Form SCHEDULE 13D/A Hepion Pharmaceuticals, Filed by: KI Holdings, Ltd.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
Hepion Pharmaceuticals, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
Donald P. Kivowitz c/o Kivowitz Investments, Inc., P.O. Box 2298 Victoria, TX, 77902 (214) 315-6318 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/03/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
KI Holdings Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
10,000,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share |
| (b) | Name of Issuer:
Hepion Pharmaceuticals, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
Hepion Pharmaceuticals, Inc., 34 Shrewsbury Ave., Suite 1D, Red Bank,
NEW JERSEY
, 07701. |
| Item 2. | Identity and Background |
| (a) | This Statement is jointly filed by (i) Donald Kivowitz, a United States citizen and (ii) KI Holdings Ltd. (collectively, the "Reporting Persons"). |
| (b) | The business address of the Reporting Persons is P.O. Box 2298, Victoria, TX 77902. |
| (c) | Mr. Kivowitz is a business executive and investor and KI Holdings Ltd. is investment holding company. |
| (d) | No |
| (e) | No |
| (f) | Mr. Kivowitz is a citizen of the United States of America. KI Holdings Ltd. was formed in Texas. |
| Item 3. | Source and Amount of Funds or Other Consideration |
On August 3, 2026, KI Holdings Ltd. acquired the securities described herein pursuant to that certain Securities Purchase Agreement, dated July 31, 2026 (the "Securities Purchase Agreement"), by and among Hepion Pharmaceuticals, Inc. and the purchasers party thereto.
Pursuant to the Securities Purchase Agreement, KI Holdings Ltd. purchased 10,000,000 shares of Common Stock together with one warrant to purchase up to an additional 10,000,000 shares of Common Stock at an exercise price of $0.06 per share for an aggregate purchase price of $500,000. The purchase price was paid from KI Holdings Ltd.'s working capital.
The warrant is immediately exercisable, subject to the Beneficial Ownership Limitation contained therein.
Donald Kivowitz did not directly purchase the securities reported herein and may be deemed to beneficially own such securities solely by virtue of his relationship with KI Holdings Ltd. | |
| Item 4. | Purpose of Transaction |
The Reporting Person acquired the securities for investment purposes.
The Reporting Person intends to review its investment in the Issuer on a continuing basis. Depending upon market conditions, the Issuer's business, financial condition, prospects, general economic conditions and other factors deemed relevant, the Reporting Persons may acquire additional securities of the Issuer, dispose of some or all of its securities, or maintain its current investment position.
Except as described herein, the Reporting Person does not presently have any plans or proposals that relate to or would result in any of the actions described in Items 4(a) through (j) of Item 4 of Schedule 13D. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | See response to Item 5(a) on the cover page for the Reporting Person. |
| (b) | See responses to Item 5(b) on the cover page for the Reporting Person. |
| (c) | On July 31, 2026, pursuant to the Securities Purchase Agreement. KI Holdings Ltd. acquired 10,000,000 shares of Common Stock together with one warrant to purchase, subject to the Beneficial Ownership Limitations contained therein, up to an additional 10,000,000 shares of Common Stock for an aggregate purchase price of $500,000 in a private placement. |
| (d) | Except as described above, none of the Reporting Persons has effected any transaction in the Common Stock during the past sixty days. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The information contained in Items 3, 4 and 5 is incorporated herein by reference.
Other than as described herein, the Reporting Person does not have any contracts, arrangements, understandings or relationships with respect to the securities of the Issuer. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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