Failure to Satisfy Listing Rule Form 8 K

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On November 20, 2024, Hepion Pharmaceuticals, Inc., a Delaware corporation (the "Company"), received written notice (the "Notice") from the Nasdaq Stock Market, LLC ("Nasdaq") indicating that since the Company's Form 10-Q for the period ended September 30, 2024 reported a stockholders' deficit of ($406,685) and the Company does not meet the alternatives of minimum of $35 million market value of listed securities or net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the last three most recently completed fiscal years (the "Listing Rule"), the Company no longer complies with the Listing Rule. The Notice has no effect at this time on the Common Stock, which continues to trade on the Nasdaq Capital Market under the symbol "HEPA."

Under the Listing Rule, the Company has 45 days to submit a plan to regain compliance. If the plan is accepted, Nasdaq can grant an extension of up to 180 calendar days from the date of the Notice to evidence compliance.

In the event Nasdaq does not accept the Company's plan, the Company will have the opportunity to appeal to a hearings panel.

There can be no assurance that the Company will be successful in maintaining its listing of its common stock on the Nasdaq Capital Market.