The Proposed Transaction between Pharma Two B and Hepion has received approval from the boards of directors of both companies and is anticipated to finalize by the fourth quarter of 2024. However, the finalization hinges on additional factors, including approval from both companies’ respective stockholders, regulatory compliance, successful listing of Pharma Two B’s ordinary shares on Nasdaq under the ticker symbol “PHTB,” and other typical closing conditions. Post-closing, the newly formed entity will retain the “Pharma Two B” name as its operational identity.
In a further step towards this merger, Hepion has scheduled a special meeting for its stockholders, termed the “Special Meeting,” set for December 12, 2024. This gathering is scheduled to commence at 9:00 a.m. Eastern Time and will be accessible via a live webcast at www.virtualshareholdermeeting.com/HEPA2024SM. Hepion stockholders recorded by the close of business on the record date of November 6, 2024, will have the right to cast their votes at this pivotal meeting. Hepion plans to distribute its definitive proxy statement/prospectus linked to the Proposed Transaction with the SEC, aiming for mail distribution around November 8, 2024.
The proxy statement/prospectus, which provides comprehensive insights regarding the Proposed Transaction and the resolutions for stockholder votes during the Special Meeting, can be accessed through the SEC’s official website at http://www.sec.gov. For stockholders needing assistance with the proxy card, those requiring additional copies, or with inquiries about the Special Meeting, they are encouraged to contact Hepion’s proxy solicitor, Campaign Management, by calling 1-855-422-1042 or sending an email to info@campaign-mgmt.com.
A.G.P./Alliance Global Partners has been designated as the financial advisor for Hepion, while the law firm Sheppard, Mullin, Richter & Hampton LLP serves as the U.S. legal advisor. The Israeli legal advisory role is fulfilled by Lipa Meir & Co., with Sullivan & Worcester LLP providing legal expertise to A.G.P.
Laidlaw & Company (UK) Ltd. is engaged as the financial advisor to Pharma Two B, and the legal advisory needs for Pharma Two B are being met by Meitar Law Offices and Goodwin Procter LLP.
About Pharma Two B
About P2B001
P2B001 is an innovative investigational treatment consisting of a unique, fixed-dose, extended-release formulation combining pramipexole and rasagiline (0.6 mg/0.75 mg)—both combined low doses that are currently not available commercially. While pramipexole and rasagiline are well-established as therapies for Parkinson’s Disease (PD), P2B001 aims to introduce a revolutionary first-line treatment option for patients afflicted with this condition. Additionally, the extended-release rasagiline represents a proprietary, advanced formulation developed specifically by Pharma Two B.
Pharma Two B proudly holds patents worldwide pertaining to both the pharmaceutical composition and the therapeutic methods employed in the use of P2B001.
About Hepion Pharmaceuticals
Forward-Looking Statements
No Offer or Solicitation
Additional Information and Where to Find It
Investors and security holders can easily access no-cost copies of the Registration Statement, the proxy statement prospectus, and all pertinent documents filed or to be filed with the SEC by both Pharma Two B and Hepion through the SEC’s official website at www.sec.gov.
Participants in the Solicitation
Hepion and Pharma Two B, along with their respective directors and executive officers, may be regarded as participants in the solicitation process for proxies from Hepion’s stockholders concerning the Proposed Transaction. Details about Hepion’s directors, executive officers, and their vested interests in Hepion’s securities can be found within Hepion’s SEC filings. Changes in holdings of Hepion’s securities since the information disclosed in Hepion’s Annual Report on Form 10-K/A are captured in Statements of Change in Ownership on Form 4, filed with the SEC. A comprehensive list including the names of directors and executive officers, alongside their interests in the Proposed Transaction, is also presented in the proxy statement/prospectus within the Registration Statement. Interested parties may obtain free copies of these documents through the aforementioned channels.
Contact Information
Hepion Pharmaceuticals
info@hepionpharma.com
Pharma Two B Ltd.
Dan Teleman, CEO
Email: dan@pharma2b.com
www.pharma2b.com
### Interview with John Smith, CEO of Pharma Two B
**Interviewer**: Thank you for joining us today, John! We’re excited to discuss the proposed transaction between Pharma Two B and Hepion Pharmaceuticals. Can you start by sharing what this merger means for both companies?
**John Smith**: Absolutely, and thank you for having me. This merger represents a significant step forward for both Pharma Two B and Hepion. By combining our resources and expertise, we aim to enhance our capacity for innovation and bring groundbreaking treatments, like our lead product P2B001, to market more efficiently. This collaboration will allow us to leverage our strengths and provide better solutions for patients with Parkinson’s Disease.
**Interviewer**: That sounds promising! The boards of directors have already approved the transaction. What are the next steps leading to its finalization?
**John Smith**: Yes, we’re thrilled about that. The next important milestones include gaining approval from our respective stockholders and ensuring compliance with regulatory requirements. Hepion will hold a special stockholder meeting on December 12, 2024, where stockholders can vote on the Proposed Transaction. Successful listing of Pharma Two B’s shares on Nasdaq under the ticker symbol “PHTB” is also crucial for our post-closing operations.
**Interviewer**: Speaking of the December meeting, how can stockholders participate, and what materials will they need?
**John Smith**: Stockholders will have the right to vote if they were recorded by the close of business on the record date, November 6, 2024. We plan to distribute a definitive proxy statement/prospectus linked to the Proposed Transaction around November 8, 2024. This document will provide all necessary information regarding the merger, and stockholders can access it via the SEC’s website. If anyone needs assistance, they can reach out to Hepion’s proxy solicitor, Campaign Management, for help.
**Interviewer**: It’s great to see such transparency. Can you tell us a bit about P2B001 and how this merger will impact its development?
**John Smith**: P2B001 is an innovative investigational treatment designed to provide a first-line option for those affected by Parkinson’s Disease. By merging with Hepion, we will accelerate the development process and broaden our reach, ultimately enhancing the chances of getting this promising therapy into the hands of patients who need it.
**Interviewer**: That’s encouraging news for patients! In terms of financial and legal support, how are the two companies preparing for this transition?
**John Smith**: We’ve engaged reputable financial advisors and legal teams to navigate this merger smoothly. Hepion is working with A.G.P./Alliance Global Partners for financial guidance and the law firm Sheppard, Mullin, Richter & Hampton LLP for legal counsel. Pharma Two B has also aligned with Laidlaw & Company and Meitar Law Offices, ensuring we have robust support during this critical time.
**Interviewer**: Thank you for your insights, John. Is there anything else you would like to share with our audience as we look forward to 2024?
**John Smith**: I just want to emphasize our commitment to innovation and patient care. We believe that this merger will forge a path toward meaningful advancements in therapeutic solutions. We appreciate the ongoing support from our stakeholders and look forward to a successful transaction.
**Interviewer**: Thank you for your time, John. We look forward to hearing more about this exciting development!