Item 5.02                                           Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 4, 2019, Hepion Pharmaceuticals, Inc. (the “Company”) entered into an Executive Agreement with John Cavan, the Company’s Chief Financial Officer (the “Agreement”) which provides for an initial term of three years, subject to automatic one year renewals thereafter unless the Agreement is terminated in accordance with its terms. Pursuant to the terms of the Agreement, Mr. Cavan is entitled to receive an annual base salary of $325,000 and is eligible for an annual bonus based on achievement of performance objectives. The target amount of the annual bonus is 25% of Mr. Cavan’s base salary. Mr. Cavan will be eligible to participate in all employee welfare and benefit plans and shall receive such other fringe benefits as the Company offers to its senior executives and directors.

If Mr. Cavan’s employment is terminated by us for cause or as a result of Mr. Cavan’s death or permanent disability, or if Mr. Cavan terminates his employment agreement voluntarily without Good Reason (as defined in the Agreement), Mr. Cavan will be entitled to receive a lump sum equal to (i) any portion of unpaid base compensation then due for periods prior to termination, (ii) any bonus earned but not yet paid, and (iii) all business expenses reasonably and necessarily incurred by Mr. Cavan prior to the date of termination. If Mr. Cavan’s employment is terminated by us without cause or by Mr. Cavan for Good Reason, Mr. Cavan will be entitled to receive the amounts due upon termination of his employment by us for cause or as a result of his death or permanent disability, or upon termination by Mr. Cavan of his employment voluntarily without Good Reason, in addition to (provided that Mr. Cavan executes a written release with respect to certain matters) a severance payment equal to his base compensation for 9 months from the date of termination and reimburse Mr. Cavan’s payment of COBRA premiums for 9 months from the date of termination. In addition, if Mr. Cavan’s employment is terminated: (a) by us without cause within 6 months prior to a change of control (as defined in the Agreement) that was pending during such 6 month period, (b) by Mr. Cavan for Good Reason within 6 months after a change of control, or (c) by us without cause at any time upon or within 6 months after a change of control, Mr. Cavan would be entitled to receive the amounts due upon termination of his employment by us for cause or as a result of his death or permanent disability, or upon termination by Mr. Cavan voluntarily without Good Reason, provided, if Mr. Cavan executes a written release with respect to certain matters, he will be entitled to a severance payment equal to his base compensation for 9 months from the date of termination and reimbursement of his payment of COBRA premiums for 9 months from the date of termination.  In addition, all of Mr. Cavan’s unvested stock options and other equity awards would immediately vest and become fully exercisable (x) in the event a change of control transaction is pending, for a period of six months following the date of termination, and (y) in the event a change of control transaction is not then pending, for the period of time set forth in the applicable agreement evidencing the award.

The foregoing description of the Agreement is not intended to be complete and is qualified in its entirety by reference to the  Agreement, a copy of  which will be filed as an exhibit to the Company’s quarterly report on Form 10-Q for the three months ended September 30, 2019.

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