Hepion Pharmaceuticals(US:HEPA) Newsfilter·2024-07-22 12:00Merger Overview - Hepion Pharmaceuticals has entered into a definitive merger agreement with Pharma Two B Ltd, which will result in Hepion becoming an indirectly wholly-owned subsidiary of Pharma Two B [1] - The merger is valued at an estimated pro-forma implied equity value of approximately $58.5 million [8] - Following the merger, the combined company will continue to operate under the "Pharma Two B" name and will apply to list its ordinary shares on Nasdaq under the ticker symbol "PHTB" [1][8] Financial Details - Hepion has announced a private placement of $2.9 million in non-convertible senior notes to qualified institutional investors, which are unsecured and interest-free [4] - Pharma Two B has entered into a securities purchase agreement for an $11.5 million private placement of ordinary shares and accompanying warrants [5][6] - The merger is expected to close in the fourth quarter of 2024, subject to approval by Hepion's stockholders and regulatory approval [16] Product Development - Pharma Two B is developing P2B001, an innovative combination product candidate for the treatment of Parkinson's Disease, which aims to provide a safe, once-daily treatment with a lower incidence of excessive daytime sleepiness [2][19] - The NDA submission for P2B001 is targeted for the first half of 2026 [2][26] - P2B001 has demonstrated benefits comparable to marketed doses of pramipexole while minimizing side effects [20] Ownership Structure Post-Merger - Upon completion of the merger, current Pharma Two B equity-holders will own approximately 85% of the combined company, while current Hepion equity-holders will own approximately 15% on a pro forma basis [26] - After the closing of the $11.5 million concurrent private financing, ownership will adjust to approximately 44.5% for Pharma Two B equity-holders, 7.8% for Hepion equity-holders, and 47.7% for investors in the private financing [26]