Hepion Pharmaceuticals, Inc. has completed the acquisition of Gravitas Life Sciences, LLC (GLS), a clinical-stage biotechnology company, through a Membership Interest Purchase Agreement executed on October 6, 2026. Under the terms of the agreement, Hepion acquired all issued and outstanding membership interests of GLS from Gravitas Collective Corp., the sole member of GLS.

The transaction closed on October 6, 2026, and was valued at $2,375,000. The consideration consisted of $2,000,000 in cash and 25,000,000 shares of Hepion’s common stock, valued at $2,250,000 based on the Buyer Closing Stock Price. The cash portion of the payment was allocated to settle obligations related to an unsecured promissory note held by Canton Strategic Holdings, Inc.

Specifically, at the closing, Hepion paid $1,000,000 to Canton, and GLS paid $125,000 out of the cash portion of the purchase consideration to fully satisfy and discharge the Canton Seller Note. Following the transaction, GLS became a wholly owned subsidiary of Hepion.

GLS is focused on developing therapeutic candidates in immunology and inflammation. The company holds exclusive licenses for two key assets: GV104 (formerly TH104) and GV023 (formerly INT-023/TH023). GV104 is a transmucosal buccal film of nalmefene, which has received FDA approval for an investigational new drug (IND) application. GLS is pursuing a 505(b)(2) New Drug Application for GV104 to serve as a prophylaxis for respiratory and central nervous system depression in military personnel exposed to high-potency opioids. GV023 is an oral formulation of infliximab, an anti-tumor necrosis factor-alpha monoclonal antibody, currently in preclinical development.

The transaction involved related parties, including current Hepion directors Vincent LoPriore, Gary Stetz, Sireesh Appajosyula, and Chase LoPriore, who are officers of GLS and shareholders of the Sole Member. These individuals recused themselves from the Board’s deliberation and approval of the Purchase Agreement. The disinterested members of the Board, along with an independent fairness opinion from Ryan Valuation Services, determined the terms were fair to the Company and its stockholders.

The shares issued to the Sole Member are subject to a lock-up restriction and forfeiture provisions. Additionally, the Sole Member was granted piggyback registration rights for the shares. The shares were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933.