Exhibit 10.2


 


REGISTRATION RIGHTS AGREEMENT


 


This Registration
Rights Agreement (this “Agreement”) is made and entered into as of November __, 2022, between Hepion Pharmaceuticals,
Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser,
a “Purchaser” and, collectively, the “Purchasers”).


 


This Agreement
is made pursuant to the Securities Purchase Agreement, dated as of November __, 2022, between the Company and the Purchasers named therein
(the “Purchase Agreement”).


 


The Company
and each Purchaser hereby agrees as follows:


 


1.                 
Definitions.


 


Capitalized
terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the
Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:


 


“Advice”
shall have the meaning set forth in Section 6(c).


 


“Common
Stock” means the common stock of the Company, par value $0.0001 per share.


 


“Effectiveness
Date” means, with respect to the Initial Registration Statement required to be filed hereunder, the 15th calendar day following
the Filing Date (or, in the event of a “full review” by the Commission, the 60th calendar day following the
Filing Date) and with respect to any additional Registration Statements which may be required pursuant to Section 2(c) or Section 3(c),
the 15th calendar day following the date on which an additional Registration Statement is required to be filed hereunder (or, in
the event of a “full review” by the Commission, the 60th calendar day following the date hereof); provided, however,
that in the event the Company is notified by the Commission that one or more of the above Registration Statements will not be reviewed
or is no longer subject to further review and comments, the Effectiveness Date as to such Registration Statement shall be the fifth (5th)
Trading Day following the date on which the Company is so notified if such date precedes the dates otherwise required above, provided,
further, if such Effectiveness Date falls on a day that is not a Trading Day, then the Effectiveness Date shall be the next succeeding
Trading Day.


 


“Effectiveness
Period” shall have the meaning set forth in Section 2(a).


 


“Event”
shall have the meaning set forth in Section 2(d).


 


“Event
Date” shall have the meaning set forth in Section 2(d).


 


“Filing
Date” means, with respect to the Initial Registration Statement required hereunder, the later of  ten (10) calendar
days following the date of the stockholder meeting held to seek approval of the Reverse Stock Split Amendment and the
70th calendar day following the date hereof and, with respect to any additional Registration Statements which may be
required pursuant to Section 2(c) or Section 3(c), the earliest practical date on which the Company is permitted by SEC Guidance to
file such additional Registration Statement related to the Registrable Securities.


 






     


     


    

 


“Holder”
or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities.


 


“Indemnified
Party” shall have the meaning set forth in Section 5(c).


 


“Indemnifying
Party” shall have the meaning set forth in Section 5(c).


 


“Initial
Registration Statement” means the initial Registration Statement filed pursuant to this Agreement.


 


“Losses”
shall have the meaning set forth in Section 5(a).


 


“Plan
of Distribution” shall have the meaning set forth in Section 2(a).


 


“Preferred
Stock” means the Company’s Series F Convertible Redeemable Preferred Stock, par value $0.0001 per share, and the Company’s
Series G Convertible Redeemable Preferred Stock, par value $0.0001 per share.


 


“Prospectus”
means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously
omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated by the Commission
pursuant to the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of
any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus,
including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.


 


“Registrable
Securities” means, as of any date of determination, (a) the shares of Common Stock issuable upon conversion of the
Preferred Stock, and (b) any securities issued or then issuable upon any share split, dividend or other distribution,
recapitalization or similar event with respect to the foregoing; provided, however, that any such Registrable Securities
shall cease to be Registrable Securities (and the Company shall not be required to maintain the effectiveness of any, or file
another, Registration Statement hereunder with respect thereto) for so long as (a) a Registration Statement with respect to the sale
of such Registrable Securities is declared effective by the Commission under the Securities Act and such Registrable Securities have
been disposed of by the Holder in accordance with such effective Registration Statement, (b) such Registrable Securities have been
previously sold in accordance with Rule 144, or (c) such securities become eligible for resale without volume or manner-of-sale
restrictions and without current public information pursuant to Rule 144 as set forth in a written opinion letter to such effect,
addressed, delivered and acceptable to the Transfer Agent and the affected Holders (assuming that such securities and any securities
issuable upon exercise, conversion or exchange of which, or as a dividend upon which, such securities were issued or are issuable,
were at no time held by any Affiliate of the Company, as reasonably determined by the Company, upon the advice of counsel to the
Company.


 






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“Registration
Statement” means any registration statement required to be filed hereunder pursuant to Section 2(a) and any additional registration
statements contemplated by Section 2(c) or Section 3(c), including (in each case) the Prospectus, amendments and supplements to any such
registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated
by reference or deemed to be incorporated by reference in any such registration statement.


 


“Rule
415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
as such Rule.


 


“Rule
424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
as such Rule.


 


“Selling
Shareholder Questionnaire” shall have the meaning set forth in Section 3(a).


 


“SEC
Guidance” means (i) any publicly-available written or oral guidance of the Commission staff, or any comments, requirements or
requests of the Commission staff and (ii) the Securities Act.


 


2.                 
Shelf Registration.


 


(a)               On
or prior to each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of
all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on
a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-3 (except if the Company is
not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another
appropriate form in accordance herewith, subject to the provisions of Section 2(e)) and shall contain substantially the
 “Plan of Distribution” attached hereto as Annex A and substantially the “Selling
Shareholder” section attached hereto as Annex B; provided, however, that no Holder
shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to
the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement
(including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after
the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such
Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by
such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or
manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current
public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to
such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness
Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. (New York
City time) on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a
Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which
shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. (New York City time)
on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required
by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to
file a final Prospectus as foresaid shall be deemed an Event under Section 2(d).


 






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(b)              
Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs
the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary
offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially
reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number
of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale
the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e); with respect to filing on Form S-3 or other
appropriate form, and subject to the provisions of Section 2(d) with respect to the payment of liquidated damages; provided, however,
that prior to filing such amendment, the Company shall be obligated to use reasonably diligent efforts to advocate with the Commission
for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Securities
Act Rules Compliance and Disclosure Interpretation Question 612.09.


 


(c)              
Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages
pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted
to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts
to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed
in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement
will be reduced as follows:


 


(i)                
First, the Company shall reduce or eliminate any securities to be included other than Registrable
Securities; and


 






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(ii)             
 Second, the Company shall reduce Registrable Securities represented by Shares (applied, in the case
that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders).


 


In
the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the
calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with
the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance
provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form
available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement,
as amended.


 


(d)               If:
(i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration
Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the
Company shall be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for
acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act,
within five (5) Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission
that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the
effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to
comments made by the Commission in respect of such Registration Statement within ten (10) calendar days after the receipt of
comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared
effective, or (iv) a Registration Statement registering for resale all of the Registrable Securities, subject to the cutback
limitations set forth in Section 2(c) of this Agreement, is not declared effective by the Commission by the Effectiveness Date of
the Initial Registration Statement, or (v) after the effective date of a Registration Statement, such Registration Statement ceases
for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the
Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10)
(10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days)
during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of
clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading
Day period is exceeded, and for purpose of clause (iii) the date which such ten(10) calendar day period is exceeded, and for purpose
of clause (v) the date on which such ten(10) or fifteen(15) calendar day period, as applicable, is exceeded being referred to as
 “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on
each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by
such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated
damages and not as a penalty, equal to the product of 1.0% multiplied by the aggregate Subscription Amount paid by such Holder
pursuant to the Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full
within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum
amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages
are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms
hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event.


 






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(e)              
If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder,
the Company shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the
Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the
Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has
been declared effective by the Commission.


 


(f)               
Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted
to name any Holder or affiliate of a Holder as any Underwriter without the prior written consent of such Holder.


 


3.                 
Registration Procedures.


 


In connection
with the Company’s registration obligations hereunder, the Company shall:


 


(a)              
Not less than five (5) Trading Days prior to the filing of each Registration Statement and not less
than one (1) Trading Day prior to the filing of any related Prospectus or any amendment or supplement thereto (including any document
that would be incorporated or deemed to be incorporated therein by reference), the Company shall (i) furnish to each Holder copies of
all such documents proposed to be filed, which documents (other than those incorporated or deemed to be incorporated by reference) will
be subject to the review of such Holders, and (ii) cause its officers and directors, counsel and independent registered public accountants
to respond to such inquiries as shall be necessary, in the reasonable opinion of respective counsel to each Holder, to conduct a reasonable
investigation within the meaning of the Securities Act. The Company shall not file a Registration Statement or any such Prospectus or
any amendments or supplements thereto to which the Holders of a majority of the Registrable Securities shall reasonably object in good
faith, provided that, the Company is notified of such objection in writing no later than five (5) Trading Days after the Holders have
been so furnished copies of a Registration Statement or one (1) Trading Day after the Holders have been so furnished copies of any related
Prospectus or amendments or supplements thereto. Each Holder agrees to furnish to the Company a completed questionnaire in the form attached
to this Agreement as Annex B (a “Selling Shareholder Questionnaire”) on a date that is not less than
two (2) Trading Days prior to the Filing Date or by the end of the fourth (4th) Trading Day following the date on which such
Holder receives draft materials in accordance with this Section.


 






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(b)              
 (i) Prepare and file with the Commission such amendments, including post-effective amendments, to
a Registration Statement and the Prospectus used in connection therewith as may be necessary to keep a Registration Statement continuously
effective as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional
Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities, (ii) cause the
related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and,
as so supplemented or amended, to be filed pursuant to Rule 424, (iii) respond as promptly as reasonably possible to any comments received
from the Commission with respect to a Registration Statement or any amendment thereto and provide as promptly as reasonably possible to
the Holders true and complete copies of all correspondence from and to the Commission relating to a Registration Statement (provided that,
the Company shall excise any information contained therein which would constitute material non-public information regarding the Company
or any of its Subsidiaries), and (iv) comply in all material respects with the applicable provisions of the Securities Act and the Exchange
Act with respect to the disposition of all Registrable Securities covered by a Registration Statement during the applicable period in
accordance (subject to the terms of this Agreement) with the intended methods of disposition by the Holders thereof set forth in such
Registration Statement as so amended or in such Prospectus as so supplemented.


 


(c)              
If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100%
of the number of shares of Common Stock then registered in a Registration Statement, then the Company shall file as soon as reasonably
practicable, but in any case prior to the applicable Filing Date, an additional Registration Statement covering the resale by the Holders
of not less than the number of such Registrable Securities.


 


(d)               Notify
the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied
by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as reasonably
possible (and, in the case of (i)(A) below, not less than one (1) Trading Day prior to such filing) and (if requested by any such
Person) confirm such notice in writing no later than one (1) Trading Day following the day (i)(A) when a Prospectus or any
Prospectus supplement or post-effective amendment to a Registration Statement is proposed to be filed, (B) when the Commission
notifies the Company whether there will be a “review” of such Registration Statement and whenever the Commission
comments in writing on such Registration Statement, and (C) with respect to a Registration Statement or any post-effective
amendment, when the same has become effective, (ii) of any request by the Commission or any other federal or state governmental
authority for amendments or supplements to a Registration Statement or Prospectus or for additional information, (iii) of the
issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of a
Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose,
(iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from
qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding
for such purpose, (v) of the occurrence of any event or passage of time that makes the financial statements included in
a Registration Statement ineligible for inclusion therein or any statement made in a Registration Statement or Prospectus or any
document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any
revisions to a Registration Statement, Prospectus or other documents so that, in the case of a Registration Statement or the
Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made,
not misleading, and (vi) of the occurrence or existence of any pending corporate development with respect to the Company that the
Company believes may be material and that, in the determination of the Company, makes it not in the best interest of the Company to
allow continued availability of a Registration Statement or Prospectus; provided, however, that in no event
shall any such notice contain any information which would constitute material, non-public information regarding the Company or any
of its Subsidiaries and the Company agrees that the Holders shall not have any duty of confidentiality to the Company or any of its
Subsidiaries and shall not have any duty to the Company or any of its Subsidiaries not to trade on the basis of such
information.


 






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(e)              
Use its best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order
stopping or suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification)
of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.


 


(f)               
Furnish to each Holder, without charge, at least one conformed copy of each such Registration Statement
and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein
by reference to the extent requested by such Person, and all exhibits to the extent requested by such Person (including those previously
furnished or incorporated by reference) promptly after the filing of such documents with the Commission, provided that any such item which
is available on the EDGAR system (or successor thereto) need not be furnished in physical form.


 


(g)             Subject
to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by
each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any
amendment or supplement thereto, except after the giving of any notice pursuant to Section 3(d).


 


(h)            
The Company shall cooperate with any broker-dealer through which a Holder proposes to resell its Registrable
Securities in effecting a filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110, as requested by any such Holder,
and the Company shall pay the filing fee required by such filing within two (2) Business Days of receipt of a request therefor.


 






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(i)                
 Prior to any resale of Registrable Securities by a Holder, use its commercially reasonable efforts
to register or qualify or cooperate with the selling Holders in connection with the registration or qualification (or exemption from the
Registration or qualification) of such Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such
jurisdictions within the United States as any Holder reasonably requests in writing, to keep each registration or qualification (or exemption
therefrom) effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition
in such jurisdictions of the Registrable Securities covered by each Registration Statement, provided that the Company shall not be required
to qualify generally to do business in any jurisdiction where it is not then so qualified, subject the Company to any material tax in
any such jurisdiction where it is not then so subject or file a general consent to service of process in any such jurisdiction.


 


(j)                
If requested by a Holder, cooperate with such Holder to facilitate the timely preparation and delivery
of certificates representing Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates
shall be free, to the extent permitted by the Purchase Agreement, of all restrictive legends, and to enable such Registrable Securities
to be in such denominations and registered in such names as any such Holder may request.


 


(k)              
Upon the occurrence of any event contemplated by Section 3(d), as promptly as reasonably possible
under the circumstances taking into account the Company’s good faith assessment of any adverse consequences to the Company and its
shareholders of the premature disclosure of such event, prepare a supplement or amendment, including a post-effective amendment, to a
Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by
reference, and file any other required document so that, as thereafter delivered, neither a Registration Statement nor such Prospectus
will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they were made, not misleading. If the Company notifies the Holders
in accordance with clauses (iii) through (vi) of Section 3(d) above to suspend the use of any Prospectus until the requisite changes to
such Prospectus have been made, then the Holders shall suspend use of such Prospectus. The Company will use its best efforts to ensure
that the use of the Prospectus may be resumed as promptly as is practicable. The Company shall be entitled to exercise its right under
this Section 3(j) to suspend the availability of a Registration Statement and Prospectus, subject to the payment of partial liquidated
damages otherwise required pursuant to Section 2(d), for a period not to exceed 60 calendar days (which need not be consecutive days)
in any 12-month period.


 


(l)                 Otherwise
use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission under the Securities Act
and the Exchange Act, including, without limitation, Rule 172 under the Securities Act, file any final Prospectus, including any
supplement or amendment thereof, with the Commission pursuant to Rule 424 under the Securities Act, promptly inform the Holders in
writing if, at any time during the Effectiveness Period, the Company does not satisfy the conditions specified in Rule 172 and, as a
result thereof, the Holders are required to deliver a Prospectus in connection with any disposition of Registrable Securities
and take such other actions as may be reasonably necessary to facilitate the registration of the Registrable Securities
hereunder.


 






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(m)            
The Company shall use its reasonable best efforts to maintain eligibility for use of Form S-3 (or
any successor form thereto) for the registration of the resale of the Registrable Securities.


 


(n)              
The Company may require each selling Holder to furnish to the Company a certified statement as to
the number of shares of Common Stock beneficially owned by such Holder and, if required by the Commission, the natural persons thereof
that have voting and dispositive control over the shares. During any periods that the Company is unable to meet its obligations hereunder
with respect to the registration of the Registrable Securities solely because any Holder fails to furnish such information within three
Trading Days of the Company’s request, any liquidated damages that are accruing at such time as to such Holder only shall be tolled
and any Event that may otherwise occur solely because of such delay shall be suspended as to such Holder only, until such information
is delivered to the Company.


 


4.                 
Registration Expenses.  All fees and expenses incident to the performance of or compliance
with, this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration
Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing
fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A)
with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the
shares of Common Stock are then listed for trading, and (C) in compliance with applicable state securities or Blue Sky laws reasonably
agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with
Blue Sky qualifications or exemptions of the Registrable Securities), and (D) if not previously paid by the Company with respect to any
filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with FINRA
pursuant to FINRA Rule 5110, so long as the broker is receiving no more than a customary brokerage commission in connection with such
sale, (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities), (iii) messenger,
telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance,
if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the
consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal
expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation,
all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the
fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder.
In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for
in the Transaction Documents, any legal fees or other costs of the Holders.


 






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5.                 
 Indemnification.


 


(a)              
Indemnification by the Company.  The Company shall, notwithstanding any termination of
this Agreement, indemnify and hold harmless each Holder, the officers, directors, members, partners, agents, brokers (including brokers
who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call), investment
advisors and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack
of such title or any other title) of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act) and the officers, directors, members, shareholders, partners, agents and employees (and any other
Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)
of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages,
liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”),
as incurred in investigating, preparing or defending against any litigation, commence or threatened, or any claim, arising out of or relating
to (1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any Prospectus or any form of
prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or
alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus
or supplement thereto, in light of the circumstances under which they were made) not misleading or (2) any violation or alleged violation
by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection
with the performance of its obligations under this Agreement, except to the extent, but only to the extent, that (i) such untrue statements
or omissions are based solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly for
use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable
Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement, such Prospectus
or in any amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto for this purpose) or (ii) in
the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), the use by such Holder of an outdated, defective
or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, defective or
otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(c). The Company
shall notify the Holders promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions
contemplated by this Agreement of which the Company is aware. Such indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of such indemnified person and shall survive the transfer of any Registrable Securities by any of the Holders in
accordance with Section 6(f).


 


(b)               Indemnification
by Holders.  Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors,
officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act
and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest
extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: any
untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment
or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a
material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement
thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that
such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly
for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information
relates to such Holder’s information provided in the Selling Shareholder Questionnaire or the proposed method of distribution
of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration
Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or
supplement thereto. In no event shall the liability of a selling Holder be greater in amount than the dollar amount of the proceeds
(net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such
Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of
the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.


 






    11


     


    

 


(c)              
Conduct of Indemnification Proceedings.  If any Proceeding shall be brought or asserted
against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall promptly
notify the Person from whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall
have the right to assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and
the payment of all fees and expenses incurred in connection with defense thereof, provided that the failure of any Indemnified Party to
give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only)
to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or
further review) that such failure shall have materially and adversely prejudiced the Indemnifying Party.


 


An
Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof,
but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying
Party has agreed in writing to pay such fees and expenses, (2) the Indemnifying Party shall have failed promptly to assume the
defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding, or (3)
the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying
Party, and counsel to the Indemnified Party shall reasonably believe that a material conflict of interest is likely to exist if the
same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies
the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the
Indemnifying Party shall not have the right to assume the defense thereof and the reasonable fees and expenses of no more than one
separate counsel shall be at the expense of the Indemnifying Party). The Indemnifying Party shall not be liable for any settlement
of any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld or delayed. No
Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending
Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such
Indemnified Party from all liability on claims that are the subject matter of such Proceeding.


 






    12


     


    

 


Subject
to the terms of this Agreement, all reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the
extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section)
shall be paid to the Indemnified Party, as incurred, within ten Trading Days of written notice thereof to the Indemnifying Party, provided
that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses applicable to such
actions for which such Indemnified Party is finally determined by a court of competent jurisdiction (which determination is not subject
to appeal or further review) not to be entitled to indemnification hereunder.


 


(d)              
Contribution.  If the indemnification under Section 5(a) or 5(b) is unavailable to an
Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute
to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying
Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other
relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference
to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission
or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified
Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement
or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set
forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding
to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was
available to such party in accordance with its terms.


 


The
parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro
rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the
immediately preceding paragraph. In no event shall the contribution obligation of a Holder of Registrable Securities be greater in
amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this
Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such
contribution obligation.


 






    13


     


    

 


The
indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have
to the Indemnified Parties.


 


6.             
Miscellaneous.


 


(a)              
Remedies.  In the event of a breach by the Company or by a Holder of any of their respective
obligations under this Agreement, each Holder or the Company, as the case may be, in addition to being entitled to exercise all rights
granted by law and under this Agreement, including recovery of damages, shall be entitled to specific performance of its rights under
this Agreement. Each of the Company and each Holder agrees that monetary damages would not provide adequate compensation for any losses
incurred by reason of a breach by it of any of the provisions of this Agreement and hereby further agrees that, in the event of any action
for specific performance in respect of such breach, it shall not assert or shall waive the defense that a remedy at law would be adequate.


 


(b)              
No Piggyback on Registrations; Prohibition on Filing Other Registration Statements.  Neither
the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company
in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until
all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided
that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this
Agreement so long as no new securities are registered on any such existing registration statements.


 


(c)              
Discontinued Disposition.  By its acquisition of Registrable Securities, each Holder agrees
that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 3(d)(iii) through (vi),
such Holder will forthwith discontinue disposition of such Registrable Securities under a Registration Statement until it is advised in
writing (the “Advice”) by the Company that the use of the applicable Prospectus (as it may have been supplemented or
amended) may be resumed. The Company will use its best efforts to ensure that the use of the Prospectus may be resumed as promptly as
is practicable. The Company agrees and acknowledges that any periods during which the Holder is required to discontinue the disposition
of the Registrable Securities hereunder shall be subject to the provisions of Section 2(e).


 


(d)               Piggy
Back Registrations. If, at any time during the Effectiveness Period, there is not an effective Registration Statement covering
all of the Registrable Securities and the Company shall determine to prepare and file with the Commission a registration statement
relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other
than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities
to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with
the Company’s stock option or other employee benefit plans, then the Company shall deliver to the Holder a written
notice of such determination and, if within fifteen (15) days after the date of the delivery of such notice, any such Holder shall
so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such
Holder requests to be registered; provided, however, that the Company shall not be required to register any Registrable Securities
pursuant to this Section 6(d) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public
information requirements) promulgated by the Commission pursuant to the Securities Act or that are the subject of a then effective
Registration Statement.


 






    14


     


    

 


(e)              
Amendments and Waivers.  The provisions of this Agreement, including the provisions of
this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not
be given, unless the same shall be in writing and signed by the Company and the Holders of 50.1% or more of the then outstanding Registrable
Securities (for purposes of clarification, this includes any Registrable Securities issuable upon exercise or conversion of any Security),
provided that, if any amendment, modification or waiver disproportionately and adversely impacts a Holder (or group of Holders), the consent
of such disproportionately impacted Holder (or group of Holders) shall be required. If a Registration Statement does not register all
of the Registrable Securities pursuant to a waiver or amendment done in compliance with the previous sentence, then the number of Registrable
Securities to be registered for each Holder shall be reduced pro rata among all Holders and each Holder shall have the right to designate
which of its Registrable Securities shall be omitted from such Registration Statement. Notwithstanding the foregoing, a waiver or consent
to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of a Holder or some Holders and that
does not directly or indirectly affect the rights of other Holders may be given only by such Holder or Holders of all of the Registrable
Securities to which such waiver or consent relates; provided, however, that the provisions of this sentence may
not be amended, modified, or supplemented except in accordance with the provisions of the first sentence of this Section 6(d). No consideration
shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of this Agreement unless the same
consideration also is offered to all of the parties to this Agreement.


 


(f)               
Notices.  Any and all notices or other communications or deliveries required or permitted
to be provided hereunder shall be delivered as set forth in the Purchase Agreement.


 


(g)              
Successors and Assigns.  This Agreement shall inure to the benefit of and be binding upon
the successors and permitted assigns of each of the parties and shall inure to the benefit of each Holder. The Company may not assign
(except by merger) its rights or obligations hereunder without the prior written consent of all of the Holders of the then outstanding
Registrable Securities. Each Holder may assign their respective rights hereunder in the manner and to the Persons as permitted under Section 5.7
of the Purchase Agreement.


 


(h)               No
Inconsistent Agreements.  Neither the Company nor any of its Subsidiaries has entered, as of the date hereof, nor shall the
Company or any of its Subsidiaries, on or after the date of this Agreement, enter into any agreement with respect to its
securities, that would have the effect of impairing the rights granted to the Holders in this Agreement or otherwise conflicts with
the provisions hereof. Neither the Company nor any of its Subsidiaries has previously entered into any agreement granting any
registration rights with respect to any of its securities to any Person that have not been satisfied in full.


 






    15


     


    

 


(i)                
Execution and Counterparts.  This Agreement may be executed in two or more counterparts,
all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been
signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the
event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature
shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force
and effect as if such facsimile or “.pdf” signature page were an original thereof.


 


(j)               
Governing Law.  All questions concerning the construction, validity, enforcement and interpretation
of this Agreement shall be determined in accordance with the provisions of the Purchase Agreement.


 


(k)              
Cumulative Remedies.  The remedies provided herein are cumulative and not exclusive of
any other remedies provided by law.


 


(l)               
Severability.  If any term, provision, covenant or restriction of this Agreement is held
by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants
and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and
the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially
the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the
intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any
of such that may be hereafter declared invalid, illegal, void or unenforceable.


 


(m)            
Headings.  The headings in this Agreement are for convenience only, do not constitute
a part of the Agreement and shall not be deemed to limit or affect any of the provisions hereof.


 






    16


     


    

 


(n)               Independent
Nature of Holders’ Obligations and Rights.  The obligations of each Holder hereunder are several and not joint with
the obligations of any other Holder hereunder, and no Holder shall be responsible in any way for the performance of the obligations
of any other Holder hereunder. Nothing contained herein or in any other agreement or document delivered at any closing, and no
action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a
joint venture or any other kind of group or entity, or create a presumption that the Holders are in any way acting in concert or as
a group or entity with respect to such obligations or the transactions contemplated by this Agreement or any other matters, and the
Company acknowledges that the Holders are not acting in concert or as a group, and the Company shall not assert any such claim, with
respect to such obligations or transactions. Each Holder shall be entitled to protect and enforce its rights, including without
limitation the rights arising out of this Agreement, and it shall not be necessary for any other Holder to be joined as an
additional party in any proceeding for such purpose. The use of a single agreement with respect to the obligations of the Company
contained was solely in the control of the Company, not the action or decision of any Holder, and was done solely for the
convenience of the Company and not because it was required or requested to do so by any Holder. It is expressly understood and
agreed that each provision contained in this Agreement is between the Company and a Holder, solely, and not between the Company and
the Holders collectively and not between and among Holders.


 


********************


 


(Signature Pages Follow)





 






    17


     


    

 


IN WITNESS
WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.


 


	 	HEPION PHARMACEUTICALS, INC.
	 	 	 
	 	By:	                     
	 	Name:	 Robert Foster
	 	Title:	 Chief Executive Officer


 


[SIGNATURE PAGE OF HOLDERS FOLLOWS]





 






    18


     


    

 


[SIGNATURE
PAGE OF HOLDERS TO HEPION RRA]


 


Name of Holder: __________________________


 


Signature of Authorized Signatory
of Holder: __________________________


 


Name of Authorized Signatory:
_________________________


 


Title of Authorized Signatory:
__________________________


 


[SIGNATURE PAGES CONTINUE]


 









    19


     


    

 


Annex A


Plan of Distribution


 


Each Selling
Shareholder (the “Selling Shareholder”) of the securities and any of their pledgees, assignees and successors-in-interest
may, from time to time, sell any or all of their securities covered hereby on the principal Trading Market or any other stock exchange,
market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices.
A Selling Shareholder may use any one or more of the following methods when selling securities:


 


	 	●	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
	 	 	 
	 	●	block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;
	 	 	 
	 	●	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
	 	 	 
	 	●	an exchange distribution in accordance with the rules of the applicable exchange;
	 	 	 
	 	●	privately negotiated transactions;
	 	 	 
	 	●	settlement of short sales;
	 	 	 
	 	●	in transactions through broker-dealers that agree with the Selling Shareholders to sell a specified number of such securities at a stipulated price per security;
	 	 	 
	 	●	through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
	 	 	 
	 	●	a combination of any such methods of sale; or
	 	 	 
	 	●	any other method permitted pursuant to applicable law.


 


The Selling
Shareholders may also sell securities under Rule 144 or any other exemption from registration under the Securities Act of 1933, as amended
(the “Securities Act”), if available, rather than under this prospectus.


 


Broker-dealers
engaged by the Selling Shareholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the Selling Shareholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser)
in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in
excess of a customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or
markdown in compliance with FINRA Rule 2121.


 


In
connection with the sale of the securities or interests therein, the Selling Shareholders may enter into hedging transactions with
broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging
the positions they assume. The Selling Shareholders may also sell securities short and deliver these securities to close out their
short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Shareholders
may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more
derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this
prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as
supplemented or amended to reflect such transaction).


 






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The Selling
Shareholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters”
within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers
or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under
the Securities Act. Each Selling Shareholders has informed the Company that it does not have any written or oral agreement or understanding,
directly or indirectly, with any person to distribute the securities.


 


The Company
is required to pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company has agreed
to indemnify the Selling Shareholders against certain losses, claims, damages and liabilities, including liabilities under the Securities
Act.


 


We agreed
to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Shareholders
without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for
the Company to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar
effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule
of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable
state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered
or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied
with.


 


Under applicable
rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage
in market making activities with respect to the shares of Common Stock for the applicable restricted period, as defined in Regulation
M, prior to the commencement of the distribution. In addition, the Selling Shareholders will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the
shares of Common Stock by the Selling Shareholders or any other person. We will make copies of this prospectus available to the Selling
Shareholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the
sale (including by compliance with Rule 172 under the Securities Act).


 









    21


     


    

 


SELLING SHAREHOLDERS


 


 The
shares of Common Stock being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable
to the selling shareholders, upon exercise of the shares of preferred stock. For additional information regarding the issuances of those
shares of Common Stock, see “Private Placement of Preferred Stock” above. We are registering the shares of Common Stock in
order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the shares of preferred
stock, the selling shareholders have not had any material relationship with us within the past three years.


 


The table
below lists the selling shareholders and other information regarding the beneficial ownership of the shares of Common Stock by each of
the selling shareholders. The second column lists the number of shares of Common Stock beneficially owned by each selling shareholder,
based on its ownership of the shares of Common Stock and preferred stock, as of ________, 2022, assuming conversion of the preferred stock
held by the selling shareholders on that date, without regard to any limitations on exercises.


 


The third
column lists the shares of Common Stock being offered by this prospectus by the selling shareholders.


 


In accordance
with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum
of (i) the number of shares of Common Stock issued to the selling shareholders in the “Private Placement of Preferred Stock”
described above and (ii) the maximum number of shares of Common Stock issuable upon conversion of the related preferred stock, determined
as if the outstanding preferred stock were converted in full as of the trading day immediately preceding the date this registration statement
was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject
to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The
fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus.


 


Under the
terms of the preferred stock, a selling shareholder may not convert the preferred stock to the extent such conversion would cause such
selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of Common Stock which
would exceed 4.99% or 9.99%, as applicable, of our then outstanding shares of Common Stock following such exercise, excluding for purposes
of such determination shares of Common Stock issuable upon conversion of such preferred stock which have not been exercised. The number
of shares in the second and fourth columns do not reflect this limitation. The selling shareholders may sell all, some or none of their
shares in this offering. See “Plan of Distribution.”


 






    22


     


    

 


	Name of Selling Shareholder	 	Number of shares of 

Common Stock 

Owned Prior to 

Offering	 	Maximum Number of 

shares of Common 

Stock to be Sold 

Pursuant to this 

Prospectus	 	Number of shares of 

Common Stock 

Owned After 

Offering


 









    23


     


    

 


Annex
C


 


HEPION
PHARMACEUTICALS, INC.


 


Selling Shareholder Notice and
Questionnaire


 


The undersigned
beneficial owner of shares of Common Stock (the “Registrable Securities”) of Hepion Pharmaceuticals, Inc. (the “Company”),
understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”)
a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the
Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms
of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy
of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms
not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement.


 


Certain legal
consequences arise from being named as a selling shareholder in the Registration Statement and the related prospectus. Accordingly, holders
and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of
being named or not being named as a selling shareholder in the Registration Statement and the related prospectus.


 


NOTICE


 


The undersigned beneficial owner (the “Selling
Shareholder”) of Registrable Securities hereby elects to include the Registrable Securities owned by it in the Registration
Statement.


 


The undersigned hereby provides the following information
to the Company and represents and warrants that such information is accurate:


 






    24


     


    

 


QUESTIONNAIRE


 


	1.	Name.


 


	 	(a)	Full Legal Name of Selling Shareholder
	 	 	 
	 	 	 


 


	 	(b)	Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities are held:
	 	 	 
	 	 	 


 


	 	(c)	Full Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone or with others has power to vote or dispose of the securities covered by this Questionnaire):
	 	 	 
	 	 	 


 


	2.	Address for Notices to Selling Shareholder:



 


	 
	 
	 





	Telephone:	 





	Fax:	 





	Contact Person:	 


 


	3.	Broker-Dealer Status:



 


	 	(a)	Are you a broker-dealer?
	 	 	 
	Yes    ̈
             No    ̈


 


	 	(b)	If “yes” to Section 3(a), did you receive your Registrable Securities as compensation for investment banking services to the Company?
	 	 	 
	Yes    ̈              No    ̈


 


	 	Note:	If “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.





 


	 	(c)	Are you an affiliate of a broker-dealer?
	 	 	 
	Yes    ̈              No    ̈


 






    25


     


    

 


	 	(d)	If you are an affiliate of a broker-dealer, do you certify that you purchased the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities?
	 	 	 
	Yes    ̈              No    ̈


 


	 	Note:	If “no” to Section 3(d), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.


 


	4.	Beneficial Ownership of Securities of the Company Owned by
the Selling Shareholder.



 


Except as set forth
below in this Item 4, the undersigned is not the beneficial or registered owner of any securities of the Company other than the securities
issuable pursuant to the Purchase Agreement.


 


	 	(a)	Type and Amount of other securities beneficially owned by the Selling Shareholder:
	 	 	 
	 	 	 
	 	 	 


 


	5.	Relationships with the Company:



 


Except as set forth
below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the
equity securities of the undersigned) has held any position or office or has had any other material relationship with the Company (or
its predecessors or affiliates) during the past three years.


 


State any exceptions here:


 


	 	 
	 	 


 


The undersigned agrees to promptly
notify the Company of any material inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof
at any time while the Registration Statement remains effective; provided, that the undersigned shall not be required to notify the Company
of any changes to the number of securities held or owned by the undersigned or its affiliates.


 


By signing below, the undersigned
consents to the disclosure of the information contained herein in its answers to Items 1 through 5 and the inclusion of such information
in the Registration Statement and the related prospectus and any amendments or supplements thereto. The undersigned understands that such
information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related
prospectus and any amendments or supplements thereto.





 






    26


     


    

 


IN WITNESS
WHEREOF the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person
or by its duly authorized agent.


 


	Date:	 	 	Beneficial Owner:	 


 


	 	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 


PLEASE FAX A COPY (OR EMAIL
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