What changed in this filing

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Item 1. Financial Statements

2025-11-14 compared with 2025-08-13 · 399 added, 206 removed, 371 unchanged (62% of the section changed)

2 unchanged sentences

Condensed Balance Sheets

September 30,

Current Assets

Cash and cash equivalents

Deposit to be refunded

Prepaid expenses and other current assets

Total Current Assets

HYPE digital tokens

Property and equipment, net

Security deposits, non-current

HYPE - digital assets

Digital intangible assets

Operating lease right-of-use asset

Liabilities and Stockholders’ Equity (Deficiency)

Liabilities and Stockholders’ Equity (Deficit)

Current Liabilities:

Accounts payable

Accrued inducement grant

Accrued former licensor obligations

1 unchanged sentence

Operating lease liabilities - current portion

Notes payable - current portion, net of debt discount of $ 0 and $ 527,870 as of June 30, 2025 and December 31, 2024, respectively

Convertible notes payable - current portion, net of debt discount of $ 0 and $ 263,930 as of June 30, 2025 and December 31, 2024, respectively

Notes payable - current portion, net of debt discount of $ 0 and $ 527,870 as of September 30, 2025 and December 31, 2024, respectively

Convertible notes payable - current portion, net of debt discount of $ 0 and $ 263,930 as of September 30, 2025 and December 31, 2024, respectively

Total Current Liabilities

Notes payable - non-current portion, net of debt discount of $ 654,151 and $ 0 as of June 30, 2025 and December 31, 2024, respectively

Notes payable - non-current portion, net of debt discount of $ 598,691 and $ 0 as of September 30, 2025 and December 31, 2024, respectively

Operating lease liabilities - non-current portion

1 unchanged sentence

Commitments and contingencies (Note 9)

Stockholders’ Equity (Deficiency):

Stockholders’ Equity (Deficit):

Preferred stock, $ 0.0001 par value, 60,000,000 shares authorized;

Series A Non-Voting Convertible Preferred Stock, 5,435,898 shares designated, and 5,435,897 and 0 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

Series A Non-Voting Convertible Preferred Stock, 5,435,898 shares designated, and 5,435,897 and 0 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

Common stock, $ 0.0001 par value, 600,000,000 shares authorized;

4,854,827 and 1,506,369 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

7,162,659 and 1,506,369 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

Additional paid-in capital

2 unchanged sentences

( 195,309,992 )

Total Stockholders’ Equity (Deficiency)

Total Stockholders’ Equity (Deficit)

( 13,095,952 )

Total Liabilities and Stockholders’ Equity (Deficiency)

Total Liabilities and Stockholders’ Equity (Deficit)

The accompanying notes are an integral part of these condensed financial statements.

2 unchanged sentences

For the Three Months Ended

For the Six Months Ended

Operating Income

For the Nine Months Ended

September 30,

Cost of revenue

Gross Profit (Loss)

Operating Expenses:

Operating (Income) Expenses:

Research and development

Selling, general and administrative

Realized gains - digital assets

( 6,942,713 )

Unrealized gains - digital assets

( 6,440,804 )

Impairment loss - digital intangible assets

Reacquisition of license rights

Total Operating Expenses

Loss From Operations

Net Operating (Income) Expenses

( 4,125,685 )

Income (Loss) From Operations

( 7,331,927 )

3 unchanged sentences

Other income (expense), net

Gain on debt extinguishment

Gain on extinguishment of liability

Change in fair value of equity consideration payable

3 unchanged sentences

Interest income

Total Other Income (Expense)

( 8,690,919 )

Total Other Income (Expense), Net

Net Income (Loss)

( 7,887,853 )

2 unchanged sentences

Dividend to preferred stockholders

Net Loss Attributable to Common Stockholders

( 8,788,086 )

Net Income (Loss) Attributable to Participating Securities

( 7,887,853 )

1 unchanged sentence

( 29,863,653 )

Net Loss Per Share - Basic and Diluted

Weighted Average Shares Outstanding - Basic and Diluted

Net Income (Loss) per Common Share

Weighted Average Number of Common Shares Outstanding:

The accompanying notes are an integral part of these condensed financial statements.

HYPERION DEFI, INC.

Condensed Statements of Changes in Stockholders’ Equity (Deficiency)

For the Three and Six Months Ended June 30, 2025

Condensed Statements of Changes in Stockholders’ Equity (Deficit)

For the Three and Nine Months Ended September 30, 2025

Preferred Stock

Stockholders’

Equity (Deficiency)

Equity (Deficit)

Balance - January 1, 2025

22 unchanged sentences

( 207,484,444 )

For the Three and Six Months Ended June 30, 2024

Issuance of common stock in At the Market offering [5]

Issuance of common stock from exercise of warrants [6]

Issuance of common stock from the delivery of vested restricted stock units

Stock-based compensation

Preferred stock dividend

Balance - September 30, 2025

( 200,858,862 )

[1] Includes gross proceeds of $ 5,851,007 less total issuance costs of $ 187,741 .

[2] Includes gross proceeds of $ 1,039,206 less total issuance costs of $ 116,456 .

Also note that incremental value and non-cash warrant modification and additional warrants issuance costs related to the warrant inducement entered into on January 16, 2025 offset to a zero balance.

See Note 10 - Stockholders’ Equity (Deficit).

[3] Includes gross proceeds of $ 50,000,000 less total issuance costs of $ 634,250 .

[4] Includes gross proceeds of $ 2,657,659 less total issuance costs of $ 98,519 .

[5] Includes gross proceeds of $ 22,489,548 less total issuance costs of $ 705,603 .

[6] Partial exercise of the Armistice warrants.

The accompanying notes are an integral part of these condensed financial statements.

HYPERION DEFI, INC.

Condensed Statements of Changes in Stockholders’ Equity (Deficit)

For the Three and Nine Months Ended September 30, 2024

Preferred Stock

Stockholders’

Equity (Deficiency)

Equity (Deficit)

Balance - January 1, 2024

1 unchanged sentence

Issuance of common stock in At the Market offering [7]

Cashless exercise of stock options

Stock-based compensation

Issuance of common stock related to vested restricted stock units

( 10,922,101 )

12 unchanged sentences

( 2,369,903 )

[1] Includes gross proceeds of $ 5,851,007 less total issuance costs of $ 187,741 .

[2] Includes gross proceeds of $ 1,039,206 less total issuance costs of $ 116,456 .

Also note that incremental value and non-cash warrant modification and additional warrants issuance costs related to the warrant inducement entered into on January 16, 2025 offset to a zero balance.

See Note 11 - Stockholders’ Equity (Deficiency).

Issuance of common stock and warrants in offerings [12]

Warrant modification - incremental value [13]

Warrant modification - in issuance costs for registered direct offering [14]

( 2,868,000 )

Issuance of common stock in At the Market offering [15]

Stock-based compensation

( 7,887,853 )

Balance – September 30, 2024

( 175,355,212 )

[7] Includes gross proceeds of $ 3,293,347 less total issuance costs of $ 98,800 .

[8] Includes gross proceeds of $ 2,000,000 less total issuance costs of $ 111,171 .

[9] Shares issued as partial consideration for License Agreement with Formosa Pharmaceuticals Inc.

[10] Shares issued in partial consideration for reacquisition of License Agreement with Bausch & Lomb Ireland Limited.

[11] Includes gross proceeds of $ 1,728,804 less total issuance costs of $ 51,868 .

[12] Includes gross proceeds of $ 14,139,994 less total issuance costs of $ 1,791,816 .

[7] Shares issued as partial consideration for License Agreement with Formosa Pharmaceuticals Inc.

[8] Shares issued in partial consideration for reversion of License Agreement with Bausch & Lomb Ireland Limited.

[13] Offering includes modification of warrants and additional warrants in the July 2024 offering.

[14] Non-cash warrant modification and additional warrants issuance costs related to one of the offerings of $ 2,868,000 are shown on a separate line item.

[15] Includes gross proceeds of $ 1,212,251 less total issuance costs of $ 36,368 .

2 unchanged sentences

Condensed Statements of Cash Flows

For the Six Months Ended

For the Nine Months Ended

September 30,

Cash Flows From Operating Activities

2 unchanged sentences

Adjustments to reconcile net loss to net cash used in operating activities:

Stock-based compensation - accrued inducement grant

Stock-based compensation - other

Stock-based compensation

Change in fair value of equity consideration payable

5 unchanged sentences

Reacquisition of license rights

Amortization of operating lease

Gain on extinguishment of debt

Non-cash lease expense

Gain on extinguishment of liabilities

( 2,334,711 )

Unrealized gain on HYPE digital assets

( 6,440,804 )

Non-cash realized gain on HYPE digital assets

( 6,938,236 )

Impairment loss - digital intangible assets

HYPE staking income

Interest expense added to note principal

Changes in operating assets and liabilities:

Deposit to be refunded

Prepaid expenses and other current assets

License fee and expense reimbursement receivables

Deferred clinical supply costs

Accounts payable

( 1,051,023 )

Security and equipment deposits

Accounts payable

Accrued compensation

Accrued expenses and other current liabilities

4 unchanged sentences

Cash Flows From Investing Activities

Purchases of property and equipment

Purchases of HYPE digital tokens

Purchase of property and equipment

Purchase of productive digital assets

( 65,635,000 )

4 unchanged sentences

Payment of direct offering costs

( 1,902,987 )

Proceeds from sale of preferred stock and warrants in private placement

3 unchanged sentences

Proceeds from induced exercise of stock warrants

Payment of cash issuance costs for induced exercise of stock warrants

Proceeds from exercise of stock warrants

Payment of cash issuance costs for induced exercise of stock warrants

Reverse stock split settlement of fractional shares

3 unchanged sentences

( 3,773,746 )

Payment of preferred dividend

Net Cash Provided By Financing Activities

6 unchanged sentences

Condensed Statements of Cash Flows, continued

For the Six Months Ended

For the Nine Months Ended

September 30,

Supplemental Disclosure of Cash Flow Information:

1 unchanged sentence

Supplemental Disclosure of Non-Cash Investing and Financing Activities

Deposits of HYPE into liquid staking activities

Purchase of insurance policy financed by note payable

Accrual for intangible asset milestone obligation

Dividend payable

Reclassification of deferred clinical supply costs to inventories

13 unchanged sentences

(“Hyperion DeFi” or the “Company”), formerly known as Eyenovia, Inc., is the first U.S.

publicly listed company building a long-term strategic treasury of HYPE as well as a pioneering digital ophthalmic technology company.

Hyperion DeFi is working to provide its shareholders with simplified exposure to the Hyperliquid ecosystem, which we believe to be one of the fastest-growing, highest revenue-generating blockchains in the world.

publicly listed company building a long-term strategic treasury of HYPE.

Hyperion DeFi is working to provide its shareholders with simplified exposure to the Hyperliquid ecosystem.

At the same time, the Company continues to execute on its planned completion of the development and registration of its Optejet ophthalmic liquid delivery device.

1 unchanged sentence

Hyperliquid supports fully on-chain perpetual futures and spot order books, operating with block times of approximately 70 milliseconds.

Hyperion DeFi’s new strategy is designed to allow shareholders to benefit from a gradually compounding exposure to HYPE, both from its native staking yield and additional revenues generated from its unique on-chain utility.

Hyperion DeFi’s strategy is designed to allow shareholders to benefit from a gradually compounding exposure to HYPE, both from its native staking yield and additional revenues generated from its unique on-chain utility.

Hyperion DeFi is also completing development of its proprietary Optejet User Filled Device, designed to work with a variety of topical ophthalmic liquids, including artificial tears and lens rewetting products.

The Optejet is especially useful in chronic front-of-the-eye diseases due to its ease of use, enhanced safety and tolerability, and potential for superior compliance monitoring versus standard eye drops.

Together, these benefits may result in higher treatment compliance and better outcomes for patients and providers.

The Optejet is especially useful in chronic front-of-the-eye diseases due to its ease of use, enhanced safety and tolerability.

Beginning in July 2025, the Company used the proceeds from its capital raising activities to acquire and deploy HYPE in various revenue-generating activities, which includes native staking, liquid staking and its proprietary HYPE Asset Use Service product.

Basis of Presentation

3 unchanged sentences

GAAP for complete financial statements.

In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the condensed financial statements of the Company as of June 30, 2025 and for the three and six months ended June 30, 2025 and 2024.

The results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of the operating results for the full year ending December 31, 2025 or any other period.

In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the condensed financial statements of the Company as of September 30, 2025 and for the three and nine months ended September 30, 2025 and 2024.

The results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the operating results for the full year ending December 31, 2025 or any other period.

These unaudited condensed financial statements should be read in conjunction with the audited financial statements and related disclosures of the Company as of December 31, 2024 and for the year then ended, which were included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission (“SEC”) on April 15, 2025 (the “2024 Form 10-K”), as amended by Amendment No.

12 unchanged sentences

Since the Company’s inception, it has had a history of recurring net losses from operations, recurring use of cash in operating activities and working capital deficits.

As of June 30, 2025, the Company had a working capital deficit of $ 923,797 .

For the six months ended June 30, 2025, the Company had a net loss of $ 12,174,452 and cash used in operating activities of $ 7,889,797 .

These factors raise substantial doubt about the Company’s ability to meet its obligations as they become due within the twelve months from the date these condensed financial statements are issued.

Management’s plans to mitigate the factors which raise substantial doubt include (i) reducing operating expenses upon the anticipated registration by the U.S.

Food and Drug Administration of the Optejet User Filled Device, (ii) raising additional funds through future financings, and (iii) if necessary, sales of HYPE digital tokens to fund operations.

Management’s plan is expected to alleviate the substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements.

As disclosed in the Company’s December 31, 2024 Form 10-K, there was substantial doubt about the ability of the Company to continue as a going concern for at least one year from the date the financial statements were issued.

This was based on a significant working capital deficiency, significant historical losses and the need to raise additional funds to meet the Company’s obligations and sustain its operations.

During the nine months ended September 30, 2025, the Company raised significant capital through both an ATM offering and a private placement of Series A preferred stock (see Note 10 – Stockholders’ Equity (Deficit).

A significant amount of the proceeds generated from these capital raises was used to purchase digital assets in connection with the launch of the Company’s new long-term strategic treasury of HYPE.

The Company also extended the maturity date of its Loan and Security Agreement (see Note 8 – Notes Payable and Convertible Notes Payable).

These actions have alleviated the substantial doubt about the Company’s ability to continue as a going concern that existed at the time the Company filed its December 31, 2024 Form 10-K.

As of September 30, 2025, the Company had unrestricted cash and cash equivalents of approximately $ 8.2 million and working capital of $ 5.0 million.

For the three and nine months ended September 30, 2025, the Company generated net income of approximately $ 6.6 million and incurred a net loss of approximately $ 5.5 million, respectively.

For the nine months ended September 30, 2025, the Company used cash in operating activities of approximately $ 10.7 million.

Based on the Company’s current financial condition and forecast of cash flow needs for the next twelve months, Management expects that the Company’s existing resources will be sufficient to enable the Company to fund its anticipated level of operations through one year from the date of this report.

The Company’s financial condition is substantially dependent on the market price and liquidity of HYPE tokens, which are subject to extreme volatility and limited trading venues.

Substantially all of the Company’s treasury assets are concentrated in HYPE tokens, the native cryptocurrency of the Hyperliquid protocol.

HYPE tokens have experienced significant price volatility, and the Company’s financial results and carrying value of its digital assets will fluctuate materially based on HYPE token price movements.

The Company depends on the continued success and adoption of the Hyperliquid protocol for the value of its treasury holdings.

The Company plans to continue to pursue additional capital through its at-the-market offering programs in the future, however, such funding may not be available on terms acceptable to the Company or at all.

Although Management believes that such capital sources will continue to be available, there can be no assurances that financing will be available to the Company when needed, or if available, on terms acceptable to the Company.

If the Company is unable to obtain adequate financing on terms that are satisfactory to the Company, when the Company requires it, the Company’s ability to continue to grow or support the business and to respond to business challenges could be significantly limited, which may adversely affect the Company’s business plans.

Note 3 – Summary of Significant Accounting Policies

The Company disclosed its significant accounting policies in Note 2 – Summary of Significant Accounting Policies included in the 2024 Form 10-K.

There have been no material changes to the Company’s significant accounting policies during the six months ended June 30, 2025, except as disclosed below.

There have been no material changes to the Company’s significant accounting policies during the nine months ended September 30, 2025, except as disclosed below.

Cash and Cash Equivalents

2 unchanged sentences

The Company has not experienced losses in such accounts and periodically evaluates the creditworthiness of its financial institutions.

As of June 30, 2025, the Company had cash and cash equivalent balances in excess of FDIC insurance limits of $ 7,158,274 .

As of September 30, 2025, the Company had cash and cash equivalent balances in excess of FDIC insurance limits of $ 7,860,006 .

HYPERION DEFI, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

Digital Assets

The Company follows Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No.

2023-08, Intangibles - Goodwill and Other - Crypto Assets (Subtopic 350-60):

Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”), to account for digital assets, ASU 2023-08 requires an entity to measure certain digital assets at fair value and provides guidance for disclosures related to digital assets.

The Company recognizes HYPE digital tokens at fair value (see Note 6 – HYPE Digital Tokens).

The Company has separately determined that gains or losses on digital assets held as a long-term investment are not related to its core operations, and therefore classifies all gains and losses on the remeasurement of these digital assets as non-operating income or expense in its financial statements.

HYPE digital tokens are a treasury asset with the intention to be held as a long-term investment.

Digital assets are valued using prices as reported on the Company’s principal market as of the date and time of determination.

The Company’s digital assets primarily include HYPE (the Hyperliquid network’s utility token) and HiHYPE (a liquid staking token).

HYPE is accounted for in accordance with ASC 350-60, Intangibles—Goodwill and Other—Crypto Assets (“ASC 350-60”).

HiHYPE is treated as an intangible asset in accordance with ASC 350-30, Intangibles—Goodwill and Other—General Intangibles Other Than Goodwill (“ASC 350-30”) as the HiHYPE represents a claim on HYPE and therefore, does not meet the scoping requirements of ASC 350-60.

HYPE digital assets are initially recorded at cost and then subsequently remeasured at fair value as of the balance sheet date with changes in fair value recognized as unrealized gains or losses in operating income (expense).

Upon derecognition of HYPE, the Company recognizes realized gains or losses in operating income (expense), based upon the fair value of HYPE on the date of derecognition.

HiHYPE tokens and Other Digital Assets are intangible assets with indefinite lives;

they are not amortized but are subject to impairment.

HiHYPE is recorded at acquisition cost, reflecting the fair value of HYPE deposited in the liquid staking pool and tracked by lot.

These assets are presented as digital intangible assets in the Condensed Consolidated Balance Sheets at cost, net of any recognized impairments.

The Company tests digital intangible assets for impairment quarterly and more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired.

The test for impairment consists of a comparison of the fair value of the digital intangible assets with their carrying amounts.

Should market prices fall below carrying value, the resulting difference is recognized as an impairment charge.

Such impairment charges are presented as impairment of digital intangible assets in operating income (expense).

The Company uses the specific identification method to track the cost basis of all digital intangible assets.

Fair Value Measurement

The Company determines fair value measurements for digital assets in accordance with ASC 820, Fair Value Measurements (“ASC 820”), which defines fair value as the exit price that would be received to sell an asset or paid to transfer a liability in an ordinary transaction between market participants.

ASC 820 establishes a framework for valuation techniques, prioritized by reliability, according to the following tiers:

Level 1 - Unadjusted quoted prices in active markets for identical assets and liabilities

Level 2 - Quoted prices for similar assets and liabilities in active markets;

quoted prices for similar or identical assets and liabilities in markets that are not active;

valuation models in which all significant inputs are derived from observable market data

Level 3 - Unobservable valuation model inputs for assets and liabilities such as discounted cash flow models or similar techniques;

inputs for fair value instruments;

includes assumptions and may require significant judgment and estimation by management

The Company’s digital assets are subject to fair value measurements on a recurring basis and the level of inputs used for such measurements were as follows:

September 30, 2025

Carrying Value

HYPE digital assets

HYPE digital assets are measured at fair value on a recurring basis using quoted prices in its principal market (Level 1 inputs).

The Company has designated a principal market based on the market the Company has access to that has the greatest volume and level of orderly transactions for HYPE.

The Company reassesses its principal market when facts and circumstances change, including but not limited to when new markets become accessible, or the volume/activity in the current principal market declines.

HYPERION DEFI, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

Revenue Recognition

The Company jointly operates a validator node on the Hyperliquid blockchain network and earns HYPE as rewards and commission income for validating transactions and maintaining network security.

These activities include both self-staking (using the Company’s own tokens) and providing validation services to third-party delegators.

The provision of services related to transaction validation on the Hyperliquid blockchain network (through both staking rewards and commission income) is an output of the Company’s ordinary activities.

The Company recognizes revenue from native staking in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”) by following the five steps -- identify the contract, identify the performance obligation, determine the transaction price, allocate the transaction price to the performance obligation and determine when to recognize revenue.

Revenue is recognized upon transfer of control of promised products or services (i.e., performance obligations) to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for promised goods or services.

The Company earns commission income in the form of HYPE from validator operations and staking rewards in the form of HYPE from self-staking.

A contract with enforceable rights and obligations exists when the Company stakes its tokens to the validator and starts solving blocks on the Hyperliquid blockchain, which is the customer by analogy.

The contract term is the length of each staking epoch, which is approximately 90 minutes.

Staking rewards and commission income are recognized as revenue when the Company satisfies its performance obligations (i.e., successfully validates blocks or transactions as determined by the protocol) ratably over the contract term.

The HYPE earned are noncash consideration and therefore measured at fair value at the inception of each contract.

Because the Company does not unilaterally control the validator, the Company is not the principal to the validation service.

As such, the Company presents staking rewards and commission income as revenue on a net basis, reflecting only the portion of protocol rewards and commission to which it is entitled.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law, which makes permanent many of the tax provisions enacted in 2017 as part of the Tax Cuts and Jobs Act that were set to expire at the end of 2025.

In addition, OBBBA makes changes to certain U.S.

corporate tax provisions, but many are generally not effective until 2026.

While further evaluation is ongoing, the new tax legislation is not expected to have a material impact on the Company’s financial position or results of operations.

Reclassifications

1 unchanged sentence

These reclassifications have no effect on previously reported results of operations or loss per share.

HYPERION DEFI, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

Note 4 - Net Loss Per Share of Common Stock

Note 4 - Net Income (Loss) Per Share of Common Stock

The Company’s net income (loss) per share is calculated using the two-class method in accordance with ASC Topic 260, Earnings Per Share.

The two-class method allocates earnings between common stockholders and holders of participating securities.

The Company’s Series A Preferred Stock (see Note 11 - Stockholders’ Equity (Deficiency) – Securities Purchase Agreement) are deemed to be participating securities due to their rights to participate in dividends with common stock.

However, the two-class method has no impact on the calculation of loss per share because the holders of participating securities are not required to absorb losses.

Basic net loss per share of common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, plus fully vested shares that are subject to issuance for little or no monetary consideration.

Diluted loss per share reflects the potential dilution that could occur if securities or other instruments to issue common stock were exercised or converted into common stock.

The following table presents the computation of basic and diluted net loss per common share:

The Company’s Series A Preferred Stock (see Note 10 - Stockholders’ Equity (Deficit) – Securities Purchase Agreement) are deemed to be participating securities due to their rights to participate in dividends with common stock.

However, the two-class method has no impact on the calculation of loss per share during periods when the Company has a net loss, because the holders of participating securities are not required to absorb losses.

Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period, Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding, plus the number of additional common shares that would have been outstanding if the common share equivalents had been issued (computed using the treasury stock or if converted method), if dilutive.

There were no dilutive securities outstanding during the nine months ended September 30, 2025 or the three and nine months ended September 30, 2024.

HYPERION DEFI, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

The following table presents the computation of basic and diluted net income (loss) per common share:

For the Three Months Ended

For the Six Months Ended

Net loss attributable to common stockholders

For the Nine Months Ended

September 30,

Net income (loss) attributable to participating securities

( 7,887,853 )

1 unchanged sentence

( 29,863,653 )

Net income attributable to preferred shareholders

( 4,257,069 )

Net income (loss) available to common shareholders

( 7,887,853 )

( 6,441,037 )

( 29,863,653 )

Denominator (weighted average quantities):

Common shares issued

Undelivered vested restricted shares

Denominator for basic and diluted net loss per share

Basic and diluted net loss per common share

The following securities are excluded from the calculation of weighted average diluted shares of common stock because their inclusion would have been anti-dilutive:

Common stock purchase warrants

Stock options

Convertible notes

Restricted stock units

Total potentially dilutive shares

HYPERION DEFI, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

Vested unissued restricted stock units

Denominator for basic net income (loss) per share

Effect of dilutive securities:

Assumed exercise of warrants, treasury stock method

Assumed vesting of restricted stock units

Denominator for diluted net income (loss) per share

Net Income (Loss) Per Share

The following securities are excluded from the calculation of weighted average diluted shares of common stock for the three and nine months ended September 30, 2025 and 2024, because their inclusion would have been anti-dilutive:

For the Three Months Ended

For the Nine Months Ended

September 30,

Series A Convertible Preferred

Convertible debt

Note 5 – Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following:

September 30,

Prepaid insurance expenses

Prepaid general and administrative expenses

Payroll tax receivable

Prepaid patent expenses

Prepaid general and administrative expenses

Other prepaid expenses

Total prepaid expenses and other current assets

Note 6 – HYPE Digital Tokens

The Company’s digital assets are comprised solely of HYPE digital tokens which the Company began purchasing in June 2025.

In June 2025, the Company purchased a total of 1,306,452 HYPE digital tokens at a total cost of $ 45.5 million, which based upon the proximity of purchases to quarter end, is representative of fair value as of June 30, 2025.

Note 7 – Accrued Inducement Grant

On June 17, 2025, the Company entered into an employment agreement with an executive which included a commitment to issue a fully vested inducement grant of 500,000 shares of common stock of the Company.

The fair value of the shares to be issued at the contract date (June 17, 2025) was $ 3,485,000 based on the closing price of the Company’s common stock of $ 6.97 per share.

At June 30, 2025, the mark-to-market increase in the fair value of the shares to be issued was $ 1,705,000 , based on the closing price of the Company’s common stock of $ 10.38 per share, resulting in a total fair value of $ 5,190,000 which shares had not been issued as of June 30, 2025.

HYPERION DEFI, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

Note 6 – Digital Assets

The following table represents a reconciliation of the Company’s assets and (liabilities) related to its digital assets:

Balance, December 31, 2024

Purchases of HYPE through June 30, 2025

Balance, June 30, 2025

Proceeds from sale of covered call option

Deposits of HYPE into liquid staking activities

( 41,174,779 )

Receipt and accrual of HYPE from native staking activities

Unrealized gains

Realized gains

( 6,289,847 )

Balance, September 30, 2025(2)

The liability for the Company’s covered call option is included in accrued expenses in the accompanying balance sheet.

The balance as of September 30, 2025 represents fair value for the HYPE digital assets and the covered call option liability, and represents the carrying value for the digital intangible assets.

HYPE Digital Assets

The following table sets forth the units held, cost basis, and fair value of HYPE digital assets held, as shown on the balance sheet as of September 30, 2025:

Cost basis is equal to the cost of the HYPE tokens, net of any transaction fees, if any, at the time of purchase or upon receipt.

Fair value represents the quoted HYPE token prices within the Company’s principal market at the time of measurement (midnight UTC).

The receipts of HYPE from native staking represent the rewards and commissions earned from native staking.

During both the three and nine months ended September 30, 2025, the Company recognized cumulative realized gains of $ 7.6 million and cumulative realized loss of $ 0.7 million, upon the deposit of HYPE into liquid staking.

Digital intangible assets

The following table sets forth the cost basis, impairment amount, and carrying amount of digital intangible assets held, as shown on the balance sheet as of September 30, 2025:

Carrying Value

Other digital assets

The Company tracks the cost of HiHYPE by lot.

Impairment losses for HiHYPE are recognized when a lot’s carrying value falls below its fair value, which is measured on a daily basis during the holding period.

The fair value of HiHYPE is determined using observable Level 1 and Level 2 inputs, primarily consisting of market prices for a similar asset - specifically, the original HYPE tokens exchanged

HYPERION DEFI, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

For the period ending September 30, 2025, the Company reported an impairment loss of $ 6.3 million on the condensed statement of operations under impairment of digital intangible assets.

Beginning in July 2025, the Company used the proceeds from its capital raising activities to acquire and deploy HYPE in staking activities, which includes native staking and liquid staking.

Native Staking

The Company jointly operates a co-branded Hyperliquid validator, known as “Kinetiq × Hyperion” (“KxH”), with Kinetiq Research Pte (“Kinetiq”) and Pier Two Pty Ltd (“Pier Two”).

Commission income from validation services, in the form of HYPE, is shared among the Company, Kinetiq and Pier Two.

The Company participates in native staking by delegating its own HYPE digital assets to the co-branded KxH validator node and receives staking rewards in return.

The Company is also entitled to commission income charged to third party delegators, for successfully validating transactions.

These rewards are received by the Company directly from the Hyperliquid network.

As of September 30, 2025, the Company had native staked 534,664 HYPE to the KxH validator node.

The Company earned 7,116 HYPE valued at $ 302,506 from such staking activities for the three and nine months ended September 30, 2025.

Liquid Staking

The Company engages in liquid staking arrangements, through staking HYPE in exchange for a receipt token (HiHYPE).

HiHYPE is a liquid staking receipt token with a floating redemption rate, based on the value of underlying staked HYPE and related rewards, penalties, and fees.

HiHYPE can be transferred, monetized, and used in other types of transactions, even while the underlying HYPE assets remain staked.

Upon depositing HYPE into the liquid staking pool, the Company recognizes any realized gains or losses on the HYPE in accordance with ASC 610-20, Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets as the Company does not control the HYPE deposited into the liquid staking pool.

Staking rewards that accrued to staked HYPE in the liquid staking pool were not recognized as revenue in the quarter ended September 30, 2025.

These rewards will not be recognized until HiHYPE tokens are redeemed or sold.

No HiHYPE was redeemed or sold in the quarter ending September 30, 2025.

Note 7 – Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:

Accrued licensee reimbursement

Accrued offering costs

Accrued rework of clinical supply returns

Accrued professional services

Accrued deposit for cancelled equipment orders

Accrued franchise tax

September 30,

Accrued dividend

Accrued legal settlement

Accrued compensation expense

Accrued fixed asset disposal costs

Accrued clinical studies costs

Accrued professional services

Accrued rework of clinical supply returns

Accrued licensee reimbursement

Other accrued expenses

Total accrued expenses and other current liabilities

2 unchanged sentences

(“Formosa”), whereby the Company acquired an exclusive license to commercialize, in the United States and its territories, products related to a novel formulation of Clobetasol Proprionate.

On June 6, 2025 (the “Termination Date”), the Company and Formosa entered into the Mutual Termination Agreement, whereby the License Agreement (and all other agreements between the Company and Formosa)

On June 6, 2025 (the “Termination Date”), the Company and Formosa entered

HYPERION DEFI, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

would be terminated, subject to certain terms and conditions.

into the Mutual Termination Agreement, whereby the License Agreement (and all other agreements between the Company and Formosa) would be terminated, subject to certain terms and conditions.

Formosa and the Company each agreed to provide the other party with a release of all claims, including Formosa releasing the Company from total obligations of $ 2.2 million.

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Notes payable and convertible notes payable consisted of the following:

June 30, 2025

September 30, 2025

December 31, 2024

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Pursuant to the Second Amendment, at any time on or after April 1, 2025, the Lenders also had the right, at their discretion, but not the obligation, to convert an aggregate amount of up to $ 10.0 million of the aggregate principal amount under the Avenue Loan Agreement into shares of the Company’s common stock, at a conversion price equal to $ 1.68 per share.

During the three months ended June 30, 2025, Avenue converted principal of $ 680,098 (less $ 39,762 of debt discount) into 404,820 shares of common stock.

During the nine months ended September 30, 2025, Avenue converted principal of $ 680,098 (less $ 39,762 of debt discount) into 404,820 shares of common stock.

The conversion feature was eliminated in conjunction with the Fourth Amendment executed on June 17, 2025.

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shares of common stock with a written notice to the Company and provided that such an increase in the beneficial ownership limitation would not have been effective until 61 st day following the written notice.

Additionally, the Third Amendment provided that if a significant corporate event occured (such as a merger, asset sale, or stock recapitalization) while the conversion option remained in effect, the Lenders would have retained the right to convert the loan as if the conversion had occurred immediately prior to such event.

Additionally, the Third Amendment provided that if a significant corporate event occurred (such as a merger, asset sale, or stock recapitalization) while the conversion option remained in effect, the Lenders would have retained the right to convert the loan as if the conversion had occurred immediately prior to such event.

The Company determined that the Third Amendment should be accounted for as a modification and continuation of the existing indebtedness.

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The Company records legal costs associated with loss contingencies as incurred and accrues for all probable and estimable settlements.

Note 11 – Stockholders’ Equity (Deficiency)

Note 10 – Stockholders’ Equity (Deficit)

Increase of 2018 Omnibus Stock Incentive Plan Shares

On January 21, 2025, the stockholders approved an amendment to the Company’s Amended and Restated 2018 Omnibus Stock Incentive Plan to reserve an additional 350,000 shares of the Company’s common stock for issuance thereunder, which number of shares was not adjusted to reflect the Reverse Split.

On August 19, 2025, the Company filed a certificate of amendment to its Third Amended and Restated Certificate of Incorporation, as amended with the Secretary of State of Delaware to increase the total number of shares of common stock, par value $ 0.0001 per share, that the Company will have authority to issue from 300,000,000 shares to 600,000,000 shares and the total number of shares of preferred stock, par value $ 0.0001 per share, from 6,000,000 shares to 60,000,000 shares.

At-The-Market Offering

During the three and six months ended June 30, 2025, the Company received approximately $ 2.6 million and $ 8.2 million, respectively, in net proceeds from the sale of 1,323,389 and 2,450,489 shares of its common stock pursuant to the sales agreement with Chardan Capital Markets, LLC (“Chardan”) in its “at-the-market” offering.

During the three and nine months ended September 30, 2025, the Company received approximately $ 21.8 million and $ 30.0 million, respectively, in net proceeds from the sale of 1,929,207 and 4,379,696 shares of its common stock pursuant to the sales agreement with Chardan Capital Markets, LLC (“Chardan”) in its “at-the-market” offering.

HYPERION DEFI, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

On September 24, 2025, the Company entered into Amendment No.

1 (the “Amendment”) to the Amended and Restated Sales Agreement (the “A&R Sales Agreement”) with Chardan Capital Markets, LLC, with respect to the Company’s existing at-the-market offering program.

The Amendment, among other things, increases the aggregate offering price under the A&R Sales Agreement from $ 50 million to $ 100 million.

Stock-Based Compensation Expense

The Company records stock-based compensation expense related to stock options and restricted stock units (“RSUs”).

For the three and six months ended June 30, 2025, the balance in selling, general and administrative includes the expense of $ 5,190,000 resulting from the accrued inducement grant (see Note 7 – Accrued Inducement Grant).

For the three months and six months ended June 30, 2025 and 2024, the Company recorded stock-based compensation expense allocated as follows:

For the three months and nine months ended September 30, 2025 and 2024, the Company recorded stock-based compensation expense allocated as follows:

For the Three Months Ended

For the Six Months Ended

For the Nine Months Ended

September 30,

Research and development

Selling, general and administrative

( 1,473,085 )

( 1,347,031 )

The Company agreed to grant a fully vested RSU award to a senior executive upon his hire date in June 2025, which was subject to stockholder approval of an increase in the shares available for issuance under the Company’s equity compensation plan.

Accordingly, the service inception date of the award preceded the grant date.

The full fair value of the award was expensed in June and accrued at that time, but it was not formally granted until August 2025, at which time the Company was required to adjust the fair value to the new current fair value.

Because the fair value of the award was lower at the grant date than the service inception date, there was a reversal of compensation expense in the third quarter.

This reversal resulted in a credit to stock-based compensation expense in the amount of $ 5,190,000 for the three and nine months ended September 30, 2025.

Stock Options

A summary of the option activity during the nine months ended September 30, 2025 is presented below:

Outstanding, January 1, 2025

Outstanding, September 30, 2025

Exercisable, September 30, 2025

HYPERION DEFI, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

The following table presents information related to stock options as of September 30, 2025:

Options Outstanding

Options Exercisable

Remaining Life

$ 0.01 - $ 79.99

$ 80.00 - $ 159.99

$ 160.00 - $ 239.99

In applying the Black-Scholes option pricing model to stock options granted, the Company used the following approximate assumptions:

For the Three Months Ended

For the Nine Months Ended

September 30,

Expected term (years)

Risk free interest rate

3.47 % - 3.80

3.47 % - 4.72

Expected volatility

Expected dividends

During the three and nine months ended September 30, 2025, the Company recorded $ 76,151 and $ 441,689 , respectively of stock-based compensation expense in connection with stock options.

As of September 30, 2025, there was $ 764,466 of unrecognized stock-based compensation expense related to stock options which will be recognized over a weighted average period of 2.5 years.

Restricted Stock Units

A summary of the restricted stock units (“RSUs”) activity during the six months ended June 30, 2025 is presented below:

A summary of the restricted stock units (“RSUs”) activity during the nine months ended September 30, 2025 is presented below:

RSUs non-vested January 1, 2025

RSUs non-vested June 30, 2025

Vested RSUs undelivered June 30, 2025

RSUs non-vested September 30, 2025

Vested RSUs undelivered September 30, 2025

HYPERION DEFI, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

During the three months ended September 30, 2025, two executive officers entered into Employment Agreements with the Company.

Per the Agreements, each executive officer received an immediately vested inducement grant and an additional market-based grant (one dated August 31, 2025 and one dated September 29, 2025).

Each of the market-based grants vest in two tranches based on the Company’s market capitalization.

In applying the Barrier Option Pricing Model, the following inputs were utilized to value the grants:

August 31, 2025

September 29, 2025

Risk free interest rate

RSUs have been granted to directors, employees and contractors in accordance with the Company’s Amended and Restated 2018 Omnibus Stock Incentive Plan.

Some RSUs are subject to delayed delivery of the shares underlying the vested RSUs until the termination of grantee service.

As of June 30, 2025, there was $ 267,838 of unrecognized stock-based compensation expense related to RSUs which will be recognized over a weighted average period of 0.7 years.

During the three and nine months ended September 30, 2025, the Company recorded ($ 1,423,182 ) and $ 4,164,562 , respectively, of stock-based compensation expense in connection with RSUs.

Stock-based compensation expense is net of a credit to stock-based compensation expense in the amount of $ 5,190,000 and $ 0 during the three and nine months ended September 30, 2025, respectively.

As of September 30, 2025, there was $ 10.3 million of unrecognized stock-based compensation expense related to RSUs which will be recognized over a weighted average period of 2.8 years.

June 2025 Series A Preferred Stock Securities Purchase Agreement

5 unchanged sentences

On June 20, 2025, the Company filed a Certificate of Designation of Preferences, Rights and Limitations to provide for the designation of 5,435,898 shares of Series A Preferred Stock.

The key features of the Series A Preferred Stock are that it (a) is convertible into common stock at the option of the holder at $ 3.25 per share;

(b) accrues quarterly cumulative dividends at 6 % per annum payable in cash or common stock at the Company’s option;

(d) is non-voting except for certain protective covenants;

and (e) has a liquidation preference of $ 50,097,167 as of June 20, 2025, equal to the original purchase price, plus any accrued and unpaid dividends.

HYPERION DEFI, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

The key features of the Series A Preferred Stock are that (a) each share of Series A Preferred Stock is convertible into three shares of common stock;

(b) it accrues quarterly cumulative dividends at 6 % per annum payable in cash or common stock at the Company’s option;

(d) it is non-voting except for certain protective covenants;

and (e) it has a liquidation preference of $ 50,795,000 as of September 30, 2025, equal to the original purchase price, plus any accrued and unpaid dividends.

The Company incurred cash issuance costs of $ 634,251 in connection with the Purchase Agreement.

In addition, the placement agent as compensation for its services, received securities valued at $ 3.0 million, consisting of 307,692 shares of Series A Preferred Stock and five-year warrants to purchase 1,846,153 shares of common stock at an exercise price of $ 3.25 per share exercisable beginning on December 21, 2025.

The Company determined that the Series A Preferred Stock, plus the investor and placement agent warrants, qualified to be equity classified.

The Company has determined that the Series A Preferred Stock, plus the investor and placement agent warrants, qualified to be equity classified.

HYPERION DEFI, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

During the quarter ended March 31, 2025, the Company entered into an inducement offer (the “Inducement Offer”) with an investor (the “Investor”), by which the Company agreed to reduce the exercise price of existing warrants to purchase 197,118 shares of common stock (“the Existing Warrants”) from $ 55.20 per share to $ 5.272 per share.

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The table below presents the assumptions that were used before and after the modification date.

There was no warrant activity other than on the modification date and there was no warrant activity in the six months ended June 30, 2024.

There was no warrant activity other than on the modification date.

The following inputs were utilized to value the warrants for the Inducement Offer:

2 unchanged sentences

Risk free interest rate

A summary of the warrant activity during the six months ended June 30, 2025 is presented below:

A summary of the warrant activity during the nine months ended September 30, 2025 is presented below:

Outstanding January 1, 2025

1 unchanged sentence

Repriced - (New)

Outstanding June 30, 2025

Exercisable June 30, 2025

Outstanding September 30, 2025

Exercisable September 30, 2025

HYPERION DEFI, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

The following table presents information related to warrants as of June 30, 2025:

The following table presents information related to warrants as of September 30, 2025:

Warrants Outstanding

2 unchanged sentences

Note 11 - Segment Reporting

The Company has one operating and reporting segment (ophthalmic technology), namely, the development and commercialization of ophthalmic solutions.

The accounting policies of the segment are the same as those described in the summary of significant accounting policies.

The Company has two operating and reporting segments (ophthalmic technology and digital assets).

The accounting policies of the segments are the same as those described in the summary of significant accounting policies.

The chief operating decision maker (“CODM”), who is the Company’s chief executive officer, utilizes the Company’s financial information on an aggregate basis for purposes of making operating decisions, allocating resources and assessing financial performance, as well as for making strategic operations decisions and managing the organization.

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NOTES TO CONDENSED FINANCIAL STATEMENTS

The following tables summarize the activity of the ophthalmic technology operations for the three and six months ended June 30, 2025 and 2024 are as follows:

The following tables summarize the activity of the Company’s segments for the three and nine months ended September 30, 2025 and 2024:

For the Three Months Ended

June 30, 2025

June 30, 2024

Operating Income

September 30, 2025

September 30, 2024

Cost of revenue

Operating Expenses

Gross Profit (Loss)

Research and Development

Salaries and benefits

Non-cash stock based compensation expenses

Facilities expenses

Direct clinical and non-clinical expenses

Other expenses

Facilities expenses

Non-cash stock based compensation expenses

Supplies and materials

Depreciation expense

Total research and development

Selling, general, and administrative

Non-cash stock based compensation

Professional fees

Salaries and benefits

Insurance expense

Investor relations

Director fees and expense

Other expenses

Facilities expense

Sales and marketing

Travel, lodging and meals

Total selling, general, and administrative

Reacquisition of license rights

Total Operating Expenses

Segment Net Loss

( 3,150,899 )

Depreciation expense

Realized gains - digital assets

( 6,942,713 )

Unrealized gains - digital assets

( 6,440,804 )

Other (Expense) Income

Other segment income (expense) (1)

Total Other Expense, net

Impairment loss - digital intangible assets

Segment income (loss)

( 3,602,836 )

Reconciling Items

Selling, general and administrative expense (1)

Other (income) expense, net (2)

( 2,197,391 )

Net Income (Loss)

( 3,602,836 )

( 7,887,853 )

HYPERION DEFI, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

For the Six Months Ended

June 30, 2025

June 30, 2024

Operating Income

For the Nine Months Ended

September 30, 2025

September 30, 2024

Cost of revenue

Operating Expenses

Gross Profit (Loss)

Research and Development

Salaries and benefits

Non-cash stock based compensation expenses

Facilities expenses

Direct clinical and non-clinical expenses

Other expenses

Facilities expenses

Non-cash stock based compensation expenses

Supplies and materials

Depreciation expense

Total research and development

Selling, general, and administrative

Non-cash stock based compensation

Professional fees

Salaries and benefits

Insurance expense

Investor relations

Director fees and expense

Other expenses

Facilities expense

Sales and marketing

Travel, lodging and meals

Total selling, general, and administrative

Depreciation expense

Reacquisition of license rights

Total Operating Expenses

Segment Net Loss

Realized gains - digital assets

( 6,942,713 )

( 6,972,713 )

Unrealized gains - digital assets

( 6,440,804 )

Other (Expense) Income

Other segment income (expense) (1)

Total Other Expense, net

Impairment loss - digital intangible assets

Segment income (loss)

( 1,706,804 )

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( 18,161,980 )

Reconciling Items

Selling, general and administrative expense (1)

Other (income) expense, net (2)

( 1,406,914 )

Net Income (Loss)

( 1,706,804 )

June 30, 2025

( 5,548,870 )

( 29,863,653 )

(1) Selling, general and administrative expenses primarily include general and administrative compensation expenses, professional fees, sales and marketing expenses, insurance and facilities expenses.

HYPERION DEFI, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(2) Other (income) expense, net includes interest income, interest expense and gain on extinguishment of liabilities.

The following table summarizes the segment assets as of September 30, 2025 and December 31, 2024:

September 30, 2025

December 31, 2024

2 unchanged sentences

All other assets

Other segment expenses and losses include interest income, interest expense, gain (loss) on extinguishment of debt and change in fair value of equity consideration.

HYPERION DEFI, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

Note 12 - Subsequent Events

At-The-Market Offering

Subsequent to June 30, 2025, the Company received approximately $ 6.6 million in gross proceeds from the sale of 511,207 shares of its common stock pursuant to its Sales Agreement with Chardan in its “at-the-market” offering.

HYPE Digital Token Purchases

Subsequent to June 30, 2025, the Company purchased approximately 229,320 HYPE digital tokens for a cost of approximately $ 10.0 million.

Chief Operating Officer Separation Agreement

On July 1, 2025, in connection with a previously announced reduction in force, the Company entered into a Separation and Release Agreement (the “Separation Agreement”) with the Company’s Chief Operating Officer (the “COO”).

Pursuant to the Separation Agreement, consistent with the COO’s Employment Agreement with the Company dated December 19, 2022, the COO was entitled to certain severance and other payments following the termination of his employment with the Company on July 1, 2025.

The Separation Agreement provides that the COO will be eligible to receive 12 months of his base salary and up to 12 months of health benefits continuation.

The payments under the Separation Agreement are contingent on the COO’s non-revocation of certain releases, which waive and release claims against the Company for any liability relating to his employment, and his compliance with certain covenants.

Subsequent to September 30, 2025, the Company received approximately $ 8.2 million in net proceeds from the sale of 935,000 shares of its common stock pursuant to its Sales Agreement with Chardan in its “at-the-market” offering.

HYPE Digital Token Activity

Subsequent to September 30, 2025, the Company purchased approximately 140,735 HYPE digital tokens for a cost of approximately $ 6.0 million, and derecognized 42,270 HYPE digital tokens upon the deposit of the tokens into HiHYPE staking activities.

Hype Asset Use Service Agreement

On October 28, 2025, the Company entered into a Hype Asset Use Service Agreement (the “HAUS Agreement”) with Felix Foundation (“Felix”) to support the deployment of a perpetual futures market on the Hyperliquid protocol.

Under the HAUS Agreement, the Company will allocate 500,000 HYPE tokens to a multi-signature wallet controlled jointly by Hyperion and Felix.

These tokens will be staked to satisfy the HIP-3 deployment requirements for launching a perpetual futures market (“HIP-3 Market”).

The Company will retain full ownership of the allocated HYPE tokens, and Felix is prohibited from transferring, encumbering, or otherwise alienating the allocated HYPE tokens.

Further, under the HAUS Agreement, the Company will receive a share of HIP-3 Market revenues based on trading volume tiers, plus 100 % of staking rewards.

The HAUS Agreement has an initial term of 52 weeks and is automatically renewable for successive 26 -week periods unless terminated with 30 days ’ notice,

Joint Validator Operators’ Agreement

On October 27, 2025, the Company entered into a Joint Validator Operators’ Agreement (the “Joint Validator Agreement”) with Kinetiq and Pier Two, effective retroactively to June 25, 2025.

The Joint Validator Agreement formalizes the parties’ collaboration in jointly operating a co-branded validator node (“Kinetiq × Hyperion” or “KxH Node”) on the Hyperliquid Layer-1 blockchain (“Hyperliquid”).

Under the Joint Validator Agreement, Hyperion initiated the validator with 10,000 HYPE and agreed to provide staking capital from its treasury of HYPE tokens, so that the validator enters Hyperliquid’s active set of validators and it is eligible to produce and attest blocks in the Hyperliquid consensus protocol.

Kinetiq Group will contribute validator operations support, smart contract infrastructure, and stake-routing tooling via its liquid staking protocols, and Pier Two will host and manage the validator infrastructure, including uptime, monitoring and security, and will maintain ISO/IEC 27001 and SOC 2 compliance.

The Joint Validator Agreement outlines shared responsibilities for validator operations, governance, incident response, and performance monitoring.

It includes a revenue-sharing arrangement whereby staking commissions and other validator-level rewards are allocated among Hyperion, Kinetiq Group and Pier Two, with specific overrides for referred delegations.

The Joint Validator Agreement is effective for an initial term of one year and will automatically renew annually unless terminated by any party with 90 days ’ notice.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements