio between 1-for-10 and 1-for-50, at the board’s discretion.

Board of directors and corporate governance

• Board consists of four nominees, all with significant industry, financial, or scientific experience.

• Majority of board members are independent under Nasdaq rules.

• Board committees (Audit, Compensation, Nominating/Governance) are fully independent and met regularly in 2023.

• Code of Business Conduct and Ethics applies to all officers, directors, and employees.