HYPERION DEFI, INC. 10-K

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market for Common Equity Our common stock trades on the Nasdaq Capital Market under the symbol “HYPD.” Based upon information furnished by our transfer agent, at March 23, 2026, we had approximately 39 holders of record of our common stock. Dividend Policy We have never declared dividends on our equity securities, and currently do not plan to declare dividends on shares of our common stock in the foreseeable future. We expect to retain our future earnings, if any, for use in the operation and expansion of our business. Subject to the foregoing, the payment of cash dividends in the future, if any, will be at the discretion of our Board of Directors and will depend upon such factors as earnings levels, capital requirements, our overall financial condition and any other factors deemed relevant by our Board. Securities Authorized for Issuance under Equity Compensation Plans See Item 11 of this report for disclosure regarding securities authorized for issuance under equity compensation plans required by Item 201(d) of Regulation S-K. Recent Sales of Unregistered Securities On November 25, 2025, the Company entered into a Subscription Agreement with Merenti Management GmbH (“Merenti”), pursuant to the Advisor Agreement with Merenti dated September 22, 2025. Pursuant to the Advisor Agreement, the Company agreed to issue shares as compensation for advisory services with an aggregate value of $300,000, payable in 24 equal monthly installments. During the year ended December 31, 2025, the Company issued 14,882 common shares to Merenti. The common shares were issued pursuant to the exemption from registration under Section 4(a)(2) of the Securities Act. Purchases of Equity Securities by the Issuer and Affiliated Purchasers None. Item 6. [Reserved] ​ 32 Table of Contents