Pharma Two B to Go Public via Merger with Hepion Pharmaceuticals and $11.5M Private Placement

Pharma Two B Ltd. (“Pharma Two B”) has announced a merger agreement with Hepion Pharmaceuticals, Inc. (“Hepion”) (Nasdaq: HEPA). Upon completion of the merger, Pharma Two B’s current equity holders will possess approximately 85% of the combined entity, while Hepion’s equity holders will hold around 15%. Following an $11.5 million concurrent private financing at closing, Pharma Two B’s equity holders will own approximately 44.5%, Hepion’s equity holders about 7.8%, and the private financing investors around 47.7% of the combined company.

The merger involves integrating Hepion into Pharma Two B as an indirectly wholly-owned subsidiary, with the resultant company retaining the "Pharma Two B" name. Pharma Two B plans to file a registration statement with the SEC to list its ordinary shares on Nasdaq under the ticker “PHTB”. Pharma Two B is advancing P2B001, an innovative combination product for treating Parkinson’s Disease (PD), with a New Drug Application (NDA) submission anticipated in the first half of 2026.

Pharma Two B’s CEO, Dan Teleman, emphasized that P2B001 provides a novel, user-friendly therapeutic method designed to offer an effective, safe, once-daily treatment without the need for titration. This treatment aims to reduce daytime sleepiness, a common side effect of current PD medications. With the Phase 3 clinical trial successfully completed, Pharma Two B is poised to enter the public equity markets and progress towards making P2B001 available to patients.

John Brancaccio, Hepion’s Executive Chairman, stated that the merger is a strategic move to deliver value to their stockholders. Hepion has also announced a private placement of $2.9 million in non-convertible senior notes to qualified institutional investors, with $600,000 of the proceeds loaned to Pharma Two B.

In support of the merger, Pharma Two B has secured an $11.5 million private placement with institutional life science investors. This placement includes ordinary shares and Series A and B warrants, both with exercise prices of $6.00 per share. The proceeds from this financing will help fund further development of P2B001 and repay up to $2.9 million of Hepion’s senior unsecured notes.

The merger is valued at an estimated pro forma implied equity value of roughly $58.5 million. Post-merger, Pharma Two B expects to have around $11.5 million in gross cash proceeds to support the ongoing growth and advancement of P2B001 and to settle outstanding senior unsecured notes.

The combined company will be led by Pharma Two B’s management, supported by a team of experts in Parkinson’s Disease, and will benefit from the backing of dedicated investors. The merger, expected to close in the fourth quarter of 2024, is subject to approval by Hepion’s stockholders, regulatory consent, and other customary conditions.

Pharma Two B is dedicated to improving patients’ quality of life by developing innovative combination drugs for neurological disorders that offer significant clinical benefits, enhanced safety, and convenience. Their lead product, P2B001, combines low doses of pramipexole and rasagiline in a fixed-dose, extended-release formulation. It has demonstrated comparable benefits to higher doses of marketed pramipexole-ER, with fewer side effects in a Phase 3 clinical trial.

Hepion’s main asset, Rencofilstat, is a cyclophilin inhibitor that has shown promise in reducing liver fibrosis and tumor burden in hepatocellular carcinoma models. The FDA has granted Rencofilstat Fast Track and Orphan Drug designations for treating NASH and HCC, respectively.

The merger between Pharma Two B and Hepion marks a significant step towards advancing the treatment options for Parkinson’s Disease and enhancing shareholder value.