Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this Annual Report on Form 10-K, we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended, or the Exchange Act.
In designing and evaluating our disclosure controls and procedures, management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Based on their evaluation, our principal executive officer and principal financial and accounting officer concluded that, as of December 31, 2025, due to the material weakness disclosed below, our disclosure controls and procedures were not effective to provide assurance at a reasonable level that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial and accounting officer, as appropriate, to allow timely decisions regarding required disclosures as of December 31, 2025.
Management’s Report on Internal Control over Financial Reporting
Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025, based on the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) (2013 Framework). Based on this evaluation under the 2013 Framework and due to the identified material weakness discussed below, our principal executive officer and principal financial and accounting officer have concluded that our internal control over financial reporting was not effective as of December 31, 2025.
We failed to properly design and implement controls over digital asset pricing, specifically relating to validation of digital asset pricing and principal market determination provided by third party service providers.
Notwithstanding the existence of the material weakness described above, we believe that the financial statements in this Annual Report fairly present, in all material respects, our financial position, results of operations and cash flows as of the dates, and for the periods presented, in conformity with GAAP.
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Remediation Plan
We have since taken steps to redesign the internal controls over digital asset pricing and principal market determination, including implementation of an internal process to test, and independently verify, the digital asset pricing data received from the third party source. Our management is committed to taking further action and implementing necessary enhancements or improvements, including those necessary to address the material weakness cited above. However, the material weakness will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.
Remediation of Prior Material Weaknesses
As previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, we identified a material weakness in our internal control over financial reporting because the controls associated with evaluating our right-of-use (ROU) assets for potential impairment were not adequately designed or operating effectively. This deficiency resulted from a lack of sufficient precision in our control activities to properly account for the impairment of ROU assets and to appropriately measure the impairment loss.
To remediate this material weakness, management redesigned the control requiring that ROU assets be evaluated for impairment upon the occurrence of triggering events. The control now includes the identification of appropriate asset groups, a structured assessment of triggering events, the application of the required order of impairment testing, including performance of the undiscounted cash flow recoverability test with measurement of the impairment utilizing the fair value of the asset group as required, with contemporaneous written documentation subject to review by the Chief Financial Officer.
As previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, we identified a material weakness in our internal control over financial reporting because the controls over the accounting for certain significant and complex, non-routine transactions and events were not adequately designed or operating effectively. Specifically, we failed to properly account for the fair value of common equity shares issued in relation to the consideration for licensing agreements and debt modification.
To remediate this material weakness, management redesigned the control associated with contractual equity issuances. The control now requires that all such obligations to issue equity are subject to a mandatory accounting assessment, followed by a review by a professional with the requisite technical competence.
Management has evaluated the design, implementation and operating effectiveness of the redesigned controls relating to the two matters described above and has concluded that the two material weaknesses described above have been remediated as of December 31, 2025. This remediation represents a material change to our internal control over financial reporting during the quarter ended December 31, 2025.
Changes in Internal Control over Financial Reporting
In the year ended December 31, 2025, in connection with the Company’s new digital assets strategy which commenced in June 2025, we instituted new policies, procedures, and internal controls related to digital asset activities, including those affecting our financial reporting processes. These enhancements include controls over the authorization and execution of digital asset transactions, safeguarding and custody arrangements, valuation and fair value measurement processes, reconciliation and monitoring procedures, and related IT general controls. Management continues to evaluate and refine these controls as our digital asset activities evolve. The implementation of these controls has materially affected, and is reasonably likely to continue to materially affect, the Company’s internal control over financial reporting.
Attestation Report of Registered Public Accounting Firm
This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm due to an exemption for non-accelerated filers.
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Item 9B. Other Information.
Amended and Restated Certificate of Designations for Series A Preferred Stock
On March 23, 2026, we amended and restated the Certificate of Designation of Preferences, Rights and Limitations, or the Certificate of Designation for our Series A Preferred Stock originally issued in connection with the Private Placement.
The amendments were made in response to comments from The Nasdaq Stock Market LLC regarding Nasdaq Listing Rule 5635(b), which governs change-of-control transactions. Although the original terms of the Series A Preferred Stock already complied with Rule 5635(b) by including a non-waivable 19.99% beneficial ownership limitation and applicable attribution provisions, the Company adopted the Amended and Restated Certificate of Designation with the consent of not less than a majority of the holders of the Preferred Stock, in order to align with Nasdaq’s interpretive preferences and facilitate the completion of Nasdaq’s review process. The amendment confirms that the beneficial ownership limitations in the Certificate of Designation may not be amended or waived without stockholder approval. The amended Certificate of Designation does not alter the economic terms of the Series A Preferred Stock and is consistent with the Company’s original intent to comply with applicable Nasdaq listing standards.
The foregoing description of the Amended and Restated Certificate of Designation does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Certificate of Designation, a copy of which is filed as Exhibit 3.1.6 to this Annual Report on Form 10-K and is incorporated herein by reference.
Trading Arrangements
During the three months ended December 31, 2025, none of our directors or officers adop ted , modi fied or termi nated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or any “non-Rule 10b5-1 trading arrangement” (as defined in Item 408(c) of Regulation S-K).
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Our Board of Directors currently consists of five members, each of whom serve for a one-year term or until a successor has been elected and qualified: Michael Geltzeiler, Rachel Jacobson, Hyunsu Jung, Ellen Strahlman, M.D., and Happy Walters.
The name of and certain information regarding each director as of March 27, 2026 is set forth below. This information is based on data furnished to us by the directors. There is no family relationship between any director, executive officer, or person nominated to become a director or executive officer. The business address for each director for matters regarding the Company is 23461 South Pointe Drive, Suite 390, Laguna Hills, CA 92653.
Name of Director Nominee
Age
Positions with the Company
Director Since
Michael Geltzeiler
67
Director
November 2023
Rachel Jacobson
52
Director
February 2022
Hyunsu Jung
30
Chief Executive Officer, Chief Investment Officer, and Director
June 2025
Ellen Strahlman, M.D.
68
Director
July 2022
Happy Walters
59
Director
September 2025
Directors
Michael Geltzeiler — Director
Mr. Geltzeiler has been a member of the Board of Directors since November 2023. Mr. Geltzeiler brings to the Board significant expertise as a chief financial officer of public companies. Mr. Geltzeiler served as chief financial officer at ADT Corporation from November 2013 – June 2016. Prior to that, Mr. Geltzeiler served as chief financial officer of NYSE Euronext from June 2008 – November 2013. Mr. Geltzeiler served as a director of Cypress Creek Renewables, a private company, from October 2018 to December 2021. Mr. Geltzeiler also served as an operating partner of Temasek, a private company, from June 2017 to July 2023.
Mr. Geltzeiler holds a Bachelor of Science in Accounting from the University of Delaware and a Master of Business Administration in Finance from New York University’s Stern School of Business.
We believe Mr. Geltzeiler’s significant experience as a Chief Financial Officer of companies including ADT Corporation, NYSE Euronext and Readers Digest, and his extensive finance background, is valuable to the Company and qualifies him to serve as one of our directors.
Rachel Jacobson - Director
Ms. Jacobson has been a member of the Board of Directors since February 2022. Ms. Jacobson brings to the Board significant expertise in business development and marketing, having served in leadership positions at major global sports organizations including the Drone Racing League (“DRL”) and the National Basketball Association (“NBA”). Ms. Jacobson most recently served as the President, Business Ventures & Partnerships at Infinite Reality from June 2024 through March 2025 (with the acquisition of DRL and successful transition into the parent company, Ms. Jacobson left Infinite Reality to return back to her passion of building high performing sports properties and global companies). Prior to the acquisition, from April 2020 through June 2024, Ms. Jacobson served as President of DRL, the world’s premier, professional drone racing property, where she spearheaded global partnerships and media rights deals, and led the marketing and business development teams. Bringing to DRL her legacy of creating transformative partnerships with leading sports and technology brands, Ms. Jacobson forged groundbreaking partnerships with organizations including Algorand, Google, T-Mobile, New Balance, the U.S. Air Force, Pfizer and others. Laser focused on making a global, philanthropic impact, she also expanded the league’s DRL Academy STEM program to create new, interactive drone racing curriculum for students around the world.
Prior to DRL, she served as the Chief Business Development Officer at Landit, Inc., the market leader in personalized career pathing technology to increase the success and engagement of women and diverse groups in the workplace. Before that, she spent 21 years at the NBA, where she oversaw business development, licensing, marketing, account management, event planning, and held several other roles during her tenure. As their SVP of Global Partnerships, she closed partnership sales and secured global partnerships
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with some of the world’s most prominent companies including PepsiCo, Inc., ExxonMobil Corporation, Under Armour, Inc., Marriott International Inc., Harman International Industries, Kaiser Permanente and other Fortune 500 companies. Ms. Jacobson has received numerous industry accolades, including being named a Fortune’s Most Powerful Women member, Cynopsis Top Women in Media’s “Innovator & Disruptor,” TechStars Sports Accelerator Mentor and a recipient of Sports Business Journal’s 40 Under 40 Award. She is a charter member of the W.O.M.E.N. Mentoring Program, where she helps other professional women advance their careers through leadership training. Ms. Jacobson is a graduate of the Cornell University School of Hotel & Business Management.
We believe Ms. Jacobson’s significant experience in business development and marketing is valuable to the Company and qualifies her to serve as one of our directors.
Ellen Strahlman, M.D., MHSc, – Director
Dr. Strahlman has been a member of the Board of Directors since July 2022. She currently serves as Partner at Reillen Group LLC. She previously served as Executive Vice President, Research & Development and Chief Medical Officer of Becton, Dickinson and Company (“BD”) (NYSE: BDX), a leading global medical technology company, from 2013 until 2018. While at BD, the company was selected as the Outstanding Corporate Innovator in 2015 by the Product Development & Management Association. Before joining BD, she served as Senior Vice President and Chief Medical Officer for GlaxoSmithKline, plc (“GSK”) from 2008 to 2013, spending her last year at GSK as Senior Advisor to the CEO, leading GSK’s Global Health Programs. Prior to 2008, Dr. Strahlman held senior executive leadership roles in global product development and commercialization and business development at Pfizer, Inc., Novartis AG, Virogen Limited, and Merck & Co., Inc. She was the Senior Vice President for Research & Development and Chief Medical Officer for Bausch & Lomb from 1995 to 2000.
Dr. Strahlman was chosen to serve as Industry Representative on the FDA/CDER Dermatology and Ophthalmology Advisory Committee (DODAC), from 2008 to 2013. From 2016 to November 2020, Dr. Strahlman served as a director of Syncona Limited (LSE: SYNC.L), having previously served as a director of Syncona Partners, LLP. She is currently a director of Altria Group, Inc. (NYSE: MO). In addition to her corporate board service, Dr. Strahlman serves as a visiting professor at the University of Turku in Finland.
Dr. Strahlman earned a B.A. from Harvard University in biochemistry and an M.D. from the Johns Hopkins School of Medicine. She is an American Board of Ophthalmology board-certified ophthalmologist, having trained at the Wilmer Eye Institute from 1984 to 1987. She was awarded a Carnegie Mellon Public Health Fellowship in 1987, during which she earned an M.H.Sc. in Epidemiology from the Bloomberg School of Public Health from 1987 to 1989.
We believe Dr. Strahlman’s extensive executive experience in publicly traded companies is valuable to the Company and qualifies her to serve as one of our directors.
Happy Walters – Director
Mr. Walters is the founder of and has been Chief Executive Officer of Blue Horizon Capital LLC since 2019, where Mr. Walters leverages his deep expertise and strategic vision to drive growth in cutting-edge sectors such as telehealth, blockchain, fitness, and lifestyle. Mr. Walters also serves on the board of directors of Immutable Holdings, Inc. (Cboe: HOLD). Mr. Walters previously co-founded and served on the board of LifeMD, Inc. (Nasdaq: LFMD) and co-founded Bitcoin treasury ZOOZ Power Ltd. (Nasdaq and TASE: ZOOZ). Mr. Walters was an early investor in Hedera Hashgraph, an open-source, public network governed by a council of leading global institutions, consulting on counsel and investor relations. As an early investor in Axelar Networks, a Layer 2 protocol blockchain platform, Mr. Walters provided strategic support in investor fundraising and go-to-market strategies. Mr. Walters earned his B.A. degree from the University of Michigan in 1990.
We believe Mr. Walters’ extensive experience in blockchain is valuable to the Company and qualifies him to serve as one of our directors.
Hyunsu Jung – Chief Executive Officer and Director
Mr. Jung has served as the Company’s Chief Executive Officer since January 2026, as the Company’s Interim Chief Executive Officer from September 2025 until January 2026, and as the Company’s Chief Investment Officer and a director since June 2025. Prior to joining the Company, from June 2021 to June 2025, Mr. Jung was a Portfolio Manager at DARMA Capital, an $1B+ asset manager registered with the CFTC and NFA. Previously, Mr. Jung was a Consultant at EY-Parthenon from October 2018 to June 2021, where he drove Finance and Digital Transformation for major enterprise M&A deals. Mr. Jung earned his B.A. from Vassar College in 2018.
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We believe Mr. Jung’s experience as our Chief Executive Officer, as well as his experience in the finance and digital asset fields, is valuable to the Company and qualifies him to serve as one of our directors.
Audit Committee and Audit Committee Financial Expert
Our Board of Directors has an Audit Committee, composed of Michael Geltzeiler (Chair), Rachel Jacobson and Dr. Strahlman, each of whom satisfies the independence requirements of Rules 5605(a)(2) and 5605(c)(2) of the Nasdaq listing rules and Section 10A(m)(3) of the Exchange Act. Our Board has determined that Mr. Geltzeiler is an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K. Our Audit Committee met six times during the 2025 fiscal year.
Code of Business Conduct and Ethics
We have adopted a written code of business conduct and ethics that applies to all of our directors, officers, employees, including our principal executive officer, principal financial officer, and principal accounting officer or controller, or persons performing similar functions, and consultants. The full text of our code of business conduct and ethics is available under the Governance – Governance Documents section of our website at ir.hyperiondefi.com . Our Board of Directors is responsible for overseeing our code of business conduct and ethics and any waivers applicable to any director, executive officer, or employee. We intend to disclose future amendments to certain provisions of our code of business conduct and ethics, or waivers of such provisions applicable to our directors, officers, and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, and consultants, on our website identified above.
Insider Trading Policy
We have adopted an Insider Trading Policy governing the purchase, sale and other dispositions of our securities that applies to directors, officers, employees and consultants of the Company, as well as certain other covered persons. We believe that our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to us. A full copy of our Insider Trading Policy can be found as Exhibit 19.1 to this Annual Report on Form 10-K.
Hedging and Pledging Transactions
Under our Insider Trading Policy, we strongly discourage our employees (including our named executive officers) and our directors from hedging our securities, holding shares of our common stock in a margin account, or pledging shares of our common stock as collateral for a loan.
Executive Officers
The following table sets forth information concerning our executive officers as of March 23, 2026:
Name
Age
Position
Hyunsu Jung
30
Chief Executive Officer
David Knox
36
Chief Financial Officer and Treasurer
Robert Rubenstein
59
General Counsel and Secretary
See “ Directors ” above for additional information about Mr. Jung .
David Knox has served as the Company’s Chief Financial Officer and Treasurer since September 2025. Prior to that, he served as Head of Capital Markets and Head of Finance for Global Credit and Financial Services at PayPal Holdings, Inc. (“PayPal”) from April 2024 to September 2025. In his dual role at PayPal, Mr. Knox was responsible for supporting the profitable growth of the company’s lending segments under a “balance sheet light” strategic imperative, while also executing core FP&A responsibilities with robust governance and reporting across the PayPal and Venmo global financial services platforms. Prior to his time at PayPal, from June 2020 to March 2024, Mr. Knox served multiple roles at SoFi Technologies, Inc. including Vice President of Capital Markets and Business Lead for Refi Student Loans. Mr. Knox was Director at Cantor Fitzgerald from September 2018 to June 2020, where he provided capital markets structuring and advisory services across mortgage-backed and asset-backed finance transactions. Mr. Knox also held prior roles in lending and capital markets at Hudson Advisors L.P. and the Royal Bank of Scotland. Mr. Knox holds a bachelor’s degree from the University of Connecticut and is an alumnus of the Harvard Business School.
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Robert Rubenstein has served as the Company’s General Counsel and Secretary since January 2026. Prior to that, he served as a self-employed lawyer and consultant from May 2024 to December 2025. From May 2021 to May 2024, Mr. Rubenstein served as Vice President and General Counsel of Moldex Metric, Inc. where he was responsible for overseeing the company’s legal affairs and compliance matters. Prior to that, from December 2019 to March 2021, Mr. Rubenstein served multiple roles at Peer Street, Inc. including General Counsel, Chief Compliance Officer and Secretary. Mr. Rubenstein held senior legal leadership roles at Mohegan Gaming and Entertainment and Las Vegas Sands Corp., where he supported global operations, regulatory compliance and large-scale financings. Mr. Rubenstein holds a Juris Doctor degree from Case Western Reserve University and a Bachelor of Science degree in Finance and Economics from Washington University in St. Louis.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our executive officers and directors and persons who beneficially own more than 10% of our common stock to file initial reports of ownership and reports of changes in ownership with the SEC. These executive officers, directors and shareholders are required by the SEC to furnish us with copies of all forms they file pursuant to Section 16(a).
Based upon a review of Section 16(a) forms furnished to the Company, we believe that all applicable Section 16(a) filing requirements were met during the year ended December 31, 2025, except for the following due to administrative errors: (i) one Form 3 was filed for Avenue Capital Management II, L.P. on June 30, 2025 with respect to a reportable event that occurred on January 31, 2025; (ii) one Form 4 was filed for Avenue Capital Management II, L.P. on June 30, 2025 with respect to a reportable event that occurred on February 21, 2025; (iii) a Form 3 was filed for Hyunsu Jung on July 9, 2025 for a reportable event that occurred on June 17, 2025; (iv) a Form 4 was filed for Hyunsu Jung on July 9, 2025 for a reportable event that occurred on June 17, 2025; and (v) a Form 4 was filed for each of Michael Geltzeiler, Michael Rowe, Rachel Jacbson and Ellen Strahlman on July 9, 2025 for a reportable event for each individual that occurred on June 13, 2025.
Item 11. Executive Compensation.
This Item 11 discusses material components of our executive compensation program for the following individuals, each of whom is one of our “named executive officers” for 2025: Hyunsu Jung (our Chief Executive Officer and Chief Investment Officer), Michael Rowe (our former Chief Executive Officer), David Knox (our Chief Financial Officer), and Bren Kern (our former Chief Operating Officer).
We have opted to comply with the executive compensation disclosure rules applicable to “smaller reporting companies”, as such term is defined in the rules promulgated under the Securities Act of 1933, as amended.
Key Elements of Our Compensation Program for 2025
In 2025, we compensated our named executive officers through a combination of base salary, bonuses and long-term equity incentives in the form of RSUs. Our named executive officers are also eligible for our standard benefits programs, which include group health insurance and vacation programs.
We do not use specific formulas or weightings in determining the allocation of the various compensation elements. Instead, the compensation for our named executive officers has been designed to provide a combination of fixed and at-risk compensation that is tied to the achievement of our short- and long-term objectives. We believe that this approach achieves the primary objectives of our compensation program.
We are continually evaluating various compensation programs to implement as our business evolves. The disclosures below describe our historical compensation practices.
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Summary Compensation Table
The following table sets forth information regarding compensation awarded to, earned by or paid to our named executive officers for fiscal years ended December 31, 2025 and 2024. The Company does not have any non-equity incentive plans or awards.
Name and
Stock
Option
All other
Principal
Salary
Bonus
awards
awards
compensation
Position
Year
($)
($)
($) (1)
($) (1)
($)
Total($)
Hyunsu Jung
2025
135,000
(2)
9,150,000
(3)
1,089
(4)
9,286,089
Chief Executive Officer / Chief Investment Officer
2024
—
—
—
—
—
—
David Knox
2025
103,030
(5)
75,000.00
3,072,000
(6)
1,787
(7)
3,251,817
Chief Financial Officer
2024
—
—
—
—
—
—
Michael Rowe
2025
466,667
(8)
16,014
(9)
5,397
(10)
488,078
Former Chief Executive Officer
2024
632,500
—
—
101,230
(11)
74,026
(12)
807,756
Bren Kern
2025
199,901
(13)
53,500
(14)
462,347
(15)
715,748
Former Chief Operating Officer
2024
396,750
—
—
67,487
(16)
43,127
(17)
507,364
(1)
The amounts reported in the “Stock awards” and “Option awards” columns reflect the aggregate fair value of stock-based compensation awarded during the year computed in accordance with the provisions of FASB ASC Topic 718. See Note 13 to our financial statements in this Annual Report on Form 10- for the assumptions underlying the valuation of equity awards.
(2)
Mr. Jung was paid pursuant to the terms of an Employment Agreement dated June 17, 2025.
(3)
During 2025, we granted RSU awards of 500,000 shares of our common stock as an inducement at a grant date value of $6.10 per share to Mr. Jung. The RSUs had a total grant date fair value of $3,050,000. The RSUs vested immediately and the inducement grant will settle on the following schedule: 250,000 RSUs on December 15, 2025; 125,000 RSUs on May 26, 2026; and 125,000 RSUs on August 16, 2026. During 2025, we also granted RSU awards of 1,000,000 shares of our common stock at a grant date value of $6.10 per share to Mr. Jung. The RSUs had a total grant date fair value of $6,100,000. The RSUs will vest upon the achievement of market capitalization milestones, as follows: (i) five hundred thousand (500,000) RSUs shall vest upon the Company achieving a market capitalization of one hundred fifty million dollars ($150,000,000); and (ii) five hundred thousand (500,000) RSUs shall vest upon the Company achieving a market capitalization of five hundred million dollars ($500,000,000) (the “Market Cap Milestones”). The shares of our common stock underlying such RSUs (the “Market Cap Shares”) will be settled according to the following schedule: (a) 33.33% of the Market Cap Shares will be settled immediately upon achievement of the Market Cap Milestones. (b) 33.33% of the Market Cap Shares will be settled one year following achievement of the Market Cap Milestones and (c) 33.33% of the Market Cap Shares will be settled two years following achievement of the Market Cap Milestones.
(4)
Represents amounts paid to Mr. Jung in 2025 for a stipend reimbursement for health insurance while residing in Puerto Rico and a monthly cell phone allowance received by all Company employees.
(5)
Mr. Knox was paid pursuant to the terms of an Employment Agreement dated September 8, 2025.
(6)
During 2025, we granted RSU awards of 100,000 shares of our common stock as an inducement at a grant date value of $10.24 per share to Mr. Knox. The RSUs had a total grant date fair value of $1,024,000. The RSUs vest in two equal installments, with fifty percent (50%) vesting on the six-month anniversary of the date of grant and the remaining fifty percent (50%) vesting on the twelve-month anniversary of the date of grant. During 2025, we also granted RSU stock awards of 200,000 shares of our common stock at a grant date value of $10.24 per share to Mr. Knox. The RSUs had a total grant date fair value of $2,048,000. The RSUs will vest upon the achievement of market capitalization milestones as follows: (i) one hundred thousand (100,000) RSUs shall vest upon the Company achieving a market capitalization of one hundred fifty million dollars ($150,000,000); and (ii) one hundred thousand (100,000) RSUs shall vest upon the Company achieving a market capitalization of five hundred million dollars ($500,000,000) (the “Market Cap Milestones”). The shares of our common stock underlying such RSUs (the “Market Cap Shares”) will be settled according to the following schedule: (a) 25% of the Market Cap Shares will be settled three months following achievement of each of the Market Cap Milestones, (b) an additional 25% of the Market Cap Shares will be settled six months following achievement of each of the Market Cap Milestones; an additional 25% of the Market Cap Shares will be settled nine months following achievement of each of the Market Cap Milestones and (c) an additional 25% of the Market Cap Shares will be settled twelve months following achievement of each of the Market Cap Milestones.
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(7)
Represents amounts paid to Mr. Knox in 2025 pursuant to his contributions to the Company’s 401(k) program and a monthly cell phone allowance received by all Company employees.
(8)
Mr. Rowe was paid pursuant to the terms of an Employment Agreement dated July 26, 2022. On September 2, 2025, Michael Rowe notified the Board of Directors of the Company of his intent to resign from his position as Chief Executive Officer of the Company. His last day of employment with the company was November 1, 2025.
(9)
On June 13, 2025, the Board of Directors granted to Michael Rowe 6,600 RSUs with an aggregate grant date fair value of $16,104. The RSUs vested in full on June 13, 2025.
(10) Represents amounts paid to Mr. Rowe in 2025 for matching funds for his contributions to the Company’s 401(k) program and a monthly cell phone allowance received by all Company employees.
(11) During 2024, we granted options to purchase 936 shares of common stock at an exercise price of $152.80 per share to Mr. Rowe. The options had an original grant date fair value of $101,230. The options vested as to one-third of the shares underlying the options on February 12, 2025, and the remaining options become exercisable in 24 equal increments on one-month anniversaries thereafter. The shares and exercise price of the grant have been adjusted to reflect the Reverse Stock Split.
(12) Represents amounts paid to Mr. Rowe in 2024 for accrued vacation time when the Company transitioned to an unlimited vacation time policy in 2024, matching funds for his contributions to the Company’s 401(k) program and a monthly cell phone allowance received by all Company employees.
(13) Mr. Kern was paid pursuant to the terms of an Employment Agreement dated December 19, 2022. His employment with the company was terminated by the company with a Separation and Release Agreement dated July 1, 2025, and Mr. Kern received prorated compensation for his service during 2025.
(14) During 2025, we granted RSU awards of 50,000 shares of common stock at a grant date value of $1.07 per share on April 21, 2025 to Mr. Kern. The RSUs had a grant date fair value of $53,500. The RSUs vested upon the company’s decision to terminate Mr. Kern’s employment.
(15)
Represents amounts paid to Mr. Kern in 2025 pursuant to the terms of a Separation and Release Agreement, a post-employment Advisor Agreement, for matching funds for his contributions to the Company’s 401(k) program, and a monthly cell phone allowance received by all Company employees.
(16) During 2024, we granted options to purchase 624 shares of common stock at an exercise price of $152.80 per share to Mr. Kern. The options had a grant date fair value of $67,487. The options vested as to one-third of the shares underlying the options on February 12, 2025 and the remaining options become exercisable in 24 equal increments on one-month anniversaries thereafter. The shares and exercise price of the grant have been adjusted to reflect the Reverse Stock Split. In connection with the Company’s reduction in force, Mr. Kern transitioned out of his position as Chief Operating Officer in July 2025, and a portion of the shareswere partially vested on that date. Thus, 659 options were forfeited.
(17) Represents amounts paid to Mr. Kern in 2024 for accrued vacation time when the Company transitioned to an unlimited vacation time policy in 2024, matching funds for his contributions to the Company’s 401(k) program and a monthly cell phone allowance received by all Company employees.
Employment Arrangements
Hyunsu Jung
Mr. Jung is currently compensated for his services as our Chief Executive Officer and Chief Investment Officer pursuant to an Employment Agreement dated as of January 1, 2026 (the “Jung Employment Agreement”). Under the terms of the Jung Employment Agreement, the Company is required to pay Mr. Jung a base salary of not less than $520,000 per year. Mr. Jung is eligible to receive an annual cash bonus based upon the achievement of pre-established annual individual and Company objectives determined by the Board of Directors or the Compensation Committee. He is also eligible to receive equity award grants pursuant to the terms and conditions of the Company’s then current equity plan, subject to the terms of an equity agreement as approved by the Board of Directors.
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Under a previous employment agreement with the Company dated June 17, 2025 (the “Initial Jung Employment Agreement”), the Company was required to pay Mr. Jung an initial salary of $250,000. Upon his initial hiring by the Company, he received an inducement equity award consisting of 500,000 shares of Common Stock and an aggregate of 1,000,000 RSUs, to vest in two equal installments, subject to certain milestones being achieved.
The Jung Employment Agreement provides the following payments upon termination of Mr. Jung’s employment:
Termination by Company for Cause; by Executive without Good Reason; or as a Result of Disability or Death. If Mr. Jung’s employment is terminated by us for Cause (as defined in the Jung Employment Agreement), by Mr. Jung without Good Reason (as defined in the Jung Employment Agreement), or as a result of Mr. Jung’s Disability (as defined in the Jung Employment Agreement) or death, then the Company is required to pay Mr. Jung the portion of his base salary that has accrued prior to such termination and has not yet been paid and the amount of any expenses properly incurred by Mr. Jung prior to such termination and not yet reimbursed (collectively, the “Jung Accrued Obligations”), promptly following the effective date of such termination.
Termination by Company without Cause or by Executive for Good Reason. If Mr. Jung’s employment is terminated by the Company other than for Cause, Disability or death, or by Mr. Jung for Good Reason, then, in addition to the Jung Accrued Obligations, Mr. Jung is entitled to receive the following, subject to the execution of a separation agreement and release of claims and other terms and conditions set forth in the Jung Employment Agreement:
·
Severance Payment. Payment in an amount equal to Mr. Jung’s base salary for a twelve-month period, less customary and required taxes and employment-related deductions, paid in one lump sum amount.
·
Benefits. Health insurance coverage at no cost to Mr. Jung for up to twelve months following the termination date, subject to earlier termination upon Mr. Jung’s eligibility for coverage under another employer’s health plan and applicable COBRA requirements.
Mr. Jung does not receive separate compensation for his role as a director.
David Knox
Mr. Knox is currently compensated for his services as our Chief Financial Officer and Treasurer pursuant to an Employment Agreement dated September 8, 2025 (the “Knox Employment Agreement”). Under the Knox Employment Agreement, the Company is required to pay Mr. Knox a base salary of not less than $400,000 per year. Mr. Knox also received a one-time sign on bonus in the amount of $75,000. Pursuant to the Knox Employment Agreement, Mr. Knox received an inducement equity award consisting of 100,000 RSUs, which will vest in two equal installments on the sixth month and first year anniversaries of the grant date, subject to Mr. Knox’s continued employment with the Company on the applicable vesting dates. Mr. Knox also received a grant of 200,000 RSUs, or two grants each comprised of 100,000 RSUs (the “Milestone Grants”), pursuant to the Company’s 2018 Omnibus Stock Incentive Plan, as amended, subject to the Company reaching certain milestones described in the Knox Employment Agreement. Each Milestone Grant will vest in equal quarterly installments over the 12-month period following the date on which the applicable milestone is achieved, subject to Mr. Knox’s continued employment with the Company on the applicable vesting dates.
If Mr. Knox’s employment is terminated for any reason, including by us with or without Cause (as defined in the Knox Employment Agreement), by Mr. Knox with or without Good Reason (as defined in the Knox Employment Agreement), or as a result of Mr. Knox’s Disability (as defined in the Knox Employment Agreement) or death, then the Company is required to pay Mr. Knox the portion of his base salary that has accrued prior to such termination and has not yet been paid and the amount of any expenses properly incurred by Mr. Knox prior to such termination and not yet reimbursed promptly following the effective date of such termination. Mr. Knox is not entitled to any severance payments, continued benefits, or other post-termination compensation, except as otherwise required by applicable law.
Michael Rowe
Mr. Rowe was compensated for his services as our former Chief Executive Officer pursuant to an Employment Agreement dated July 26, 2022 (the “Rowe Employment Agreement”) which was amended and restated on June 17, 2025 (the “A&R Rowe Employment Agreement”).
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Under the terms of both the Rowe Employment Agreement and A&R Rowe Employment Agreement, the Company was required to pay Mr. Rowe a base salary of not less than $575,000 per year. Under the Rowe Employment Agreement, Mr. Rowe was eligible to receive an annual cash bonus based upon the achievement of pre-established annual individual and Company objectives determined by the Board of Directors or the Compensation Committee. Under the A&R Rowe Employment Agreement, he was eligible to receive an annual cash bonus in a target amount up to 60% of his base salary based upon the achievement of pre-established annual individual and Company objectives determined by the Compensation Committee. Mr. Rowe was also eligible to receive equity award grants pursuant to the terms and conditions of the Company’s then current equity plan, subject to the terms of an equity agreement as approved by the Board of Directors under the Rowe Employment Agreement, and an option to purchase shares of the Company’s common stock representing 1% of the fully-diluted common equity pursuant to the terms and conditions of the Company’s then current equity plan and Board approval under the A&R Rowe Employment Agreement.
Mr. Rowe did not receive additional compensation for his role as Principal Financial Officer of the Company during fiscal year 2025. Mr. Rowe resigned from his roles at the Company, effective November 1, 2025.
Bren Kern
Mr. Kern was compensated for his services as our Chief Operating Officer pursuant to an Employment Agreement dated December 19, 2022 (the “Kern Employment Agreement”). Under the terms of the Kern Employment Agreement, the Company was required to pay Mr. Kern a base salary of not less than $345,000 per year. Mr. Kern was eligible to receive an annual cash bonus, based upon the achievement of annual performance objectives generally determined by the Compensation Committee. He was also eligible to receive equity award grants pursuant to the terms and conditions of the Company’s then current equity plan, subject to the terms of an equity agreement as approved by the Board of Directors.
In connection with a reduction in force, Mr. Kern’s employment with the Company ended in July 2025.
Outstanding Equity Awards as of December 31, 2025
The following table sets forth information regarding all outstanding stock options held by our named executive officers as of December 31, 2025:
Number of
Number of
securities
securities
Market value
underlying
underlying
Option
Number of
of shares or
unexercised
unexercised
exercise
Option
shares or
untis of stock
options(#)
options(#)
price
expiration
untis of stock that
that have not
Name
exercisable
unexercisable
($)
date
have not vested(#)
vested($) (9)
Hyunsu Jung
—
—
—
1,000,000
(10)
3,560,000
Chief Investment Officer / Chief Executive Officer
—
—
—
David Knox
—
—
—
200,000
(11)
712,000
Chief Financial Officer
—
—
—
100,000
(12)
356,000
Michael Rowe
750
(1)
—
504.00
2/1/2026
—
—
Former Chief Executive Officer
248
(2)
—
496.00
2/1/2026
—
—
534
(3)
—
248.80
2/1/2026
—
—
1,644
(4)
—
217.60
2/1/2026
—
—
1,603
(5)
—
480.80
2/1/2026
—
—
289
(6)
—
248.00
2/1/2026
—
—
5,499
(7)
—
132.80
2/1/2026
—
—
520
(8)
—
152.80
2/1/2026
—
—
Bren Kern
—
—
—
—
—
Former Chief Operating Officer
—
—
—
—
—
(1)
The options vested as to 20.83 shares on August 2, 2018 and vested in equal 20.83 share amounts on each of the 35 one-month anniversaries thereafter.
(2)
The options vested as to one-third of the shares underlying the options on July 24, 2019 and became exercisable in equal share amounts on each of the 24 one-month anniversaries thereafter.
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(3)
The options vested as to one-third of the shares underlying the option on August 16, 2020 and the remaining options become exercisable in equal increments on each of the 24 one-month anniversaries thereafter.
(4)
The options vested as to one-third of the shares underlying the options on June 3, 2021 and the remaining options become exercisable in equal increments on each of the 24 one-month anniversaries thereafter.
(5)
The options vested as to one-third of the shares underlying the options on January 30, 2022 and the remaining options become exercisable in equal increments on each of the 24 one-month anniversaries thereafter.
(6)
The options vested as to one-third of the shares underlying the options on February 14, 2023 and the remaining options become exercisable in equal increments on each of the 24 one-month anniversaries thereafter.
(7)
The options vested as to one-third of the shares underlying the options on August 1, 2023 and the remaining options become exercisable in equal increments on each of the 24 one-month anniversaries thereafter.
(8)
The options vested as to one-third of the shares underlying the options on February 12, 2025 and the remaining options were to become exercisable in equal increments on each of the 24 one-month anniversaries thereafter. These options were 100% forfeited 3 months from the date of Mr. Rowe’s resignation effective November 1, 2025.
(9)
The closing price of HYPD on December 31, 2025 was $3.56.
(10) The RSUs vest upon the achievement of the Jung Market Cap Milestones. The shares of common stock underlying such RSUs will be settled according to the following schedule: (a) 33.33% of the RSUs will be settled immediately upon achievement of the Jung Market Cap Milestones, (b)33.33% of the RSUs will be settled one year following achievement of the Jung Market Cap Milestones and (c) 33.33% of the RSUs will be settled two years following achievement of the Jung Market Cap Milestones.
(11) The RSUs vest upon the achievement of the Knox Market Cap Milestones. The shares of common stock underlying such RSUs will be settled according to the following schedule: 25% of the RSUs will be settled three months following achievement of each of the Knox Market Cap Milestones; an additional 25% of the RSUs will be settled six months following achievement of each of the Knox Market Cap Milestones; an additional 25% of the RSUs will be settled nine months following achievement of each of the Knox Market Cap Milestones; and an additional 25% of the RSUs will be settled twelve months following achievement of each of the Knox Market Cap Milestones.
(12) The RSUs vest in two equal installments, with fifty percent (50%) vesting on March 29, 2026, the six-month anniversary of the date of grant and the remaining fifty percent (50%) vesting on September 29, 2026, the 12-month anniversary of the date of grant, subject to the Mr. Knox’s continued employment with the Company through each such vesting date.
Director Compensation
In April 2022, our Board of Directors, upon recommendation of the Compensation Committee, adopted a Non-Employee Director Compensation Policy for the Company’s non-employee directors, which was further amended in August 2022, March 2023 and July 2025. Each non-employee director receives a quarterly retainer of $25,000. In addition, certain non-employee directors receive additional quarterly cash retainers for service in leadership roles: the Chair of the Board received an additional quarterly retainer of $15,000; the Audit Committee Chair, Compensation Committee Chair and Nominating and Corporate Governance Committee Chair each receives an additional quarterly retainer of $10,000; and all other members of our Board committees receive an additional quarterly retainer of $5,000.
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Non-employee directors are also eligible to receive equity compensation in the form of RSUs granted under the Company’s equity incentive plan. In connection with the adoption of the Amended and Restated Non-Employee Director Compensation Policy, effective as of July 22, 2025, and the Company’s new business strategy, each non-employee director continuing to serve on the Board received a one-time grant of 50,000 RSUs, subject to time-based vesting. Beginning with the Company’s 2026 annual meeting of stockholders, each non-employee director who continues to serve on the Board following the annual meeting is expected to receive an annual grant of RSUs with a value of $185,000, vesting in full on the earlier of one year from the date of grant or the date of the next annual meeting of stockholders, subject to continued service.
The following table sets forth certain information concerning the compensation of our then serving directors (excluding Mr. Jung, who is an executive officer) for the fiscal year ended December 31, 2025:
Name
Fees earned or paid in cash
Stock awards (1)
Option awards (1)
All other compensation
Total
Charles E. Mather IV (2)
$
65,000
$
24,400
(6)
$
—
$
—
$
89,400
Tsontcho Ianchulev, M.D., M.P.H (2)
$
20,000
$
17,080
(4)
$
—
$
—
$
37,080
Michael Geltzeiler
$
120,000
$
390,080
(4)(7)(10)
$
—
$
—
$
510,080
Rachel Jacobson
$
115,000
$
385,200
(5)(7)(9)
$
—
$
—
$
500,200
Ram Palanki, Pharm.D (2)
$
26,250
$
12,200
(5)
$
—
$
—
$
38,450
Happy Walters (3)
$
37,500
$
324,000
(8)
$
—
$
—
$
361,500
Ellen Strahlman, M.D.
$
118,750
$
385,200
(5)(7)(9)
$
—
$
—
$
503,950
(1)
The amounts reported in the “Stock awards” and “Option awards” columns reflect the aggregate fair value of stock-based compensation awarded during the year computed in accordance with the provisions of FASB ASC Topic 718. See Note 13 to our financial statements contained in this Annual Report on Form 10-K for the assumptions underlying the valuation of equity awards.
(2)
Dr. Ianchulev, Mather and Palanki retired from the Board on June 17, 2025.
(3)
Mr. Walters joined the Board on September 8, 2025
(4)
On June 13, 2025, the Board of Directors granted to each of Dr. Ianchulev and Mr. Geltzeiler 7,000 RSUs with an aggregate grant date fair value of $17,080. The RSUs shall vest in full upon the earlier of (i) the closing of a financing that results in more than $10 million in gross proceeds to the Company or (ii) the grantee’s retirement from the Board of Directors in connection with the closing of the transaction.
(5)
On June 13, 2025, the Board of Directors granted to each of Ms. Jacobson, Dr. Palanki, and Dr. Strahlman 5,000 RSUs with an aggregate grant date fair value of $12,200. The RSUs shall vest in full upon the earlier of (i) the closing of a financing that results in more than $10 million in gross proceeds to the Company or (ii) the grantee’s retirement from the Board of Directors in connection with the closing of the transaction.
(6)
On June 13, 2025, the Board of Directors granted to Mr. Mather 10,000 RSUs with an aggregate grant date fair value of $24,400. The RSUs shall vest in full upon the earlier of (i) the closing of a financing that results in more than $10 million in gross proceeds to the Company or (ii) the grantee’s retirement from the Board of Directors in connection with the closing of the transaction.
(7)
On August 18, 2025, the Board of Directors granted to each of Ms. Jacobson, Dr. Strahlman and Mr. Geltzeiler 50,000 RSUs with an aggregate grant date fair value of $373,000. The RSUs shall vest as follows: (1) 25,000 RSUs shall vest on December 15, 2025; (2) 12,500 RSUs shall vest on May 26, 2026; and (3) 12,500 RSUs shall vest on August 16, 2026; provided, however, that such awards shall vest immediately in full upon the date on which merger, sale, transfer or other disposition of all or substantially all of the assets of the Company, liquidation or dissolution, any reverse merger or related transactions, or acquisition in a single or series of related transactions by a beneficial owner (“Corporate Transaction”) occurs.
(8)
On September 8, 2025, the Board of Directors granted to Mr. Walters 50,000 RSUs with an aggregate grant date fair value of $324,000. The RSUs shall as follows: (1) 25,000 RSUs shall vest on March 31, 2026; (2) 12,500 RSUs shall vest on August 16, 2026; and (3) 12,500 RSUs shall vest on November 16, 2026; provided, however, that such awards shall vest immediately and in full upon (a) the date on which a Corporate Transaction is consummated.
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(9)
On April 21, 2025, the Board of Directors granted to each of Ms. Jacobson and Dr. Strahlman 3,000 RSUs with an aggregate grant date fair value of $3,210. The RSUs were to vest upon the closing of the Company’s proposed business combination with a specific entity. The proposed business combination with the specific entity did not occur and these units were cancelled accordingly and ultimately had no compensation value.
(10) On April 21, 2025, the Board of Directors granted to Mr. Geltzeiler 5,000 RSUs with an aggregate grant date fair value of $5,350. The RSUs were to vest upon the closing of the Company’s proposed business combination with a specific entity. The proposed business combination with the specific entity did not occur and these units were cancelled accordingly and ultimately had no compensation value.
As of December 31, 2025, our non-employee directors held the following unvested RSUs and outstanding options to purchase shares of our common stock.
Aggregate
Aggregate
Number of
Number of
Options
Name
Unvested RSUs
Outstanding
Michael Geltzeiler
26,015
1,422
Rachel Jacobson
26,301
1,814
Happy Walters
50,000
—
Ellen Strahlman, M.D.
26,235
1,723
Tsontcho Ianchulev, MD., M.P.H.
—
3,342
None of our non-employee directors received any compensation for the fiscal year ended December 31, 2025 in their capacity as directors other than as reflected above.
Timing of Equity Grants
We do not have any program, plan or obligation that requires us to grant equity awards on specified dates, although the Company’s longstanding practice has been to make annual equity grants in January and May or June of each year at the regularly scheduled meetings of the Compensation Committee and the Board of Directors. We believe this allows management, the Compensation Committee and the Board of Directors to review all elements of compensation at the same points in each year. The Board, with respect to our Chief Executive Officer, and the Compensation Committee, with respect to our other named executive officers, may also grant equity awards from time to time in recognition of a named executive officer’s expanded duties and responsibilities or continuing contributions to the Company’s performance.
Neither the Compensation Committee nor the Board of Directors takes material nonpublic information into account when determining the timing and terms of grants of equity compensation. Further, we do not have any program, plan or practice to time grant dates of equity compensation awards in coordination with the release of material nonpublic information and have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
During the year ended December 31, 2025, the Company did not grant stock options to any NEO during any period beginning four business days before and ending one business day after the filing of any Company periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any Form 8-K that disclosed any material nonpublic information.
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The following table provides information as of December 31, 2025 about our common stock that may be issued upon the exercise of options, warrants and rights under all of our existing equity compensation plans (including individual arrangements):
Equity Compensation Plan Information
Weighted-
average
Number of securities
Number of securities
exercise price
remaining available for
to be issued upon
of outstanding
future issuance under
exercise of
options,
equity compensation plan
outstanding options,
warrants and
(excluding securities
warrants, and rights
rights
reflected in column (a))
Plan Category
(a)
(b)
(c)
Equity compensation plans approved by security holders
2014 Equity Incentive Plan, as amended
8,889
$
280.41
—
Amended and Restated 2018 Omnibus Stock Incentive Plan
83,186
$
53.55
3,762,013
Equity compensation plans not approved by security holders
—
—
—
Total
92,075
$
217.82
3,762,013
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table sets forth certain information regarding the beneficial ownership of our common stock as of February 28, 2026, unless otherwise noted below, for the following:
● each person or entity known to own beneficially more than 5% of our outstanding common stock as of the date indicated in the corresponding footnote;
● the named executive officers set forth in the Summary Compensation Table;
● each director; and
● all current directors and executive officers as a group.
Applicable percentage ownership is based on 10,635,794 shares of our common stock outstanding as of February 28, 2026, unless otherwise noted below. Beneficial ownership is determined in accordance with the rules of the SEC, based on factors including voting and investment power with respect to shares. Common stock subject to options currently exercisable, or exercisable within 60 days after February 28, 2026 is deemed outstanding for the purpose of computing the percentage ownership of the person holding those securities, but are not deemed outstanding for computing the percentage ownership of any other person. Unless otherwise indicated, the address for each listed stockholder is c/o Hyperion DeFi, Inc., 23461 South Pointe Drive, Suite 390, Laguna Hills, CA 92653.
Shares
Beneficially
Name of Beneficial Owner
Owned Number
Percentage
Directors and Named Executive Officers
Hyunsu Jung (1)
417,676
3.8
%
David Knox (2)
77,950
*
Michael Geltzeiler (3)
64,437
*
Rachel Jacobson (4)
33,115
*
Ellen Strahlman (5)
102,753
1.0
%
Happy Walters (6)
86,930
*
Michael Rowe (7)
7,975
*
Bren Kern (8)
27,650
*
All directors and executive officers as a group (8 persons) (9)
818,486
7.5
%
5% Stockholders:
Forsakringsaktiebolaget Avanza Pension (10)
863,087
8.1
%
Armistice Capital, LLC (11)
912,475
8.0
%
Avenue Capital Group (12)
590,124
5.4
%
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* Less than 1% of the outstanding shares of our common stock.
(1)
Includes (i) 167,676 shares of common stock and (ii) 250,000 RSUs that vest within 60 days of February 28, 2026.
(2)
Includes (i) 27,950 shares of common stock and (ii) 50,000 RSUs that vest within 60 days of February 28, 2026.
(3)
Includes (i) 62,000 shares of common stock, (ii) 1,422 shares of common stock underlying options that are exercisable within 60 days of February 28, 2026, and (iii) 1,015 shares of common stock underlying RSUs that vest within 60 days of February 28, 2026.
(4)
Includes (i) 30,000 shares of common stock, (ii) 1,814 shares of common stock underlying options that are exercisable within 60 days of February 28, 2026, and (iii) 1,301shares of common stock underlying RSUs that vest within 60 days of February 28, 2026
(5)
Includes (i) 99,795 shares of common stock, (ii) 1,723 shares of common stock underlying options that are exercisable within 60 days of February 28, 2026, and (iii) 1,235 shares of common stock underlying RSUs that vest within 60 days of February 28, 2026.
(6)
Includes (i) 61,930 shares of common stock and (ii) 25,000 RSUs that vest within 60 days of February 28, 2026.
(7)
Includes 7,975 shares of common stock believed to have been owned by Mr. Rowe at the time he left the Company.
(8)
Includes 27,650 shares of common stock believed to have been owned by Mr. Kern at the time he left the Company.
(9)
See footnotes (1) through (8).
(10)
Based on information known to the Company and a Schedule 13G/A filed with the SEC on March 3, 2026, for an event that required disclosure on February 24, 2026 by Forsakringsaktiebolaget Avanza Pension. Consists of 863,087 shares of common stock. The address of Forsakringsaktiebolaget Avanza Pension is Box 1399, Stockholm, Sweden, 11139.
(11)
Based on information known to the Company and a Schedule 13G/A filed with the SEC on November 14, 2024 by Armistice Capital, LLC (“Armistice Capital”). Consists of 107,500 shares of our common stock (as adjusted for the Reverse Stock Split) (the “Shares”) and includes 804,975 shares of our common stock underlying warrants (the “Warrants”) that are exercisable by Armistice Capital at any time. The Warrants are only exercisable to the extent that the holder thereof, together with its affiliates, would beneficially own no more than 4.99% of the outstanding shares of our common stock after giving effect to such exercise (the “Warrant Beneficial Ownership Limitation”). As a result of the Warrant Beneficial Ownership Limitation, the number of shares that may be issued to the holder upon exercise of the Warrants may change depending upon changes in the outstanding shares of our common stock. Upon 61 days’ prior notice to the Company, the holder may increase, decrease or terminate the Warrant Beneficial Ownership Limitation. Armistice Capital is the investment manager of Armistice Capital Master Fund Ltd. (the “Master Fund”), the direct holder of the Shares and the Warrants, and pursuant to an Investment Management Agreement, Armistice Capital exercises voting and investment power over the securities of the Company held by the Master Fund and thus may be deemed to beneficially own the securities of the Company held by the Master Fund. Steven Boyd, as the managing member of Armistice Capital, may be deemed to beneficially own the securities of the Company held by the Master Fund. The Master Fund specifically disclaims beneficial ownership of the securities of the Company directly held by it by virtue of its inability to vote or dispose of such securities as a result of its Investment Management Agreement with Armistice Capital. The address of Armistice Capital, LLC and Mr. Boyd is 510 Madison Avenue, 7th Floor, New York, New York, 10022.
(12)
Based on information known to the Company and a Schedule 13D/A filed with the SEC on September 19, 2025 by Avenue Capital Group (“Avenue Capital”). Consists of (i) 96,049 shares of common stock held directly by Avenue Venture Opportunities Fund, L.P. (“Avenue I”) and (ii) 144,075 shares of common stock held directly by Avenue Venture Opportunities Fund II, L.P. (“Avenue II”) and includes (i) 140,000 shares of common stock issuable upon exercise of a warrant to purchase shares of the Company’s common stock issued to Avenue I and (i) 210,000 shares of common stock issuable upon exercise of a warrant to purchase shares of common stock issued to Avenue II. Avenue Capital Management II, L.P. is a registered investment adviser and is the manager (“Manager”) of each of Avenue and Avenue II, (the “Avenue Funds”). The general partner of each of Avenue I and Avenue II has delegated all management authority to Manager and therefore, Manager has sole voting and dispositive power over all securities of the Company held by the Avenue Funds but disclaims beneficial ownership thereof except to the extent of its pecuniary interest, if any, therein. Avenue Venture Opportunities Partners, LLC (“AVOP”) is the general partner of Avenue I. AVOP has delegated voting and dispositive power over securities held by Avenue I to Manager and disclaims beneficial ownership of securities held by Avenue I, except to the extent of its pecuniary interest, if any, therein. GL Venture Opportunities Partners, LLC (“GLVOP”) is the managing member of AVOP, the general partner of Avenue I. GLVOP has no voting or dispositive power over securities held by Avenue I and disclaims beneficial ownership of securities held by Avenue I, except to the extent of its pecuniary interest, if any, therein. Avenue Venture Opportunities Partners II, LLC (“AVOPII”) is the general partner of Avenue II. AVOPII has delegated voting and dispositive power over securities held by Avenue II to Manager and disclaims beneficial ownership of securities held by Avenue II, except to the extent of its pecuniary interest, if any, therein. GL Venture Opportunities Partners II, LLC (“GLVOPII”) is the managing member of AVOPII, the general partner of Avenue II. GLVOPII has no voting or dispositive power over securities held by Avenue II and disclaims beneficial ownership of securities held by Avenue II, except to the extent of its pecuniary interest, if any, therein. Marc Lasry is the beneficial owner of GLVOP and GLVOPII and therefore is the ultimate beneficial owner of the Avenue Funds. Mr. Lasry does not have voting or dispositive power over securities held by the Avenue Funds. The Avenue Funds and related entities described herein are subject to a blocker that limits their beneficial ownership to 9.99% of the outstanding shares of common stock of the Company (the “Blocker”). The aggregate beneficial ownership of the Avenue Funds and related entities gives effect to the Blocker and therefore excludes shares of common stock issuable upon exercise of the warrants. The address of Avenue Capital Group is 11 West 42nd Street, 9th Floor New York, NY, 10036.
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Item 13. Certain Relationships and Related Transactions, and Director Independence.
Below are transactions since January 1, 2024 to which we have been or are a participant, including currently proposed transactions, in which the amount involved in the transaction exceeds the lesser of $120,000 or one percent of the average of our total assets at year end for the last two completed fiscal years and in which any of our directors, executive officers, or beneficial holders of more than 5% of any class of our capital stock, or any immediate family member of, or person sharing the household with any of these individuals, had or has a direct or indirect material interest.
Securities Purchase Agreement, dated June 17, 2025
On June 17, 2025, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional accredited investors (the “Purchasers”). Pursuant to the Purchase Agreement, the Purchasers purchased an aggregate of 5,128,205 shares (the “Preferred Shares”) of the Company’s Series A Non-Voting Preferred Stock, par value $0.0001 per share and warrants to purchase 200% of the number of shares of the Company’s common stock issuable upon full conversion of the Preferred Shares, for an aggregate purchase price of approximately $50,000,000. Under the Purchase Agreement, the Board of Directors also appointed Mr. Jung as a director and to the position of Chief Investment Officer.
The Purchase Agreement provides that to the extent that at any time during the 36 months following the closing date thereunder (assuming HLIP Holdings, LLC, f/k/a Hyperion DeFi Holdings, LLC, continues to hold at least 50% of the shares of common stock underlying the shares of preferred stock and the warrants originally issued pursuant to the Purchase Agreement), Mr. Jung no longer serves as a director or the Company’s Chief Investment Officer, HLIP Holdings, LLC shall have the right to nominate a replacement to fill either or both of those roles and the Company shall use its commercially reasonable efforts to have the replacement(s) appointed as soon as reasonably practicable. In addition, the Purchase Agreement provides that HLIP Holdings, LLC shall have the ability to nominate a director to serve as the Chair of the Board.
Loan and Security Agreement
On June 17, 2025, Company entered into the Fourth Amendment (the “Fourth Amendment”) to the Supplement (as previously amended, the “Supplement”) to that certain Loan and Security Agreement, dated November 22, 2022 (the “Loan and Security Agreement”) with Avenue Capital Management II, L.P., as administrative agent and collateral agent, Avenue Venture Opportunities Fund, L.P., as a lender (“Avenue 1”) and Avenue Venture Opportunities Fund II, L.P., as a lender (together with Avenue 1, the “Lenders”).
As previously disclosed, the Loan and Security Agreement, as supplemented by the Supplement, provides for term loans in an aggregate principal amount of up to $15.0 million to be delivered in multiple tranches. The Fourth Amendment, among other things, extends the maturity date of the loans to July 1, 2028; provides for an interest-only period from July 1, 2025 until January 31, 2027; reduces the interest rate from 12.0% to 8.0%, payable half in cash and half in kind; eliminates the option of the Lenders to convert an aggregate amount of up to $10.0 million of the loans outstanding into shares of Common Stock; eliminates the final required payment of $637,500; and provides the Company with the option to prepay debt owed under the Loan and Security Agreement in part, subject to certain limitations. The maturity date of the loan is July 1, 2028. As of December 31, 2025, the aggregate principal amount outstanding under the Loan and Security Agreement was $8,339,366, and the outstanding principal amount as of March 23, 2026 was $8,394,123. During the fiscal year ended December 31, 2025, the Company repaid an aggregate of $1,463,438 of the outstanding principal amount and paid $481,360 of accrued interest under the Loan and Security Agreement.
In connection with the Fourth Amendment, the Company issued to the Lenders warrants (the “Lender Warrants”) to purchase an aggregate of 350,000 shares of Common Stock at an exercise price of $4.00 per share. The issuance of the Lender Warrants was not registered under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act or under any state securities laws.
Armistice Capital Master Fund Ltd.
September 2024 Offering
On September 30, 2024, the Company closed on a registered direct offering with Armistice Capital Master Fund Ltd (“Armistice”), pursuant to which the Company sold to Armistice 107,875 shares of common stock; pre-funded warrants to purchase up to 821 shares of common stock; and warrants to purchase up to 108,696 shares of common stock at an exercise price of $40.00 per share.
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The combined offering price for each share and accompanying warrant was $36.80. The combined offering price for each pre-funded warrant and accompanying warrant was $36.79, which is equal to the purchase price per share in the September 2024 Offering, minus $0.008, the exercise price per share of the pre-funded warrants. The warrants will be exercisable beginning six months following the date of issuance and may be exercised until March 31, 2030. The aggregate gross proceeds to the Company from the September 2024 Offering were approximately $4.0 million, and net proceeds after offering costs were approximately $3.6 million.
November 2024 Offering
On November 24, 2024, the Company closed on a registered direct offering (the “November 2024 Offering”) with Armistice, pursuant to which the Company sold to Armistice 112,500 shares of common stock; pre-funded warrants to purchase up to 38,522 shares of common stock; and warrants to purchase up to 302,045 shares of common stock at an exercise price of $8.608 per share. The combined offering price for each share and accompanying warrant was $8.608. The combined offering price for each pre-funded warrant and accompanying warrant was $8.60, which is equal to the purchase price per share in the November 2024 Offering, minus $0.008, the exercise price per share of the pre-funded warrants. The warrants will be exercisable beginning six months following the date of issuance and may be exercised until November 24, 2029. The aggregate gross proceeds to the Company from the November 2024 Offering were approximately $1.3 million, and net proceeds after offering costs were approximately $1.1 million.
December 2024 Offering
On December 5, 2024, the Company closed on a registered direct offering (the “December 2024 Offering”) with Armistice, pursuant to which the Company sold to Armistice 137,500 shares of common stock; pre-funded warrants to purchase up to 113,563 shares of common stock; and warrants to purchase up to 502,126 shares of common stock at an exercise price of $7.752 per share. The combined offering price for each share and accompanying warrant was $7.752. The combined offering price for each pre-funded warrant and accompanying warrant was $7.744, which is equal to the purchase price per share in the December 2024 Offering, minus $0.008, the exercise price per share of the pre-funded warrants. The aggregate gross proceeds to the Company from the December 2024 Offering were approximately $1.9 million, and net proceeds after offering costs were approximately $1.7 million.
January 2025 Offering
On January 16, 2025, the Company entered into an Inducement Offer (the “January Inducement Offer”) with Armistice, by which the Company agreed to reduce the exercise price of 197,118 existing warrants (“the January Existing Warrants”) from $55.20 per share, to $5.272 per share. The January Inducement Offer had a limited exercise period, until January 17, 2025, to exercise the January Existing Warrants (the “Exercise Period”).
In connection with the January Inducement Offer, if Armistice exercised the January Existing Warrants within the Exercise Period, the Company agreed to issue 197,118 Series A Common Stock Purchase Warrants and 197,118 Series B Common Stock Purchase Warrants to purchase an additional 394,236 shares of common stock at an exercise price of $5.272 per share which may be exercised for five years from the initial exercise date. The warrants became exercisable upon receipt of stockholder approval on August 18, 2025, at the Annual Shareholders’ Meeting.
On January 17, 2025, Armistice exercised the January Existing Warrants within the Exercise Period. The aggregate gross cash proceeds to the Company from the January Inducement Offer were approximately $1.0 million, and net cash proceeds after offering costs were approximately $0.9 million.
Indemnification Agreements
Our third amended and restated certificate of incorporation, as amended, and our second amended and restated bylaws provide that we shall indemnify our directors and officers to the fullest extent permitted by law. We also maintain a directors’ and officers’ liability insurance policy. The policy insures directors and officers against unindemnified losses arising from certain wrongful acts in their capacities as directors and officers and reimburses us for those losses for which we have lawfully indemnified the directors and officers. The policy contains various exclusions. We have also entered into director indemnification agreements with each of our directors.
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Employment Arrangements
We have entered into employment arrangements with our named executive officers that provide for salary and severance compensation. For more information regarding these arrangements and amounts earned pursuant to them, see “ Executive Compensation - Employment Arrangements ” and the “ Summary Compensation Table ” above.
Equity Issued to Executive Officers and Directors
We granted RSUs to our named executive officers and directors in 2025, as more fully described in the sections entitled “ Outstanding Equity Awards as of December 31, 2025 ” and “ Director Compensation ”.
Procedures for Approval of Related-Party Transactions
The Audit Committee, pursuant to its written charter and our Related Party Transaction Policy, is responsible for reviewing and approving or ratifying any related-party transaction reaching a certain threshold of significance. In the course of its review and approval or ratification of a related-party transaction, the committee, among other things, considers, consistent with Item 404 of Regulation S-K, the following:
● whether the transaction was undertaken in the ordinary course of business;
● whether the transaction was initiated by the Company or the related person;
● whether the terms of the transaction are fair to the Company and on the same basis as would apply if the transaction did not involve the related person;
● whether there are business reasons for the Company to enter into the transaction;
● the approximate dollar value of the transaction, and the significance of that amount, particularly as it relates to the related person;
● whether the transaction would impair the independence of an outside director;
● any pre-existing contractual obligations; and
● whether the transaction would present an improper conflict of interest for any director or executive officer of the Company, taking into account the size of the transaction, the overall financial position of the director, executive officer, or the related person, the direct or indirect nature of the director’s, executive officer’s, or the related person’s interest in the transaction and the ongoing nature of any proposed relationship, and any other factors the Audit Committee deems relevant.
Any member of the Audit Committee who is a related person with respect to a transaction under review will not be permitted to vote or participate in discussions regarding approval or ratification of the transaction, but must provide all material information regarding the transaction to the Audit Committee.
Future transactions between us and our officers, directors, or 5% stockholders, and respective affiliates will be on terms that the committee determines in good faith to be in the best interests of the Company and its stockholders and will be approved by a majority of our directors who do not have an interest in the transactions and who had access, at our expense, to our legal counsel or independent legal counsel.
To the best of our knowledge, since January 1, 2024, other than as set forth above, there were no material transactions, or series of similar transactions, or any currently proposed transactions, or series of similar transactions, to which we were or are to be a party, in which the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year end for the last two completed fiscal years, and in which any director or executive officer, or any security holder who is known by us to own of record or beneficially more than 5% of any class of our common stock, or any member of the immediate family of any of the foregoing persons, has an interest (other than compensation to our officers and directors in the ordinary course of business).
Director Independence
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Our Board of Directors has reviewed the composition of our Board of Directors and its committees and the independence of each director. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our Board of Directors has determined that each of our directors, with the exception of Mr. Jung, is an “independent director” as defined under Rule 5606(a)(2) of the Nasdaq Listing Rules. Our Board of Directors determined that Dr. Strahlman, Messrs. Geltzeiler and Walters, and Ms. Jacobson satisfy the applicable independence standards established by the SEC and the Nasdaq Listing Rules. In making such determinations, our Board of Directors considered the relationships that each non-employee director has with our Company and all other facts and circumstances our Board of Directors deemed relevant in determining independence, including the beneficial ownership of our capital stock by each non-employee director.
Item 14. Principal Accountant Fees and Services.
The Audit Committee has adopted a policy for the pre-approval of all audit and permitted non-audit services that may be performed by our independent registered public accounting firm. Under this policy, each year, at the time it engages an independent registered public accounting firm, the Audit Committee pre-approves the engagement terms and fees and may also pre-approve detailed types of audit-related and permitted non-audit services, subject to certain dollar limits, to be performed during the year. All other permitted non-audit services are required to be pre-approved by the Audit Committee on an engagement-by-engagement basis.
Audit Fees
The following table summarizes the aggregate fees billed for professional services rendered to us by CBIZ CPAs P.C. (“CBIZ”) in 2025 and Marcum LLP (“Marcum”) in 2024. Our engagement with Marcum LLP ended May 2, 2025 in connection with their merger with CBIZ. A description of these various fees and services follows the table.
2025
2024
CBIZ CPAs P.C.
Audit Fees
$
768,695
$
—
Audit-Related Fees
—
—
Tax Fees
—
—
All Other Fees
—
—
Marcum LLP
Audit Fees
$
—
$
589,175
Audit-Related Fees
—
—
Tax Fees
—
—
All Other Fees
—
—
Audit fees relate to the financial statement audits, the quarterly reviews and related matters. Audit fees include services rendered by CBIZ for the 2025 audits and Marcum for the 2024 audits totaling $350,000 and $223,125, respectively. Fees also include services rendered for reviews of the condensed financial statements included in the Company’s Form 10-Q’s during the first three quarters of by CBIZ in 2025 and Marcum in 2024 totaling $192,095 and $115,235, respectively. Audit fees include fees for services related to the review of our registration statements, SEC comment letters and issuance of comfort letters by CBIZ, in 2025 and by Marcum, in 2024, totaling $226,600 and $250,815, respectively.
Audit-Related Fees
No audit-related fees were billed to us by CBIZ for the year ended December 31, 2025 or by Marcum for the year ended December 31, 2024.
Tax Fees
No tax fees were billed to us by CBIZ for the year ended December 31, 2025 or by Marcum for the year ended December 31, 2024.
All Other Fees
No other fees were billed to us by CBIZ for the year ended December 31, 2025 or by Marcum for the year ended December 31, 2024.
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PART IV
Item 15. Exhibits, Financial Statement Schedules.
(a) List of documents filed as part of this report:
1. Financial Statements:
The financial statements of the Company and the related reports of the Company’s independent registered public accounting firm thereon have been filed under Item 8 hereof.
2. Financial Statement Schedules:
None.
3. Exhibits Index
The following is a list of exhibits filed as part of this Annual Report on Form 10-K:
Incorporated by Reference from Filings as Noted Below (Unless
Otherwise Indicated)
Exhibit
Number
Exhibit Description
Form
File No.
Exhibit
Filing Date
3.1
Third Amended and Restated Certificate of Incorporation
8-K
001-38365
3.1
January 29, 2018
3.1.1
Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation
8-K
001-38365
3.1.1
June 14, 2018
3.1.2
Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation
8-K
001-38365
3.1
June 14, 2024
3.1.3
Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation
8-K
001-38365
3.1
January 31, 2025
3.1.4
Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation
8-K
001-38365
3.1
July 2, 2025
3.1.5
Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation
8-K
001-38365
3.1
August 21, 2025
3.1.6
Amended and Restated Certificate of Designation of Series A Non-Voting Convertible Preferred Stock
Filed herewith
3.2
Third Amended and Restated Bylaws
8-K
001-38365
3.1
March 26, 2026
4.1
Description of Securities
10-K
001-38365
4.1
April 15, 2025
4.2
Form of Class B Warrant Issued on March 24, 2020
8-K
001-38365
4.2
March 25, 2020
4.3
Warrant Amendment Agreement, dated June 28, 2024
8-K
001-38365
10.3
July 1, 2024
4.4
Form of Warrant Issued on May 7, 2021
8-K
001-38365
4.1
May 10, 2021
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4.5
Form of Warrant Issued on July 1, 2024
8-K
001-38365
4.1
July 1, 2024
4.6
Form of Warrant Issued on September 30, 2024
8-K
001-38365
4.1
September 30, 2024
4.7
Amendment No. 1 to Warrant Issued on September 30, 2024, dated December 9, 2024
10-K
001-38365
4.7
April 15, 2025
4.8
Form of Warrant Issued on November 26, 2024
8-K
001-38365
4.1
November 26, 2024
4.9
Amendment No. 1 to Warrant Issued on November 26, 2024, dated December 9, 2024
10-K
001-38365
4.9
April 15, 2025
4.10
Form of Warrant Issued on December 9, 2024
8-K
001-38365
4.1
December 9, 2024
4.11
Form of Series A Warrant Issued on January 17, 2025
8-K
001-38365
4.1
January 16, 2025
4.12
Form of Series B Warrant Issued on January 17, 2025
8-K
001-38365
4.2
January 16, 2025
4.13
Form of Amended and Restated Purchaser Warrant, dated as of June 17, 2025
Filed herewith
4.14
Form of Placement Agent Warrant, dated June 17, 2025
8-K
001-38365
4.2
June 24, 2025
4.15
Form of Lender Warrant, dated June 17, 2025
8-K
001-38365
4.3
June 24, 2025
10.1
Loan and Security Agreement, dated November 22, 2022, by among Eyenovia, Inc., Avenue Capital Management II, L.P., Avenue Venture Opportunities Fund, L.P. and Avenue Venture Opportunities Fund II, L.P.
10-K
001-38365
10.30
March 31, 2023
10.2
Supplement to the Loan and Security Agreement, dated November 22, 2022, by among Eyenovia, Inc., Avenue Capital Management II, L.P., Avenue Venture Opportunities Fund, L.P. and Avenue Venture Opportunities Fund II, L.P.
10-K
001-38365
10.31
March 31, 2023
10.3
Subscription Agreement, dated November 22, 2022, by and among Eyenovia, Inc., Avenue Venture Opportunities Fund, L.P. and Avenue Venture Opportunities Fund II, L.P.
10-K
001-38365
10.32
March 31, 2023
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10.4
First Amendment to Supplement to the Loan and Security Agreement by and among Eyenovia, Inc., Avenue Capital Management II, L.P., Avenue Venture Opportunities Fund, L.P. and Avenue Venture Opportunities Fund II, L.P., dated November 22, 2024
8-K
001-38365
10.1
November 25, 2024
10.5
Subscription Agreement, dated as of November 22, 2024, by and among Eyenovia, Inc., Avenue Venture Opportunities Fund, L.P. and Avenue Venture Opportunities Fund II, L.P.
8-K
001-38365
10.2
November 25, 2024
10.6
Second Amendment to Supplement to Loan and Security Agreement, dated as of February 21, 2025, by and among the Company, Avenue Capital Management II, L.P., Avenue Venture Opportunities Fund, L.P. and Avenue Venture Opportunities Fund II, L.P.
8-K
001-38365
10.1
February 24, 2025
10.7
Third Amendment to Supplement to Loan and Security Agreement by and among Eyenovia, Inc., Avenue Capital Management II, L.P., Avenue Venture Opportunities Fund, L.P. and Avenue Venture Opportunities Fund II, L.P., dated May 30, 2025
8-K
001-38365
10.1
June 5, 2025
10.8
Fourth Amendment to Supplement to Loan and Security Agreement by and among Eyenovia, Inc., Avenue Capital Management II, L.P., Avenue Venture Opportunities Fund, L.P. and Avenue Venture Opportunities Fund II, L.P., dated June 17, 2025
8-K
001-38365
10.3
June 24, 2025
10.9*
Amended and Restated Employment Agreement by and between Eyenovia, Inc. and Michael Rowe, dated as of June 17, 2025
8-K
001-38365
10.5
June 24, 2025
10.10*
Employment Agreement by and between the Company and David Knox, dated September 8. 2025
8-K
001-38365
10.1
September 29, 2025
10.11*
Separation and Release Agreement by and between the Company and Bren Kern, dated July 1, 2025
8-K
001-38365
10.1
July 2, 2025
10.12*
Amended and Restated Employment Agreement by and between Hyperion DeFi, Inc. and Hyunsu Jung, dated January 1, 2026
8-K
001-38365
10.1
January 1, 2026
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10.13
Inducement Restricted Stock Unit Award Agreement
10-Q
001-38365
10.3
November 14, 2025
10.14*
Amended and Restated Non-Employee Director Compensation Policy
10-Q
10.8
August 13, 2025
10.15*
Eyenovia, Inc. 2014 Equity Incentive Plan, as amended
S-8
333-233278
10.14
August 14, 2019
10.16*
Form of Nonqualified Stock Option Agreement
S-8
333-233278
10.15
August 14, 2019
10.17
Eyenovia, Inc. Amended and Restated 2018 Omnibus Stock Incentive Plan, as Amended
8-K
001-38365
10.1
June 27, 2023
10.18
Form of Restricted Stock Unit Agreement
10-K/A
001-38365
10.34
May 1, 2023
10.19*
Form of Notice of Inducement Stock Option Grant
10-Q
001-38365
10.7
November 12, 2024
10.20*
Form of Indemnification and Advancement Agreement
10-Q
001-38365
10.8
November 12, 2024
10.21
Sales Agreement by and among Hyperion DeFi, Inc. and Cantor Fitzgerald & Co. and Chardan Capital Markets, LLC, dated November 14, 2025
S-3
333-291570
1.2
November 17, 2025
10.22
Inducement Letter, dated January 16, 2025
10-K
001-38365
10.26
April 15, 2025
10.23
Form of Securities Purchase Agreement, dated June 17, 2025
8-K
001-38365
10.1
June 24, 2025
10.24
Form of Registration Rights Agreement, dated June 17, 2025
8-K
001-38365
10.2
June 24, 2025
10.25#
Joint Validator Operators’ Agreement by and among Hyperion DeFi, Inc., Kinetiq Research Pte. Ltd. and Pier Two Pty Ltd, dated as of June 25, 2025
--
Filed herewith
19.1
Insider Trading Policy
10-K
001-38365
19.1
April 15, 2025
23.1
Consent of CBIZ, Inc.
--
Filed herewith
23.2
Consent of Marcum, LLP
Filed herewith
31.1
Certification of the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
--
Filed herewith
31.2
Certification of the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
--
Filed herewith
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Table of Contents
32.1
Certification of the Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
--
Filed herewith
32.2
Certification of the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
--
Filed herewith
97.1
Policy Relating to Recovery of Erroneously Awarded Compensation
10-K
001-38365
97.1
March 18, 2024
101
Inline interactive data files pursuant to Rule 405 of Regulation S-T: (i) Balance Sheets as of December 31, 2025 and 2024; (ii) Statements of Operations for the Years Ended December 31, 2025 and 2024; (iii) Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2025 and 2024; (iv) Statements of Cash Flows for the Years Ended December 31, 2025 and 2024; and (v) Notes to Financial Statements
--
Filed herewith
104
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document contained in Exhibit 101
--
Filed herewith
*
Management contract or other compensatory plan.
#
Certain confidential portions of this Exhibit were omitted by means of marking such portions with brackets (“[***]”) because the identified confidential portions (i) are not material and (ii) are the type of information that the Company treats as private or confidential.
Item 16. Form 10-K Summary.
None.
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SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
HYPERION DEFI, INC.
Date: March 27, 2026
By:
/s/ Hyunsu Jung
Hyunsu Jung
Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Hyunsu Jung
Chief Executive Officer
March 27, 2026
Hyunsu Jung
(Principal Executive Officer) and Director
/s/ David Knox
Chief Financial Officer
March 27, 2026
David Knox
(Principal Financial and Accounting Officer)
/s/ Rachel Jacobson
Director
March 27, 2026
Rachel Jacobson
/s/ Michael Geltzeiler
Director
March 27, 2026
Michael Geltzeiler
/s/ Ellen Strahlman
Director
March 27, 2026
Ellen Strahlman
/s/ Happy Walters
Director
March 27, 2026
Happy Walters
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HYPERION DEFI, INC.
INDEX TO FINANCIAL STATEMENTS
Page
Number
Years Ended December 31, 2025 and 2024
Report of Independent Registered Public Accounting Firm (PCAOB ID: 199)
F-2
Report of Independent Registered Public Accounting Firm (PCAOB ID: 688 )
F-4
Balance Sheets as of December 31, 2025 and 2024
F-5
Statements of Operations for the Years Ended December 31, 2025 and 2024
F-6
Statements of Changes in Stockholders’ (Deficit) Equity for the Years Ended December 31, 2025 and 2024
F-7
Statements of Cash Flows for the Years Ended December 31, 2025 and 2024
F-8
Notes to Financial Statements
F-10
F-1
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors of
Hyperion Defi, Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheet of Hyperion Defi, Inc. (the “Company”) as of December 31, 2025, the related statements of operations, changes in stockholders’ equity (deficit) and cash flows for the year ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
As discussed in Note 7 to the consolidated financial statements, the Company recognizes a variety of digital assets on its balance sheet. Digital assets that are qualifying indefinite-lived intangible assets are measured at fair value. Digital assets that are indefinite-lived intangible assets that do not qualify for measurement at fair value are recorded at cost, less any impairment losses incurred. As of December 31, 2025, the carrying value of the Company’s digital assets was $36.9 million.
We identified the evaluation of the existence of and the rights to substantially all of the Company’s digital assets as a critical audit matter. A high degree of auditor judgment was involved in determining the nature and extent of the procedures performed and audit evidence obtained to assess the existence of and rights to the digital assets.
The following are the primary procedures we performed to address this critical audit matter. We obtained an understanding of the Company’s internal controls over digital asset custody and digital asset transactions. We consulted with subject matter experts regarding our planned audit response to address risks of material misstatement of digital assets. We compared the Company’s records of certain digital asset balances and transactions to the records on the public blockchain and evaluated the relevance and reliability of audit evidence obtained from the public blockchain. We obtained evidence that management has control of the private keys required to access digital assets through observing the movement, redemption, and/or unstaking of selected digital assets using the underlying private keys.
F-2
Table of Contents
/s/ CBIZ CPAs P.C.
CBIZ CPAs P.C.
We have served as the Company’s auditor since 2017 (such date takes into account the acquisition of the attest business of Marcum llp by CBIZ CPAs P.C. effective November 1, 2024).
Philadelphia, Pennsylvania
March 27, 2026
F-3
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors of
Hyperion Defi, Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheet of Hyperion Defi, Inc. (the “Company”) as of December 31, 2024, the related statements of operations, changes in stockholders’ (deficit) equity and cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flow for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
Explanatory Paragraph – Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 2, the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/ Marcum LLP
We have served as the Company’s auditor from 2017 through 2025.
New York, New York
April 15, 2025
F-4
Table of Contents
HYPERION DEFI, INC.
Balance Sheets
December 31,
December 31,
2025
2024
Assets
Current Assets
Cash and cash equivalents
$
6,443,467
$
2,121,463
Prepaid expenses and other current assets
802,342
645,736
Total Current Assets
7,245,809
2,767,199
Digital assets
16,345,347
—
Digital assets receivable, net
6,935,131
—
Digital intangible assets
20,591,555
—
Operating lease right-of-use asset
415,998
718,360
Other assets
230,416
182,200
Total Assets
$
51,764,256
$
3,667,759
Liabilities and Stockholders’ Equity (Deficit)
Current Liabilities:
Accounts payable
$
317,900
$
1,954,681
Accrued former licensor obligations
—
2,245,087
Accrued expenses and other current liabilities
1,871,106
1,322,674
Operating lease liabilities - current portion
512,007
575,163
Notes payable - current portion, net of debt discount of $ 0 and $ 527,870 as of December 31, 2025 and December 31, 2024, respectively
—
5,212,532
Convertible notes payable - net of debt discount of $ 0 and $ 263,930 as of December 31, 2025 and December 31, 2024, respectively
—
4,736,070
Total Current Liabilities
2,701,013
16,046,207
Notes payable - non-current portion, net of debt discount of $ 543,230 and $ 0 as of December 31, 2025 and December 31, 2024, respectively
7,796,136
—
Operating lease liabilities, non-current portion
206,600
717,504
Total Liabilities
10,703,749
16,763,711
Commitments and contingencies (Note 11)
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 December 31, 2025 and December 31, 2024, respectively, with a liquidation preference of $ 50,795,000 as of December 31, 2025
544
—
Common stock, $ 0.0001 par value, 600,000,000 shares authorized; 8,762,329 shares issued and 8,680,005 shares outstanding as of December 31, 2025 and 1,506,369 shares issued and outstanding as of December 31, 2024
876
151
Additional paid-in capital
281,937,072
182,213,889
Treasury stock, at cost, 82,324 shares as of December 31, 2025
( 253,558 )
—
Accumulated deficit
( 240,624,427 )
( 195,309,992 )
Total Stockholders’ Equity (Deficit)
41,060,507
( 13,095,952 )
Total Liabilities and Stockholders’ Equity (Deficit)
$
51,764,256
$
3,667,759
The accompanying notes are an integral part of these financial statements.
F-5
Table of Contents
HYPERION DEFI, INC.
Statements of Operations
For the Year Ended
December 31,
2025
2024
Revenue
$
813,455
$
57,336
Cost of revenue
( 303,290 )
( 3,927,228 )
Gross Profit (Loss)
510,165
( 3,869,892 )
Operating (Income) Expenses:
Research and development
1,910,430
14,462,722
Selling, general and administrative
17,175,698
14,333,114
Realized gain - digital assets
( 8,321,844 )
—
Unrealized loss - digital assets
9,030,413
—
Impairment loss - digital assets
27,188,768
—
Impairment loss - other assets
—
11,207,897
Gain on covered call option
( 157,570 )
—
Provision for credit losses
405,331
—
Reacquisition of license rights
—
4,864,600
Net Operating Expenses
47,231,226
44,868,333
Loss From Operations
( 46,721,061 )
( 48,738,225 )
Other Income (Expense):
Other income (expense), net
389,685
( 90,601 )
Gain on extinguishment of liabilities
2,334,711
—
Change in fair value of equity consideration payable
—
1,240,800
Interest expense
( 1,557,788 )
( 2,484,431 )
Interest income
240,018
254,024
Total Other Income (Expense), Net
1,406,626
( 1,080,208 )
Net Loss
( 45,314,435 )
( 49,818,433 )
Dividend to preferred stockholders
( 1,684,783 )
—
Net Loss Attributable to Common Stockholders
$
( 46,999,218 )
$
( 49,818,433 )
Net Loss per Share - Basic and Diluted
$
( 9.40 )
$
( 59.81 )
Shares Outstanding - Basic and Diluted
5,000,331
832,997
The accompanying notes are an integral part of these financial statements.
F-6
Table of Contents
HYPERION DEFI, INC.
Statements of Changes in Stockholders’ (Deficit) Equity
For the Years Ended December 31, 2025 and 2024
Total
Additional
Stockholders’
Preferred Stock
Common Stock
Paid-In
Treasury Stock
Accumulated
(Deficiency)
Shares
Amount
Shares
Amount
Capital
Shares
Amount
Deficit
Equity
Balance - January 1, 2024
—
$
—
569,409
$
57
$
154,490,596
—
$
—
$
( 145,491,559 )
$
8,999,094
Issuance of common stock in At the Market Program [1]
—
—
70,381
7
6,047,362
—
—
—
6,047,369
Issuance of common stock as consideration for licensing agreement [2]
—
—
7,668
1
436,808
—
—
—
436,809
Issuance of common stock as consideration for reacquisition of licensing agreement [3]
—
—
28,742
3
2,322,388
—
—
—
2,322,391
Issuance of common stock and warrants in offerings [4]
—
—
653,493
66
17,011,256
—
—
—
17,011,322
Exercise of pre-funded stock warrants
—
—
152,905
15
1,208
—
—
—
1,223
Warrant modification and additional warrants - incremental value [5]
—
—
—
—
2,868,000
—
—
—
2,868,000
Warrant modification and additional warrants - in issuance costs for offering [6]
—
—
—
—
( 2,868,000 )
—
—
—
( 2,868,000 )
Issuance of common stock as consideration for modification of loan agreement
—
—
23,771
2
199,998
—
—
—
200,000
Stock-based compensation:
Amortization of stock option awards
—
—
—
—
1,454,946
—
—
—
1,454,946
Amortization of restricted stock units
—
—
—
—
249,327
—
—
—
249,327
Net loss
—
—
—
—
—
—
—
( 49,818,433 )
( 49,818,433 )
Balance - December 31, 2024
—
—
1,506,369
151
182,213,889
—
—
( 195,309,992 )
( 13,095,952 )
Issuance of preferred stock and warrants in private placement [7]
5,435,897
544
—
—
49,365,206
—
—
—
49,365,750
Issuance of common stock in At the Market offering [8]
—
—
5,607,759
561
39,357,243
—
—
—
39,357,804
Issuance of common stock from exercise of warrants [9]
—
—
502,125
50
3,892,423
—
—
—
3,892,473
Induced exercise of stock warrants [10]
—
—
197,118
19
922,731
—
—
—
922,750
Warrants issued in consideration for debt modification
—
—
—
—
858,270
—
—
—
858,270
Issuance of common stock from the partial conversion of note payable
—
—
404,820
41
640,295
—
—
—
640,336
Issuance of common stock from the delivery of vested restricted stock units
—
—
529,297
53
( 53 )
—
—
—
—
Shares withheld for employee payroll taxes
—
—
—
—
—
82,324
( 253,558 )
—
( 253,558 )
Reverse stock split settlement of fractional shares
—
—
( 41 )
—
( 160 )
—
—
—
( 160 )
Stock-based compensation:
Amortization of stock option awards
—
—
—
—
533,062
—
—
—
533,062
Amortization of restricted stock units
—
—
—
—
5,785,548
—
—
—
5,785,548
Issuance of common stock to vendors in consideration for service provided
—
—
14,882
1
53,401
—
—
—
53,402
Net loss
—
—
—
—
—
—
—
( 45,314,435 )
( 45,314,435 )
Preferred stock dividend ( $ 0.59 per preferred share outstanding)
—
—
—
—
( 1,684,783 )
—
—
—
( 1,684,783 )
Balance - December 31, 2025
5,435,897
$
544
8,762,329
$
876
$
281,937,072
82,324
$
( 253,558 )
$
( 240,624,427 )
$
41,060,507
[1] Includes gross proceeds of $ 6,234,402 less total issuance costs of $ 187,033 .
[2] Shares issued as partial consideration for License Agreement with Formosa Pharmaceuticals Inc.
[3] Shares issued as partial consideration for reversion of License Agreement with Bausch & Lomb Ireland Limited.
[4] Includes gross proceeds of $ 19,385,015 , less total cash issuance costs of $ 2,373,693 .
[5] Offering includes modification of warrants and additional warrants in the July 2024 offering.
[6] Non-cash warrant modification and additional warrants issuance costs related to one of the offerings are shown on a separate line item for clarity.
[7] Includes gross proceeds of $ 50,000,000 less total issuance costs of $ 634,250 .
[8] Includes gross proceeds of $ 40,645,265 less total issuance costs of $ 1,287,461 .
[9] Partial exercise of the Armistice warrants.
[10] 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 13 – Stockholders’ Equity (Deficiency).
The accompanying notes are an integral part of these financial statements.
F-7
Table of Contents
HYPERION DEFI, INC.
Statements of Cash Flows
For the Year Ended
December 31,
2025
2024
Cash Flows From Operating Activities
Net loss
$
( 45,314,435 )
$
( 49,818,433 )
Adjustments to reconcile net loss to net cash and cash equivalents used in operating activities:
Stock-based compensation
6,372,012
1,704,273
Change in fair value of equity consideration payable
—
( 1,240,800 )
Depreciation of property and equipment
—
1,128,449
Amortization of debt discount
655,997
759,049
Asset impairments
—
11,207,897
Write-down of inventories to net realizable value
—
3,085,450
Reacquisition of license rights
—
2,864,600
Non-cash lease expense
302,362
528,359
Gain on extinguishment of liabilities
( 2,334,711 )
—
Non-cash realized gain - digital assets
( 8,321,844 )
—
Unrealized loss - digital assets
9,030,413
—
Impairment loss - digital assets
27,188,768
—
Staking income
( 554,098 )
—
Non-cash commission paid to co-validators
26,160
—
Provision for credit losses
405,331
—
Unamortized non-refundable upfront fee on digital asset receivable
307,278
—
Paid-in-kind interest expense
379,998
—
Changes in operating assets and liabilities:
Prepaid expenses and other current assets
( 156,606 )
554,020
License fee and expense reimbursement receivables
—
99,006
Deferred clinical supply costs
—
868,328
Security and equipment deposits
( 48,217 )
1,506
Accounts payable
( 1,636,781 )
446,596
Accrued compensation
—
( 1,514,452 )
Accrued expenses and other current liabilities
( 497,741 )
( 293,579 )
Lease liabilities
( 574,060 )
( 501,250 )
Net Cash and Cash Equivalents Used In Operating Activities
( 14,770,174 )
( 30,120,981 )
Cash Flows From Investing Activities
Purchase of property and equipment
—
( 161,477 )
Purchase of productive digital assets
( 71,954,039 )
—
Net Cash and Cash Equivalents Used In Investing Activities
( 71,954,039 )
( 161,477 )
Cash Flows From Financing Activities
Proceeds from sale of common stock and warrants in direct offering
—
19,385,015
Proceeds from sale of preferred stock and warrants in private placement
50,000,000
( 2,373,693 )
Payment of private placement issuance costs
( 634,250 )
—
Proceeds from sale of common stock in At the Market offering
40,645,265
6,234,402
Payment of issuance costs for At the Market offering
( 1,287,461 )
( 187,033 )
Proceeds from exercise of stock warrants
3,892,473
1,223
Proceeds from induced exercise of stock warrants
1,039,206
—
Payment of cash issuance costs for induced exercise of stock warrants
( 116,456 )
—
Reverse stock split settlement of fractional shares
( 160 )
—
Repayments of notes payable
( 1,463,437 )
( 5,505,050 )
Payment of preferred dividend
( 892,167 )
—
Payment of costs in connection with debt extinguishment
( 136,796 )
—
Net Cash and Cash Equivalents Provided By Financing Activities
91,046,217
17,554,864
Net Increase (Decrease) in Cash and Cash Equivalents
4,322,004
( 12,727,594 )
Cash and Cash Equivalents - Beginning of Year
2,121,463
14,849,057
Cash and Cash Equivalents - End of Year
$
6,443,467
$
2,121,463
The accompanying notes are an integral part of these financial statements.
F-8
Table of Contents
HYPERION DEFI, INC.
Statements of Cash Flows, continued
For the Year Ended
December 31,
2025
2024
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest
$
481,360
$
1,622,479
Taxes
$
—
$
—
Supplemental Disclosure of Non-Cash Investing and Financing Activities
Deposits of HYPE into liquid staking activities
$
58,753,773
$
—
Redemption of liquid staking tokens for HYPE
$
15,866,574
$
—
Transfer of HYPE to digital asset receivable
$
9,922,239
$
—
Accrued dividend payable
$
792,616
$
—
Purchase of insurance policy financed by note payable
$
—
$
505,050
Accrual for intangible asset milestone obligation
$
—
$
2,000,000
Reclassification of deferred clinical supply costs to inventories
$
—
$
2,975,652
Modification date carrying value of extinguished Avenue Loan
$
10,262,280
$
—
Modification date fair value of modified Avenue Loan
$
10,172,657
$
—
Warrants issued for debt modification
$
858,270
$
—
Warrant modification and additional warrants - incremental value
$
1,194,102
$
2,868,000
Common stock issued in consideration for equipment received in conjunction with licensing agreement
$
—
$
135,400
Conversion of Avenue Loan to common stock
$
640,336
$
—
Common stock issued in consideration for licensing agreement
$
—
$
436,809
Common stock issued in consideration for reacquisition of licensing agreement
$
—
$
2,322,391
Common stock issued as consideration for modification of loan agreement
$
—
$
200,000
Interest expense added to note principal
$
367,308
$
102,902
Issuance of common stock related to vested restricted stock units
$
53
$
—
Treasury stock held for employee payroll taxes upon the delivery of restricted stock units
$
253,558
$
—
The accompanying notes are an integral part of these financial statements.
F-9
Table of Contents
HYPERION DEFI, INC.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
Note 1 – Business Organization, Nature of Operations and Basis of Presentation
Organization and Operations
Hyperion DeFi, Inc. (“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. 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 microdose mist delivery system.
HYPE is the native token of Hyperliquid, a decentralized Layer-1 blockchain designed for high-frequency, transparent trading. Hyperliquid supports fully on-chain perpetual futures and spot order books, operating with block times of approximately 70 milliseconds. 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.
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 agreements.
Basis of Presentation
On January 31, 2025, the Company effected a reverse stock split of its common stock at a ratio of 1–for-80 (the “Reverse Split”). Accordingly, all share and per share amounts for all periods presented in these financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect the Reverse Split and adjustment of the conversion price or exercise price of each outstanding equity award, convertible security and warrant as if the transaction had occurred as of the beginning of the earliest period presented.
Note 2 – Management’s Liquidity Plans
The Company’s primary source of liquidity has historically been cash generated from equity offerings and debt, along with periodic revenue generated from licensing agreements. Under ASC Subtopic 205-40, Presentation of Financial Statements—Going Concern, the Company has the responsibility to evaluate whether conditions and/or events raise substantial doubt about its ability to meet future financial obligations as they become due within one year after the date that these financial statements are issued. 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 December 31, 2024, 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 year ended December 31, 2025, the Company raised significant capital through both an ATM offering and a private placement of Series A preferred stock (see Note 13 – 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 9 – Notes Payable). These actions have alleviated the substantial doubt about the Company’s ability to continue as a going concern that existed at December 31, 2024.
As of December 31, 2025, the Company had unrestricted cash and cash equivalents of approximately $ 6.4 million and working capital of $ 4.5 million. For the years ended December 31, 2025 and 2024, the Company incurred a net loss of approximately $ 45.3 million and $ 49.8 million, respectively. For the years ended December 31, 2025 and 2024, the Company used cash in operating activities of approximately $ 14.8 million and $ 30.1 million, respectively. 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.
F-10
Table of Contents
HYPERION DEFI, INC.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
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.
While the Company plans to hold its digital assets as part of a long-term treasury strategy, and deploy its assets for productive purposes including staking and HYPE Asset Use Service agreements, the Company’s management has the discretion and ability to sell its digital assets as needed to cover liquidity obligations. As of December 31, 2025, the Company owns $ 16.2 million HYPE digital assets, of which nearly all are native staked and therefore would be subject to a seven-day unstaking queue before the Company could sell or transfer the assets. In addition, the majority of the Company’s HYPE digital assets are also deployed into HYPE Asset Use Service agreements or the Joint Validator Operator’s Agreement which are subject to additional restrictions on transferability (See Note 11 - commitments and contingencies). The Company also has approximately $ 21.0 million HYPE LSTs which can be traded, sold, or redeemed for HYPE and sold (subject to liquidity and redemption queue conditions, as well as the same seven-day unstaking queue as native staked HYPE).
Note 3 – Summary of Significant Accounting Policies
Use of Estimates
Preparation of financial statements in conformity with accounting principles generally accepted in the United States of America, or U.S. GAAP, requires management to make estimates, judgments and assumptions that affect the amounts reported in the financial statements and the amounts disclosed in the related notes to the financial statements. The Company bases its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. The amounts of assets and liabilities reported in the Company’s balance sheets and the amounts of expenses reported for each of the periods presented are affected by estimates and assumptions, which are used for, but not limited to, fair value calculations for equity securities, establishment of valuation allowances for deferred tax assets, revenue recognition, the recoverability and useful lives of long-lived assets, the realization of inventories and deferred clinical supply costs, the recovery of deferred costs and the deferral of revenues. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that actual results could differ from those estimates.
See Note 3 - Summary of Significant Accounting Policies — Stock-Based Compensation for additional discussion of the use of estimates in estimating the fair value of the Company’s common stock.
Cash and Cash Equivalents
The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents in the financial statements. As of December 31, 2025 and 2024, the Company had U.S. Treasury Bills with original maturity dates of three months or less classified within cash and cash equivalents in the amount of $ 4,016,156 and $ 0 , respectively.
The Company has cash deposits in financial institutions that, at times, may be in excess of Federal Deposit Insurance Corporation (“FDIC”) insurance limits. The Company has not experienced losses in such accounts and periodically evaluates the creditworthiness of its financial institutions. As of December 31, 2025 and 2024, the Company had cash and cash equivalent balances in excess of FDIC insurance limits of $ 6,094,774 and $ 1,658,188 , respectively.
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Table of Contents
HYPERION DEFI, INC.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
Impairment of Long-lived Assets
The Company reviews for potential impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset might not be recoverable. An impairment would be recognized when estimated future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. The Company recorded $ 11.2 million in impairment losses during the year ended December 31, 2024, of which approximately $ 9.8 million was for the Company’s long-lived assets consisting of $ 6.1 million of intangible assets, $ 3.3 million of property and equipment, which includes $ 0.7 million of equipment deposits, and $ 0.4 million of operating lease right-of-use assets. This is presented in Impairment losses - other assets within the Statement of Operations.
Digital Assets
The Company’s digital assets primarily include HYPE (the Hyperliquid network’s utility token), liquid staking tokens (including HiHYPE kHYPE, and kmHYPE, each referred to as an “LST”), and KNTQ (the governance token of the Kinetiq liquid staking protocol). HYPE and KNTQ are accounted for in accordance with ASC 350-60, Intangibles—Goodwill and Other—Crypto Assets (“ASC 350-60”). LSTs are classified as intangible assets in accordance with ASC 350-30, Intangibles—Goodwill and Other—General Intangibles Other Than Goodwill (“ASC 350-30”). Since LSTs represent a claim on HYPE, they do not fall under the scope 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).
Digital intangible assets with indefinite lives; they are not amortized but are subject to impairment. LSTs are recorded at acquisition cost, reflecting the fair value of underlying HYPE deposited in the liquid staking pool and tracked by lot. These assets are presented as digital intangible assets in the 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 assets and digital intangible assets.
Revenue Recognition
The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, applying the five‑step model: identify the contract, identify performance obligations, determine the transaction price, allocate the transaction price to performance obligations, and recognize revenue when or as performance obligations are satisfied. Transaction prices include fixed and variable consideration, and estimates of variable consideration are included only to the extent that a significant reversal of revenue is not probable; the Company applies the as‑invoiced practical expedient when applicable. The Company evaluates whether it is a principal or agent and reports revenue net when acting as an agent.
Native Staking
The Company operates a co-branded Hyperliquid validator, known as “Kinetiq × Hyperion” (“KxH”), with Kinetiq Research Pte (“Kinetiq”) and Pier Two Pty Ltd (“Pier Two”) and earns HYPE as rewards and commission income from native staking by validating transactions and maintaining network security. The Company participates in the native staking through both self-staking (using the Company’s own tokens) and providing validation services to third-party delegators. The Company delegates 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. Commission income from validation services is shared among the Company, Kinetiq and Pier Two. These rewards are received by the Company directly from the Hyperliquid network. 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.
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Table of Contents
HYPERION DEFI, INC.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
The Company recognizes revenue from native staking in accordance with ASC 606, Revenue from Contracts with Customers, by following the five steps. 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. 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). HYPE rewards are variable consideration, resolved at the conclusion of each block. The HYPE earned is noncash consideration and therefore measured at fair value at the inception of each contract.
Prior to December 2025, the Company did not have control over the validator and was therefore not considered the principal for the validation service. Consequently, staking rewards and commission income were recognized in revenue on a net basis, reflecting only the portion of protocol rewards and commission that the Company was entitled to receive. After gaining unilateral control of the validator on December 15, 2025, the Company became the principal for the validator service. From that point onward, rewards and commissions have been presented on a gross basis following this change.
Temporary HYPE Asset Use Services
The Company enters into arrangements with customers under which it provides the temporary use of its HYPE tokens in exchange for consideration. The Company’s obligation is to make the digital assets available for use over a defined period, which represents a single performance obligation that is satisfied over time as the counterparty simultaneously receives and consumes the benefits of use. In arrangements where control of the digital assets transfers to the customer, the Company records a receivable representing its right to receive the digital assets at the end of the contractual term. Consideration is primarily based on transaction volume, trading activity, or other usage-based metrics generated during the contract term. The Company recognizes revenue in the amount to which it has the right to invoice for services performed, consistent with the application of the right-to-invoice practical expedient.
Digital Assets Receivable and Credit Loss Allowance
The Company records a digital asset receivable when digital assets are transferred or deposited into a wallet controlled by a third party and the Company determines that it has lost control of the assets in accordance with the definition of control in ASC 606 (i.e., the Company no longer has the ability to direct the use of, and obtain substantially all of the remaining benefits from, the digital assets). In assessing whether control has transferred, the Company considers factors such as legal title, rights to transfer or pledge the assets, access to private keys, contractual restrictions, and the practical ability to direct the use of the digital assets. The Company evaluates the legal form and economic substance of each arrangement and documents the basis for its control conclusions.
If the economic substance of an arrangement is more akin to a financing or lending arrangement, the Company accounts for the arrangement in a manner consistent with crypto asset lending arrangements rather than as a sale or transfer of digital assets. In such cases, the digital asset receivable is initially and subsequently measured at the fair value of the underlying digital assets, with changes in fair value recognized in “Unrealized gains or losses — digital assets.”
The Company records an allowance for credit losses on digital asset receivables arising from arrangements in which control of the digital assets transfers to a third party, as described in Note 7 – Digital Assets – Revenue Recognition. The allowance for credit losses is measured in accordance with the current expected credit loss (“CECL”) model under ASC 326, Current Expected Credit Losses (“ASC 326”). In estimating expected credit losses, the Company considers counterparty-specific information, contractual terms, conditions in the digital asset market, conditions in the broader financial services market (including observed industry delinquency trends), corporate default rate forecasts published by third-party industry participants, and other relevant transaction-specific factors. Due to limited historical loss experience for digital asset receivables, the Company utilizes external data and applies a probability of default (“PD”) and loss given default (“LGD”) methodology.
As of December 31, 2025, the Company recorded an allowance for credit losses of $ 0.4 million related to the digital asset receivable based on the PD/LGD methodology.
F-13
Table of Contents
HYPERION DEFI, INC.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
Liquid Staking Income
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. Revenue from native staking is accounted for in accordance with ASC 606.
The Company engages in liquid staking arrangements by staking HYPE in exchange for LSTs, primarily kHYPE and HiHYPE. kHYPE serves as the standard retail liquid staking receipt token for HYPE, while HiHYPE is an institutional variant of kHYPE. HiHYPE is issued through Kinetiq’s gated iHYPE pool specifically for the Company, offering the same economic exposure as kHYPE. Both HiHYPE and kHYPE feature a floating redemption rate determined by the value of the underlying staked HYPE and associated rewards, penalties, and fees. These tokens—HiHYPE and kHYPE—are transferable, can be monetized, and may be utilized in other transactions, even while the original HYPE assets remain staked.
When HYPE is deposited into liquid staking pools, the Company recognizes any realized gains or losses on the HYPE in accordance with ASC 610-20, Operating (Income) Expense — Gains and Losses from the Derecognition of Nonfinancial Assets, since the Company relinquishes control over the HYPE deposited in the pool.
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:
December 31, 2025
Fair Value
Carrying Value
Level 1
Level 2
Level 3
HYPE digital assets
$
16,233,941
$
16,233,941
$
—
$
—
KNTQ digital assets
111,406
—
111,406
—
Total digital assets
$
16,345,347
$
16,233,941
$
111,406
$
—
HYPE digital assets are measured at fair value on a recurring basis using quoted prices in its principal market (Level 1 inputs). The Company routinely evaluates which market qualifies as its principal market by considering factors such as accessibility, trading volume, and transaction activity. Ultimately, the principal market is determined as the one most accessible to the Company with the highest volume and orderly transactions for HYPE. As of December 31, 2025, a regulated exchange market is utilized as the principal market for HYPE.
KNTQ digital assets are measured at fair value on a recurring basis using market-corroborated inputs (Level 2 inputs) including the observed transactions on decentralized exchanges within the Hyperliquid and HyperEVM ecosystems.
The carrying amounts of the Company’s financial instruments, such as cash and cash equivalents, digital assets receivable, and accounts payable approximate fair values due to the short-term nature or effective interest rates of these instruments.
F-14
Table of Contents
HYPERION DEFI, INC.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
Income Taxes
The Company is subject to Federal, New York State and City, and State of California income taxes and files tax returns in those jurisdictions.
The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included or excluded in the financial statements or tax returns. Deferred tax assets and liabilities are determined on the basis of the difference between the tax basis of assets and liabilities and their respective financial reporting amounts, or temporary differences, at enacted tax rates in effect for the years in which such temporary differences are expected to reverse.
The Company utilizes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.
The Company’s policy is to classify assessments, if any, for tax-related interest as interest expense and penalties as selling, general and administrative expenses in the statements of operations.
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.
Ophthalmic Technology Revenue
The Company’s revenues are also generated through product sales or research, development and commercialization agreements. The terms of such agreements may contain multiple promised goods and services, which may include (i) licenses to its intellectual property, and (ii) in certain cases, payment in connection with the manufacturing and delivery of clinical supply materials. Payments to the Company under these arrangements typically include one or more of the following: non-refundable, upfront license fees; milestone payments; payments for clinical product supply, and royalties on future product sales.
The Company analyzes its arrangements to assess whether such arrangements involve joint operating activities. For collaboration arrangements that are deemed to be within the scope of ASC Topic 808, “Collaborative Arrangements”, the Company allocates the contract consideration between such joint operating activities and elements that are reflective of a vendor-customer relationship and, therefore, within the scope of ASC 606, Revenue from Contracts with Customers. The Company’s policy is to recognize amounts allocated to joint operating activities as a reduction in research and development expense.
Under ASC 606, the Company recognizes revenue when its customers obtain control of promised goods or services, in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps:
● Step 1: Identify the contract with the customer;
● Step 2: Identify the performance obligations in the contract;
● Step 3: Determine the transaction price;
● Step 4: Allocate the transaction price to the performance obligations in the contract; and
● Step 5: Recognize revenue when the company satisfies a performance obligation.
During the years ended December 31, 2025 and 2024, the Company recognized revenue primarily from the following type of contract:
Product sales – Revenue is recognized at the point in time the customer obtains control of the goods and the Company satisfies its performance obligation, which is generally at the time it ships the product to the customer.
F-15
Table of Contents
HYPERION DEFI, INC.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
The Company must make significant judgments in its revenue recognition process, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each performance obligation. Milestone payments represent variable consideration that will be recognized when the performance obligation is achieved. Sales-based royalty payments derived from usage of intellectual property are recognized when those sales occur.
Arrangements that include rights to additional goods or services that are exercisable at a customer’s discretion are generally considered discretionary purchase options. The Company assesses if these options provide a material right to the customer and if so, they are considered performance obligations.
During 2020, the Company entered into a license agreement, or the Arctic Vision License Agreement, with Arctic Vision (Hong Kong) Limited, or Arctic Vision, and a license agreement, or the Bausch License Agreement, with Bausch Health Companies, Inc., or Bausch + Lomb. Each license has three revenue components:
1) an upfront license fee;
2) milestone payments and
3) royalty payments.
Arctic Vision License Agreement
On August 10, 2020, the Company entered into the Arctic Vision License Agreement pursuant to which Arctic Vision may develop and commercialize MicroPine for the treatment of progressive myopia and MicroLine for the treatment of presbyopia in Greater China (mainland China, Hong Kong, Macau and Taiwan) and South Korea. On September 14, 2021, the Company and Arctic Vision executed Amendment 1 to the Arctic Vision License Agreement pursuant to which Arctic Vision may develop and commercialize MicroStat for the treatment of mydriasis in Greater China and South Korea.
Milestone Payments
The Company may receive up to $ 37.7 million in milestone payments in connection with the Arctic Vision License Agreement, as amended, based on various development and regulatory milestones, including the initiation of clinical research and regulatory approvals in Greater China and South Korea, related to the filing of marketing authorization applications of approximately $ 13.2 million and the receipt of regulatory approvals of approximately $ 24.5 million. It is currently unknown when or if remaining milestones related to the performance obligations will be achieved.
Royalty Payments
Arctic Vision also will purchase its supply of MicroPine, MicroLine and MicroStat from the Company or, for such products not supplied by the Company, pay the Company a mid-single digit percentage royalty on net sales of such products, subject to certain adjustments. No royalty payments were earned through December 31, 2025. The Company will pay a percentage in the range from 30 % to 40 % of such payments, royalties, or net proceeds of such supply to Senju Pharmaceuticals Co.,Ltd. (“Senju”) pursuant to a License Agreement.
Bausch License Agreement
On October 9, 2020, the Company entered into the Bausch License Agreement, pursuant to which Bausch + Lomb was permitted to develop and commercialize the Bausch Licensed Product (as defined in the Bausch License Agreement) in the United States and Canada (the “Licensed Territory”). Bausch + Lomb could terminate the Bausch License Agreement, with respect to the Bausch Licensed Product to either country in the Licensed Territory, at any time for convenience upon 90 days ’ written notice.
On January 12, 2024, the Company and Bausch + Lomb entered into a mutual termination and reassignment agreement (the “Letter Agreement”), pursuant to which the Company reacquired the rights to the Bausch Licensed Product. The terms of the agreement include the immediate transfer of the rights and the subsequent transfer of certain assets relating to the Bausch Licensed Product from Bausch + Lomb to the Company in exchange for cash and common stock consideration. In addition, under the terms of the Letter Agreement, the Company agreed to pay Bausch + Lomb a low single-digit royalty on its net sales of the Bausch Licensed Product in the United States and Canada for a period of ten years from the date of the first commercial sale by the Company (or its affiliates or licensees) of the Bausch Licensed Product in the United States. Under the Letter Agreement, (i) the Company reacquired any and all licenses and other
F-16
Table of Contents
HYPERION DEFI, INC.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
rights granted by the Company to Bausch + Lomb under the original Bausch License Agreement, (ii) any and all licenses and other rights granted by Bausch + Lomb to the Company under the License Agreement are terminated, other than as set forth in the Letter Agreement, and (iii) other than as set forth in the Letter Agreement, Bausch + Lomb is released from all of their ongoing obligations under the License Agreement, including development and commercialization obligations.
Pursuant to the Letter Agreement, the Company paid Bausch + Lomb an upfront payment of $ 2.0 million in cash on January 22, 2024. The Company recorded this amount as an operating expense. In connection with the entry into the Letter Agreement, the Company also agreed to issue Bausch + Lomb $ 3.0 million in shares of the Company’s common stock, following the Regulatory Transfer Date (the “Transfer Date”). On April 11, 2024, the Transfer Date, the transfer of the rights and certain assets relating to the CHAPERONE trial from Bausch + Lomb to the Company, was completed. On May 3, 2024, the Company issued Bausch + Lomb 28,742 shares of the Company’s common stock (calculated pursuant to the Letter Agreement at $ 3.0 million using a thirty-day volume-weighted average price on April 11, 2024, but valued at $ 2.3 million on the May 3, 2024 settlement date, resulting in a $ 0.7 million change in fair value of the equity consideration payable), in satisfaction of its obligations pursuant to the Letter Agreement.
Pursuant to the Side Letter, the Company agreed to pay approximately $ 0.5 million to Bausch + Lomb related to the defective clinical supply. It was also agreed that the Company would receive approximately $ 0.25 million from Bausch + Lomb to fund the vendor hold back liability that will be due upon completion of the CHAPERONE study. In addition, the Company purchased $ 0.5 million of clinical supplies from Bausch + Lomb in April 2024.
Intangible Assets
Definite-lived intangible assets are stated at fair value as of the date acquired, less accumulated amortization. Amortization is calculated based on the estimated useful lives of the assets, using the straight-line method.
The Company periodically evaluates the remaining useful lives of its intangible assets to determine whether events or circumstances warrant a revision to the remaining periods of amortization. In the event that the estimate of an intangible asset’s remaining useful life has changed, the remaining carrying amount of the intangible asset is amortized prospectively over that revised remaining useful life. If it is determined that an intangible asset has an indefinite useful life, such as certain digital assets, that intangible asset would be subject to impairment testing annually or whenever events or circumstances indicate that its carrying value may not, based on future undiscounted cash flows or market factors, be recoverable.
Operating Leases
The Company leases its facilities under non-cancellable operating leases. The Company evaluates the nature of each lease at the inception of an arrangement to determine whether it is an operating or financing lease and recognizes the right-of-use asset and lease liabilities based on the present value of future minimum lease payments over the expected lease term. The lease liability is measured at the present value of the remaining lease payments, discounted at the Company’s incremental borrowing rate. The Company’s leases do not generally contain an implicit interest rate and therefore the Company uses the incremental borrowing rate it would expect to pay to borrow on a similar collateralized basis over a similar term in order to determine the present value of its lease payments. The right-of-use asset is measured at the amount of the lease liability adjusted for the remaining balance of any lease incentives received, any cumulative prepaid or accrued rent if the lease payments are uneven throughout the lease term, any unamortized initial direct costs, and any impairment of the right-of-use-asset. Operating lease expense consists of a single lease cost calculated so that the remaining cost of the lease is allocated over the remaining lease term on a straight-line basis, after consideration of any impairment of the right-of-use asset.
Research and Development
Research and development expenses are charged to operations as incurred. The Company records prepaid expenses on its balance sheet for the payment of research and development expenses in advance of services being provided.
The Company’s license agreements were determined to represent collaborative arrangements. Pursuant to these collaborative arrangements, the licensee is required to reimburse the Company for certain research and development expenses. Providing research and development activities in the context of a collaboration agreement is not an ordinary activity for the Company. Accordingly, the licensee is not a customer with respect to the reimbursements and such payments are not subject to ASC 606. The Company’s policy is
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Table of Contents
HYPERION DEFI, INC.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
to recognize the reimbursements as contra – research and development expense. The receivable for such payments, plus other license payments, is included in “prepaid expenses and other current assets” on the accompanying balance sheets.
Stock-Based Compensation
The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. The fair value of the award is measured on the grant date and recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Upon the exercise of an option, the Company issues new shares of common stock out of the shares reserved for issuance under its equity plans. See Note 13 – Stockholders’ Equity – Stock Options for additional information related to estimating the fair value of stock options.
Subsequent Events
The Company has evaluated subsequent events through the date which the financial statements were issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements, except as disclosed in Note 16 (“Subsequent Events”).
Recently Issued Accounting Standards
In November 2024, The FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220 – 04). This update requires an entity to disclose more detailed information regarding expenses for the entity. The amendments require that at each interim and the annual reporting period, the entity must disclose amounts related to purchases of inventory, employee compensation, depreciation, intangible asset amortization and depreciation, depletion, and amortization recognized as part of oil and gas- producing activities. Including the amounts, the entity is required to disclose and qualitative description of the amounts remaining in relevant expense captions, and to disclose the total amount of selling expenses and the definition of selling expenses. The amendments in this update should be applied prospectively to financial statements issued for the current period presented, and retrospectively to any prior periods presented in the financials. Although early adoption is permitted, the new guidance becomes effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Since this new ASU addresses only disclosures, the Company does not expect the adoption of this ASU to have any material effects on its financial condition, results of operations or cash flows.
Recently Adopted Accounting Standards
In November 2023, the FASB issued ASU 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” These amendments require a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. Public entities with a single reporting segment are required to provide both the new disclosures and all of the existing disclosures required under ASC 280. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted this ASU for the year ended December 31, 2024. Since this new ASU addresses only disclosures, the adoption of this ASU did not have a material effect on the Company’s financial condition, results of operations or cash flows.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-09 for the year ended December 31, 2025. While the adoption of this ASU did not have a material effect on the Company’s financial condition, results of operations or cash flows, there will be increased disclosures required in the Notes to the Financial Statements.
Reclassifications
Certain prior period balances have been reclassified in order to conform to the current period presentation. These reclassifications have no effect on previously reported results of operations or loss per share.
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Table of Contents
HYPERION DEFI, INC.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
Note 4 – Net 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 13 - 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 years ended December 31, 2025 and 2024. The following table presents the computation of basic and diluted net loss per common share:
For the Years Ended
December 31,
2025
2024
Numerator:
Net loss attributable to common stockholders
$
( 46,999,218 )
$
( 49,818,433 )
Denominator (weighted average quantities):
Common shares issued
4,907,637
830,569
Add: Undelivered vested restricted shares
92,694
2,428
Denominator for basic and diluted net loss per share
5,000,331
832,997
Basic and diluted net loss per common share
$
( 9.40 )
$
( 59.81 )
The following securities are excluded from the calculation of weighted average dilutive shares of common stock because their inclusion would have been anti-dilutive:
December 31,
2025
2024
Options
92,075
68,183
Warrants
33,820,785
1,166,017
Unvested RSU
1,545,000
4,611
Series A Convertible Preferred
16,307,691
—
Convertible debt
—
29,096
Total potentially dilutive shares
51,765,551
1,267,907
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Table of Contents
HYPERION DEFI, INC.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
Note 5 – Prepaid Expenses and Other Current Assets
As of December 31, 2025 and 2024, prepaid expenses and other current assets consisted of the following:
December 31,
2025
2024
Payroll tax receivable
$
262,085
$
288,705
Prepaid insurance expenses
135,856
148,117
Prepaid general and administrative expenses
137,422
61,610
Prepaid patent expenses
65,414
49,967
Other
201,565
97,337
Total prepaid expenses and other current assets
$
802,342
$
645,736
As of December 31, 2024, the Company wrote off $ 0.7 million of prepaid regulatory expenses, due to the uncertainty associated with the Company’s clobetasol propionate and Mydcombi products and its exploration of strategic alternatives.
Note 6 – Other Intangible Assets
On August 15, 2023, the Company entered into a license agreement (the “Formosa License”) with Formosa Pharmaceuticals Inc. (“Formosa”), whereby the Company acquired the exclusive U.S. rights to commercialize any product related to a novel formulation of clobetasol propionate ophthalmic suspension, 0.05 % (the “Formosa Licensed Product”), which was approved by the FDA for ophthalmic use for inflammation and pain after ocular surgery and supplemental disease indications, if any, associated with the New Drug Application for the Formosa Licensed Product. The Formosa License had a term of ten years from the date of the first commercial sale of a Formosa Licensed Product, unless earlier terminated. The Company paid Formosa the aggregate amount of $ 2.0 million (the “Upfront Payment”), consisting of (a) cash in the amount of $ 1.0 million and (b) 6,097 shares of common stock, which is included in intangible assets on the accompanying balance sheet. The Company also capitalized $ 122,945 of transaction costs, which were primarily legal expenses. In addition to the Upfront Payment, the Company must pay Formosa up to $ 4.0 million upon the achievement of certain development milestones and up to $ 80.0 million upon the achievement of certain sales milestones. The trigger for the initial $ 2.0 million development milestone payments was FDA approval of the Formosa Licensed Product and the effective date of the acceptance by the Company of the transfer and assignment of the FDA approval. This occurred on March 14, 2024. Based on the achievement of that milestone, the Company paid Formosa the aggregate amount of $ 2.0 million, consisting of (a) cash in the amount of $ 1.0 million on April 26, 2024 and (b) 7,668 shares of common stock on April 29, 2024 (calculated pursuant to the Formosa License using a five-day volume-weighted average price on March 14, 2024, but valued at $ 0.4 million on the April 29, 2024 settlement date, resulting in a $ 0.6 million change in fair value of the equity consideration payable), which was included in net impairment of intangible assets at December 31, 2024. The second $ 2.0 million development milestone (to be fully paid in cash) was earned upon FDA approval of the Formosa Licensed Product and payment was triggered on the earlier of twelve months after FDA approval or six months following the first commercial sale of the Formosa Licensed Product. Because the payment became probable and estimable, the Company recorded an additional $ 2.0 million increase in the intangible asset which was included in accrued expenses at December 31, 2024.
It was determined that the transaction represented an asset acquisition, rather than a business combination, because substantially all of the fair value of the assets acquired is concentrated in a single identifiable asset. Consequently, the accounting is pursuant to the cost accumulation model. The Upfront Payment has been capitalized as an intangible asset by the Company.
In October 2024, the Company had its first commercial sale of the Licensed Product, however, due to the uncertainty associated with its clobetasol propionate product, the Company impaired the full $ 6.1 million carrying value of the Formosa License at December 31, 2024.
On June 6, 2025, the Company and Formosa entered 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. The Company met the conditions to be released from the obligations in July 2025 and the liabilities were extinguished at that time. The resulting income is presented on the Statement of Operations in Gain on extinguishment of liabilities.
F-20
Table of Contents
HYPERION DEFI, INC.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
Note 7 – Digital Assets
Native Staking
As of December 31, 2025, the Company had native staked 939,074 HYPE to the KxH validator node (including 300,725 digital assets receivable). The Company received 23,937 HYPE valued at $ 787,171 from such staking activities for the year ended December 31, 2025. Net of staking rewards paid to third-parties from December 15, 2025 onward (which is when the Company became principal for the validator service), receipt and accrual of HYPE from native activities generated $ 554,099 in the year ended December 31, 2025.
Temporary HYPE Asset Use Service Agreements
For the year ended December 31, 2025, the Company recognized $ 11,564 revenue from temporary HYPE Asset Use Service agreements. These assets are included in HYPE digital assets.
Digital Assets Receivable
For the year ended December 31, 2025, the Company recognized $ 90,636 interest income in connection with its digital assets receivables. As of December 31, 2025, Digital Assets Receivable totaled $ 6,935,131 , which is net of $ 307,278 unamortized nonrefundable upfront fee and $ 405,331 provision for credit loss. The company had no Digital Assets Receivable balance as of December 31, 2024. There were no realized credit losses in the year ended December 31, 2025.
F-21
Table of Contents
HYPERION DEFI, INC.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
Digital Asset Reconciliation
The following table represents a reconciliation of the Company’s assets and (liabilities) related to its digital assets:
Digital
HYPE Digital
KNTQ Digital
Digital Asset
Intangible
Assets
Assets
Receivable
Assets
Total
Balance, December 31, 2024
$
—
$
—
$
—
$
—
$
—
Proceeds from sale of covered call option, net of repurchase proceeds
—
—
—
—
—
Purchases
71,819,039
—
—
135,000
71,954,039
Deposits of HYPE into liquid staking activities
( 58,753,773 )
—
—
58,753,773
—
Receipts of HYPE from liquid staking activities
15,866,574
—
—
( 15,866,574 )
—
Receipt and accrual of HYPE from native staking activities
554,099
—
—
—
554,099
Commission paid to co-validators
( 26,160 )
—
—
—
( 26,160 )
Purchase of digital asset receivable for HYPE
( 9,922,239 )
—
9,922,239
—
—
Unamortized nonrefundable upfront fee
—
—
( 307,278 )
—
( 307,278 )
Unrealized loss
( 6,581,870 )
( 174,044 )
( 2,274,499 )
—
( 9,030,413 )
Realized gain
3,278,271
285,450
—
4,758,124
8,321,845
Impairment
—
—
—
( 27,188,768 )
( 27,188,768 )
Provision for credit loss
—
—
( 405,331 )
—
( 405,331 )
Balance, December 31, 2025
$
16,233,941
$
111,406
$
6,935,131
$
20,591,555
$
43,872,033
(1) There were no realized credit losses in the year ended December 31, 2025.
Digital Assets
Units
Cost Basis
Fair Value
HYPE digital assets
638,352
$
22,808,555
$
16,233,941
KNTQ digital assets
1,918,479
285,450
111,406
Total
$
23,094,005
$
16,345,347
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 December 31, 2025:
Units
Cost
Carrying Value
HiHYPE
398,277
$
18,695,687
$
8,437,277
kHYPE
505,434
14,656,514
11,369,458
kmHYPE
28,888
884,473
649,820
Other digital assets
2
135,000
135,000
Total
932,601
$
34,371,674
$
20,591,555
The Company tracks the cost of its LSTs by lot. Impairment losses for the Company’s LSTs are recognized when a lot’s carrying value falls below its fair value. The fair value of LSTs are estimated based on the original HYPE deposited minus transaction costs. For the period ending December 31, 2025, the Company reported an impairment loss of $ 27.2 million on the statement of operations under impairment of digital intangible assets.
F-22
Table of Contents
HYPERION DEFI, INC.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
Airdrop
During the period, the Company received KNTQ digital assets through a network-initiated token distribution by Kinetiq. The Company did not provide goods or services in exchange for the tokens and did not enter into a contractual arrangement in connection with the distribution. The receipt of the tokens was accounted for as a non-reciprocal transaction within “Realized gain – digital assets”. The Company recognized operating income of $ 285,450 upon receipt of the tokens based on the tokens’ end‑of‑day fair value on the Hyperliquid decentralized exchange, which the Company considers to be its principal market.
Note 8 – Accrued Expenses and Other Current Liabilities
As of December 31, 2025 and 2024, accrued expenses and other current liabilities consisted of the following:
December 31,
2025
2024
Accrued dividend
$
792,616
$
—
Accrued rework of clinical supply returns
250,000
250,000
Accrued franchise tax
193,052
—
Accrued compensation expense
190,709
144,161
Accrued research and development expenses
176,948
302,880
Accrued professional services
157,770
111,750
Accrued foreign tax
100,000
295,711
Other accrued expenses
10,011
218,172
Total accrued expenses and other current liabilities
$
1,871,106
$
1,322,674
Note 9 –Notes Payable
As of December 31, 2025 and 2024, notes payable and convertible notes payable consisted of the following:
December 31, 2025
December 31, 2024
Notes Payable
Debt Discount
Net
Notes Payable
Debt Discount
Net
Avenue - Note payable
$
8,339,366
$
( 543,230 )
$
7,796,136
$
5,740,402
$
( 527,870 )
$
5,212,532
Avenue - Convertible note payable
—
—
—
5,000,000
( 263,930 )
4,736,070
$
8,339,366
$
( 543,230 )
$
7,796,136
$
10,740,402
$
( 791,800 )
$
9,948,602
On November 22, 2022, the Company entered into a Loan and Security Agreement (the “Avenue Loan Agreement”) with Avenue Venture Opportunities Fund, L.P., (“Avenue 1”), and Avenue Venture Opportunities Fund, L.P. II, (“Avenue 2”, and together with Avenue, the “Lender”), for an aggregate principal amount of up to $ 15,000,000 (the “Avenue Loan”). The initial tranche of the Avenue Loan was $ 10,000,000 , consisting of $ 4,000,000 from Avenue and $ 6,000,000 from Avenue 2. Up to $ 5,000,000 of the principal amount outstanding may be converted at the option of the Lender into shares of the Company’s common stock at a conversion price of $ 171.84 per share, subject to typical anti-dilution adjustments. The Avenue Loan bears interest at an annual rate equal to the greater of (a) 7.0 % and (b) the prime rate as reported in The Wall Street Journal plus 4.45 %. The Avenue Loan maturity date was November 1, 2025, but was extended to July 1, 2028 (see below for further discussion). The Company was able to and did request an additional $ 5,000,000 of gross funding between April 1, 2023 and July 31, 2023, subject to agreed-upon conditions (see below for further discussion). The Company must also make an incremental final payment equal to 4.25 % of the aggregate funding, amounting to a premium of $ 425,000 on the initial tranche. The Company was required to make monthly interest-only payments during the first twelve months of the Avenue Loan, which was increased to up to eighteen months upon the achievement of specified performance milestones. Following the interest-only period, the Company is required to make equal monthly payments of principal and interest until the maturity date, plus interest. The Company could opt to prepay the Avenue Loan, subject to certain prepayment fees depending on the prepayment date, however no such prepayments have occurred.
On May 22, 2023, pursuant to the Avenue Loan Agreement, the Company received an additional tranche of non-convertible debt funding in the amount of $ 5,000,000 . The Company paid approximately $ 126,000 of origination and legal fees in connection with this debt
F-23
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HYPERION DEFI, INC.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
funding. The additional funding is subject to the same interest and maturity date as the initial tranche. The additional funding triggered the extension of the interest-only payment period from the original 12 months to 18 months (through May 2024) for the entire outstanding balance due under the Avenue Loan Agreement (initial and additional tranches). Following the interest-only period, the Company was required to make equal monthly payments of principal until the maturity date, plus interest. The Company must also make a final payment equal to 4.25 % of the additional tranche, amounting to a premium of $ 212,500 on the additional tranche. The total final payment on the aggregate borrowing is $ 637,500 . As noted above, the Company could opt to prepay the Avenue Loan, subject to certain prepayment fees depending on the prepayment date, however no such prepayments have occurred.
In June 2024, the Company began making principal payments related to the Avenue Loan in the amount of $ 833,333 per month plus interest.
On November 22, 2024, the Company entered into an amendment of the Avenue Loan (the “First Amendment”), whereby the Lender agreed to defer principal and interest payments on the amounts outstanding until March 2025. In connection with the First Amendment, the Company issued an aggregate of 23,771 shares of its common stock to the Lender. The price per share was based on the Company’s five trading-day volume-weighted average price (VWAP) preceding the date of the First Amendment of approximately $ 8.42 per share. The shares had a fair value of approximately $ 200,000 on the issuance date, which value was accounted for as a component of debt discount.
On February 21, 2025, the Company entered into a Second Amendment (the “Second Amendment”) to Supplement the Avenue Loan Agreement whereby Avenue agreed to defer principal and interest payments on amounts outstanding until the end of September 2025. Deferred interest continued to accrue on the outstanding principal amount at the interest rate stated in the original Avenue Loan Agreement.
Under the Second Amendment, the Company agreed to use a portion of the proceeds from its at-the-market offering (see Note 13 – Stockholders’ Equity (Deficit), At-The-Market Offering) to pay down the outstanding principal amount under the Avenue Loan Agreement as follows: a) until the Company raised $ 3.0 million of aggregate proceeds, 65 % of the proceeds would be remitted to the Lenders as a payment in respect of the outstanding principal amount and any accrued interest, and b) after the Company raised $ 3.0 million of aggregate proceeds, 75 % of the proceeds would be remitted to the Lenders as a payment in respect of the outstanding principal amount and any accrued interest. In connection with the Second Amendment, the Company paid the Lenders $ 1.7 million in net proceeds, of which $ 1.4 million was applied to principal and $ 0.3 million was applied to interest, received from the at - the - market offering for the period from February 21, 2025 to June 17, 2025, which was equivalent to 65 % of the proceeds raised less a negotiated adjustment of $ 0.3 million. This requirement was eliminated in conjunction with the Fourth Amendment to Supplement to the Avenue Loan Agreement (the “Fourth Amendment”) executed on June 17, 2025 (see below for discussion of the Fourth Amendment).
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 year ended December 31, 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.
The Second Amendment of the Avenue Loan was accounted for as an extinguishment, due to the addition of the substantive conversion option. Accordingly, the $ 10.3 million modification date carrying value of the pre - modification Avenue Loan was derecognized and the $ 10.2 million modification date fair value of the post - modification Avenue Loan was recognized, resulting in the recording of a $ 0.1 million extinguishment gain. The post - modification Avenue Loan was valued using a Monte Carlo simulation model using the following key assumptions: (a) discount rate of 70.0 %; (b) volatility of 130.0 %; and (c) risk - free rate of 4.2 %.
F-24
Table of Contents
HYPERION DEFI, INC.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
On May 30, 2025, the Company entered into the Third Amendment to Supplement to the Avenue Loan Agreement (the “Third Amendment”). Pursuant to the Third Amendment, the conversion rights provided to the Lenders under the Second Amendment were revised to restrict the Lenders from exercising such conversion right if doing so would cause the Lenders and their affiliates to beneficially own more than 9.99 % of the Company’s outstanding shares of common stock immediately after the conversion. The Lenders had the ability to increase or decrease the beneficial ownership limitation up to a maximum of 19.99 % of the Company’s outstanding 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 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. The conversion feature was eliminated in conjunction with the Fourth Amendment executed on June 17, 2025.
On June 17, 2025, the Company entered into the Fourth Amendment which, among other things, extended the maturity date of the loans to July 1, 2028; provided for an interest - only period from July 1, 2025 until January 31, 2027; reduced the interest rate from 12.0 % to 8.0 % (payable half in cash and half in kind); eliminated the option to convert an aggregate amount of up to $ 10.0 million of the loans outstanding into shares of common stock; eliminated the final payment of $ 637,500 ; and provided the Company with the option to prepay the debt owed under the Avenue Loan Agreement.
In connection with the Fourth Amendment, the Company issued to the Lenders warrants (the “Lender Warrants”) to purchase an aggregate of 350,000 shares of common stock. The Lender Warrants are exercisable immediately and may be exercised for five years from the initial issuance date at an exercise price of $ 4.00 per share. The Lender Warrants, if still outstanding at the expiration date, will be automatically exercised on a cashless basis. The Company determined that the Lender Warrants should be equity classified and valued the Lender Warrants at $ 858,270 using the Black - Scholes option pricing model using the following inputs (common stock market price of $ 2.97 ; volatility of 124 %; dividend rate of 0.00 % and risk - free rate of 3.99 )%.
The Company determined that the Fourth Amendment should be accounted for as a troubled debt restructuring. Because the remaining undiscounted cash flows of the Avenue Loan exceed the June 17, 2025 carrying value, no gain was recognized and a new effective interest rate was established based on the new carrying value of the Avenue Loan and the amended cash flows. Finally, the $ 858,270 value of the Lender Warrants was capitalized as additional debt discount and will be amortized over the new term of the Avenue Loan, using the effective interest method.
The Avenue Loan requires the Company to make and maintain representations and warranties and other agreements that are customary in loan agreements of this type. The Avenue Loan is secured by all of the Company’s assets, including intellectual property. The Avenue Loan also contains customary events of default, including non-payment of principal or interest, violations of covenants, bankruptcy and material judgments. Upon the occurrence of an event of default, all interest and principal immediately become due and payable. In addition, Avenue will have the right to exercise any other right or remedy provided by applicable law.
During the years ended December 31, 2025 and 2024, the Company recorded interest expense relating to the Avenue Loan of $ 1,557,788 (which includes $ 655,997 of amortization of debt discount) and $ 2,468,863 (which includes $ 759,049 of amortization of debt discount), respectively. During the year ended December 31, 2025, interest expense in the amount of $ 379,998 was added to the principal balance outstanding.
BankDirect Capital Finance Loan
On February 24, 2024, the Company issued a note payable in the amount of $ 505,050 for the purchase of a directors and officers’ liability insurance policy (the “2024 D&O Loan”). The note accrued interest at a rate of 8.15 % per year and matured on October 24, 2024 . The 2024 D&O Loan was payable in eight monthly payments of $ 65,076 consisting of principal and interest. The note payable was repaid in full during the year ended December 31, 2024. Interest expense was $ 15,568 for the year ended December 31, 2024.
F-25
Table of Contents
HYPERION DEFI, INC.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
Note 10 – Income Taxes
The provision for income taxes consists of the following (expenses) benefits:
For The Years Ended
December 31,
2025
2024
Current tax (provision) benefit:
Federal
—
—
State and local
( 30,940 )
—
Deferred tax (provision) benefit:
Federal
9,092,800
12,749,587
State and local
( 12,148,400 )
9,773,203
( 3,086,540 )
22,522,790
Change in valuation allowance
3,055,600
( 22,522,790 )
Provision for income taxes
$
( 30,940 )
$
—
The effective income tax rate for the year ended December 31, 2025, differs from the statutory federal income tax rate as follows:
2025
US Federal statutory tax rate at 21 %
21.00
%
$
( 9,516,031 )
State and local taxes, net of federal income tax effect
0.07
%
( 31,318 )
Tax credits
( 1.37 )
%
621,947
Changes in valuation allowance
( 14.44 )
%
6,541,633
Nontaxable or nondeductible items
( 0.47 )
%
215,053
Other reconciling items related to net operating losses
( 5.14 )
%
2,331,301
Other reconciling items related to prior period deferreds
0.42
%
( 193,525 )
Effective income tax rate
0.07
%
$
( 30,940 )
As previously disclosed for the tax year ended December 31, 2024, prior to the adoption of ASU 2023-09, the effective income tax rate differs from the statutory federal income tax rate as follows:
2024
Federal statutory rate
( 21.00 )
%
State tax rate, net of federal benefit
( 13.20 )
%
Permanent differences
1.00
%
Research & development tax credits
( 0.80 )
%
Prior period adjustments and other
( 3.60 )
%
Rate and apportionment changes
( 7.60 )
%
Change in valuation allowance
45.20
%
Effective income tax rate
0.00
%
F-26
Table of Contents
HYPERION DEFI, INC.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
The amounts of cash taxes paid are as follows:
For The Years Ended
December 31,
2025
2024
Federal
$
—
$
—
State and Local
New York
—
24,625
New York City
( 9,665 )
9,690
All other states
1,525
1,807
$
( 8,140 )
$
36,122
Deferred tax assets consist of the following:
For The Years Ended
December 31,
2025
2024
Deferred tax assets:
Net operating loss carryforwards
$
35,004,024
$
35,921,285
Research and development tax credits
1,373,706
1,995,653
Capitalized research and development costs
3,616,980
8,177,548
Stock-based compensation
1,762,617
3,026,311
Intangible assets
1,271,620
3,322,919
Lease liability
154,455
441,895
Other impaired assets
489,027
—
Property and equipment
102,854
246,074
Unrealized gain/loss on digital assets
6,057,526
—
Current expected credit loss
87,121
—
Total gross deferred tax assets
49,919,930
53,131,685
Valuation allowance
( 49,830,516 )
( 52,886,116 )
Deferred tax assets, net of valuation allowance
89,414
245,569
Deferred tax liabilities
Property and equipment
—
—
Right of use asset
( 89,414 )
( 245,569 )
Deferred tax liabilities, net
$
—
$
—
Changes in valuation allowance
$
( 3,055,600 )
$
( 22,522,790 )
As of December 31, 2025, the Company had approximately $ 149.0 million of domestic federal net operating loss carryforwards (“NOLs”), that may be available to offset future federal taxable income. Approximately $ 3.2 million of those NOLs will expire during the years ranging from 2034 to 2037 . The remaining NOLs of approximately $ 145.8 million have no expiration dates. As a result of the ownership change on June 20, 2025, the Company’s NOLs are subject to an annual limitation of approximately $ 0.4 million per year. Additionally, as a result of the ownership change, approximately $ 7.5 million of NOLs are not expected to be realizable. As of December 31, 2025, the Company had approximately $ 62.3 million of state NOLs, which do not expire.
The Company recorded a valuation allowance of approximately $ 49.8 million and $ 52.9 million as of December 31, 2025 and 2024, respectively.
Valuation allowances are established when the Company has concluded that it is more likely than not that such deferred tax assets are not realizable. The Company’s ability to realize its remaining deferred tax assets as of December 31, 2025 is primarily dependent upon generating sufficient taxable income of the proper character in future years. Management has concluded that there is not sufficient positive evidence to support the expected realization of these deferred tax assets primarily due to the fact that unrealized investment on
F-27
Table of Contents
HYPERION DEFI, INC.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
digital assets and large net operating loss carryforwards as of December 31, 2025 is a source of future taxable benefits that will not be offset by future taxable income on minimal deferred tax liabilities. As part of the assessment of the amount of the valuation allowance, the Company considered that it has the ability and intent to execute tax planning strategies if necessary, including selling digital assets with a built-in-gain.
After consideration of all available evidence, the Company has concluded that, as of December 31, 2025, it is more likely than not that its deferred tax assets will not be realized. If the market value of digital assets changes in future periods, the Company will assess other sources of forecasted taxable income of proper character, which could result in the release of the valuation allowance.
Management has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company’s financial statements as of December 31, 2025 and 2024. The Company does not expect any significant changes in its unrecognized tax benefits within twelve months of the reporting date.
No tax audits were commenced or were in process during the years ended December 31, 2025 and 2024. No tax related interest or penalties were incurred during the years ended December 31, 2025 and 2024. The Company’s federal, state and local income tax returns beginning with the year ended December 31, 2022 remain subject to examination.
Note 11 – Commitments and Contingencies
Hype Asset Use Service Agreement
The Company entered its first HYPE Asset Use Service Agreement (a “HAUS Agreement”) on September 12, 2025 with Credo Cayman. The Company linked 100,000 of its owned and staked HYPE tokens to the trading wallet of Credo Cayman, allowing Credo Cayman to receive reduced trading fees on the Hyperliquid decentralized exchange, and entitling the Company to earn a portion of those fee savings as income, plus 100 % of staking rewards. These tokens are presented as “Digital assets” on the Balance Sheets and “HYPE digital assets” (see Note 7), with a fair value of $ 2,543,100 as of December 31, 2025. The HAUS agreement has an initial term of 26 weeks and is automatically renewable for successive 4 -week periods unless terminated with 14 days’ notice. The agreement with Credo Cayman was terminated in January 2026.
On October 28, 2025, the Company entered into a HAUS Agreement with Felix Foundation (“Felix”) to support the deployment of a perpetual futures market on the Hyperliquid protocol. Under the agreement, the Company allocated 500,000 HYPE tokens to a multi-signature wallet controlled jointly by Hyperion DeFi and Felix. These tokens are presented as “Digital assets” on the Balance Sheets and “HYPE digital assets” (see Note 7), with a fair value of $ 12,715,500 as of December 31, 2025. 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 agreement, the Company will receive a share of HIP-3 Market revenues based on trading volume tiers, plus 100 % of staking rewards. The agreement has an initial term of 52 weeks and is automatically renewable for successive 26 -week periods unless terminated with 30 days’ notice; in addition, the Company may terminate the agreement for any reason upon 90 days’ prior written notice.
On November 19, 2025, the Company entered into a Temporary Use Agreement with Native Markets, Inc., for 300,000 HYPE tokens. Under this agreement, 300,000 of the Company’s HYPE tokens are staked at a deployer address to meet certain requirements of the Hyperliquid blockchain which unlocks more favorable economics for the USDH stablecoin. In return, the Company receives a fee for the use of its tokens by Native Markets, Inc., and the Company is entitled to receive all staking rewards on the tokens. The Temporary Use Agreement contains a six ‑ month Initial Term, automatically renewing for successive six-month periods unless either party provides 90 days ’ notice of non ‑ renewal. Upon termination or expiration of the Temporary Use Agreement, Native Markets must immediately return all tokens to the Company. These tokens are presented as digital assets receivables on the Balance Sheets.
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”).
F-28
Table of Contents
HYPERION DEFI, INC.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
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. Hyperion is contractually required to keep 10,000 HYPE tokens at the validator, and these tokens are presented as “Digital assets” on the Balance Sheets and “HYPE digital assets” within Note 7 – Digital Assets, with a fair value of $ 254,310 as of December 31, 2025. 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.
Employment Agreements
As of December 31, 2025, the aggregate potential severance pay for the executive officers of the Company is approximately $ 489,000 .
Operating Leases
The Company leases office space in Laguna Hills, California; Reno, Nevada; and New York, New York. An additional lease for a location in Redwood City, California, expired in August 2025. The total security deposits for the existing leases amount to $ 182,200 and are presented in other assets on the balance sheet. On October 1,2025, the Company entered into a lease assignment agreement for the Reno, Nevada space with a third party. During the year ended December 31, 2024, due to uncertainty associated with the operations, the Company recorded a partial impairment of the Laguna Hills, Reno and New York right-of-use assets and a full impairment of the Redwood City right-of-use asset, in the total amount of $ 420,000 . The Company’s rent expense for all office space amounted to $ 392,652 and $ 737,271 for the years ended December 31, 2025 and 2024, respectively.
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HYPERION DEFI, INC.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
A summary of the Company’s right-of-use assets and liabilities is as follows:
For the Years Ended
December 31,
2025
2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used in operating activities
$
574,060
$
501,250
Right-of-use assets obtained in exchange for lease obligations
Operating leases
$
—
$
—
Weighted Average Remaining Lease Term (Years)
Operating leases
1.38
2.16
Weighted Average Discount Rate
Operating leases
10.0
%
10.0
%
Future minimum payments under the Company’s operating lease agreements are as follows:
For the Years Ending
Minimum
December 31,
Lease Payments
2026
$
560,996
2027
214,619
Total future minimum lease payments
775,615
Less: imputed interest
( 57,008 )
Present value of lease liabilities
718,607
Less: current portion
( 512,007 )
Lease liabilities, non-current portion
$
206,600
Litigations, Claims and Assessments
In the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. The Company records legal costs associated with loss contingencies as incurred and accrues for all probable and estimable settlements.
Note 12 – Related Party Transactions
Loan and Security Agreement
On June 17, 2025, Company entered into the Fourth Amendment (the “Fourth Amendment”) to the Supplement (as previously amended, the “Supplement”) to that certain Loan and Security Agreement, dated November 22, 2022 (the “Loan and Security Agreement”) with Avenue Capital Management II, L.P., as administrative agent and collateral agent, Avenue Venture Opportunities Fund, L.P., as a lender (“Avenue 1”) and Avenue Venture Opportunities Fund II, L.P., as a lender (together with Avenue 1, the “Lenders”).
As previously disclosed, the Loan and Security Agreement, as supplemented by the Supplement, provides for term loans in an aggregate principal amount of up to $ 15.0 million to be delivered in multiple tranches. The Fourth Amendment, among other things, extends the maturity date of the loans to July 1, 2028; provides for an interest-only period from July 1, 2025 until January 31, 2027; reduces the interest rate from 12.0 % to 8.0 %, payable half in cash and half in kind; eliminates the option of the Lenders to convert an aggregate amount of up to $ 10.0 million of the loans outstanding into shares of Common Stock; eliminates the final required payment of $ 637,500 ; and provides the Company with the option to prepay debt owed under the Loan and Security Agreement in part, subject to certain limitations. The maturity date of the loan is July 1, 2028. As of December 31, 2025, the aggregate principal amount outstanding under the Loan and Security Agreement was $ 8,339,366 , and the outstanding principal amount as of March 23, 2026 was $ 8,394,123 . During
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HYPERION DEFI, INC.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
the fiscal year ended December 31, 2025, the Company repaid an aggregate of $ 1,463,438 of the outstanding principal amount and paid $ 481,360 of accrued interest under the Loan and Security Agreement.
In connection with the Fourth Amendment, the Company issued to the Lenders warrants (the “Lender Warrants”) to purchase an aggregate of 350,000 shares of Common Stock at an exercise price of $ 4.00 per share. The issuance of the Lender Warrants was not registered under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act or under any state securities laws.
Armistice Capital Master Fund Ltd.
March 2022 Securities Purchase Agreement
On March 3, 2022, the Company entered into a securities purchase agreement, (the “Purchase Agreement”) with Armistice Capital Master Fund Ltd (“Armistice”), or the Purchaser, pursuant to which the Company issued (i) 37,500 shares of common stock, (ii) pre-funded warrants, to purchase an aggregate of 23,377 shares of common stock and (iii) warrants to purchase an aggregate of 60,877 shares of common stock, (together, the “the March 2022 Offering”). The aggregate gross proceeds to the Company from the March 2022 Offering were approximately $ 15 million.
August 2023 Offering
On August 24, 2023, the Company entered into a securities purchase agreement with Armistice, pursuant to which the Company agreed to sell, in a registered direct offering by the Company directly to the Purchaser (the “August 2023 Offering”), 52,483 shares of common stock, pre-funded warrants to purchase up to 28,162 shares of common stock and warrants to purchase up to 60,484 shares of common stock (the “Common Warrants” and, together with the Pre-Funded Warrants, the “Warrants”). The combined offering price for each share of common stock and accompanying Common Warrant was $ 148.80 , and the combined offering price for each Pre-Funded Warrant and accompanying Common Warrant was $ 148.00 . The net cash proceeds of the August 2023 Offering were approximately $ 10.9 million after deducting cash issuance costs in the aggregate amount of approximately $ 1.1 million.
September 2024 Offering
On September 30, 2024, the Company closed on a registered direct offering with Armistice, pursuant to which the Company sold to the purchaser 107,875 shares of common stock; pre-funded warrants to purchase up to 821 shares of common stock; and warrants to purchase up to 108,696 shares of common stock at an exercise price of $ 40.00 per share. See Note 13 – Stockholders’ Equity (Deficit) – Offerings.
November 2024 Offering
On November 24, 2024, the Company closed on a registered direct offering (the “November 2024 Offering”) with Armistice, pursuant to which the Company sold to the purchaser 112,500 shares of common stock; pre-funded warrants to purchase up to 38,522 shares of common stock; and warrants to purchase up to 302,045 shares of common stock at an exercise price of $ 8.608 per share. See Note 13 – Stockholders’ Equity (Deficit) – Offerings.
December 2024 Offering
On December 5, 2024, the Company closed on a registered direct offering (the “December 2024 Offering”) with Armistice, pursuant to which the Company sold to the purchaser 137,500 shares of common stock; pre-funded warrants to purchase up to 113,563 shares of common stock; and warrants to purchase up to 502,126 shares of common stock at an exercise price of $ 7.752 per share. See Note 13 – Stockholders’ Equity (Deficit) – Offerings.
January 2025 Offering
On January 16, 2025, the Company entered into an Inducement Offer (the “January Inducement Offer”) with Armistice, (the “January Investor”), by which the Company agreed to reduce the exercise price of 197,118 existing warrants (“the January Existing Warrants”) from $ 55.20 per share, to $ 5.272 per share. See Note 13 – Stockholders’ Equity (Deficit) – Offerings.
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HYPERION DEFI, INC.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
Advisory Agreement
In August 2022, the Company entered into an agreement with Dr. Ianchulev, a former director, pursuant to which Dr. Ianchulev agreed to provide medical expertise and consultation related to the Company’s research and development programs, and such other matters as reasonably requested by the Company for an initial period of one year . The terms allowed for the agreement to be extended by mutual agreement of the parties. In consideration for Dr. Ianchulev’s services, the Company agreed to provide Dr. Ianchulev with a $ 5,000 monthly retainer throughout the term of the agreement, in addition to the compensation payable to all non-employee members of the Board. The Agreement was terminated effective December 31, 2024.
Note 13 – Stockholders’ Equity (Deficit)
Authorized Capital
The Company is authorized to issue 600,000,000 shares of common stock, par value of $ 0.0001 per share, and 60,000,000 shares of preferred stock, par value of $ 0.0001 per share. The holders of the Company’s common stock are entitled to one vote per share. The Board of Directors is empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, redemption, voting or other rights.
On June 12, 2024, at the Annual Shareholders’ Meeting, the Company proposed and the shareholders approved an increase in the authorized number of shares of the Company’s common stock from 90,000,000 to 300,000,000 at the same par value of $ 0.0001 per share.
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 authorized number of shares of common stock, par value $ 0.0001 per share, 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.
Common Stock Issuances
Pursuant to the License and certain milestone achievements, the Company issued 7,668 shares of common stock valued at $ 0.4 million on April 29, 2024 to Formosa (see Note 6 – Intangible Assets).
On May 3, 2024, the Company issued Bausch + Lomb 28,742 shares of the Company’s common stock, valued at $ 2.3 million, in satisfaction of its obligations pursuant to the Letter Agreement (see Note 3 – Summary of Significant Accounting Policies - Bausch License Agreements).
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 issues shares as compensation for advisory services. During the year ended December 31, 2025, the Company issued 14,882 common shares to Merenti.
At-The-Market Program
December 2021 Sales Agreement
On December 14, 2021, the Company entered into a Sales Agreement, (the “December 2021 Sales Agreement”), with Leerink Partners LLC (“Leerink Partners”) (formerly SVB Securities) under which the Company may offer and sell, from time to time at its sole discretion, shares of common stock for gross proceeds of up to $ 50.0 million through Leerink Partners as its sales agent, or the 2021 Offering. The issuance and sale of shares, if any, of common stock by the Company under the December 2021 Sales Agreement will be pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-261638) filed with the SEC on December 14, 2021, or the Registration Statement, and the prospectus relating to the 2021 Offering filed therewith that forms a part of the Registration Statement.
Subject to the terms and conditions of the December 2021 Sales Agreement, Leerink Partners may sell the common stock by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) of the Securities Act of 1933, as amended.
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HYPERION DEFI, INC.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
Leerink Partners will use commercially reasonable efforts to sell the common stock from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company will pay Leerink Partners a commission equal to three percent ( 3.0 )% of the gross sales proceeds of any common stock sold through Leerink Partners under the December 2021 Sales Agreement and also has provided Leerink Partners with certain indemnification rights.
On December 30, 2024, the Company entered into an Amended and Restated Sales Agreement (the “A&R Sales Agreement”) with Chardan Capital Markets, LLC (“Chardan”) with respect to the Company’s existing at-the-market offering program. The A&R Sales Agreement amends and restates the December 2021 Sales Agreement by and between the Company and Leerink Partners to, among other things, replace Leerink Partners with Chardan as sales agent. The Company agreed to pay Chardan a commission equal to three percent (3.0)% of the gross sales proceeds of any common stock sold through Chardan under the December 2024 Sales Agreement and also provided Chardan with certain indemnification rights.
On September 24, 2025, the Company entered into an Amendment to the A&R Sales Agreement (the “Amended A&R Sales Agreement”), with respect to the Company’s existing at-the-market offering program. The Amended A&R Sales Agreement, among other things, increases the aggregate offering price under the A&R Sales Agreement from $ 50 million to $ 100 million.
On November 14, 2025, the Company entered into a new Sales Agreement with Cantor Fitzgerald & Co. and Chardan with respect to the Company’s at-the-market offering program. The new agreement increases the aggregate offering price from $ 100 million to $ 500 million and increases the total fees payable to the two sales agents from 3.0 % to 4.0 %.
During the years ended December 31, 2025 and 2024, the Company received approximately $ 39.4 million and $ 6.0 million in proceeds, net of offering costs of $ 1.3 million and $ 0.2 million from the sale of 5,607,759 and 70,381 shares of its common stock, respectively.
Offerings
2025 Offerings
January Offering
On January 16,2025, the Company entered into an Inducement Offer (the “January Inducement Offer”) with an Investor (the “January Investor”), by which the Company agreed to reduce the exercise price of 197,118 existing warrants (“the January Existing Warrants”) from $ 55.20 per share, to $ 5.272 per share. The January Inducement Offer had a limited exercise period, until January 17, 2025, to exercise the January Existing Warrants (the “Exercise Period”).
In connection with the January Inducement Offer, if the Investor exercised the January Existing Warrants within the Exercise Period, the Company agreed to issue 197,118 Series A Common Stock Purchase Warrants and 197,118 Series B Common Stock Purchase Warrants to purchase an additional 394,236 shares of common stock at an exercise price of $ 5.272 per share which may be exercised for five years from the initial exercise date. The warrants became exercisable upon receipt of stockholder approval on August 18, 2025, at the Annual Shareholders’ Meeting.
On January 17, 2025, the January Investor exercised the January Existing Warrants within the Exercise Period. The aggregate gross cash proceeds to the Company from the January Inducement Offer were approximately $ 1.0 million, and net cash proceeds after offering costs were approximately $ 0.9 million.
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Table of Contents
HYPERION DEFI, INC.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
2024 Offerings and Warrant Modification
A summary of the 2024 offerings is presented below:
Additional
Total
Common Stock
Paid-In
Stockholders’
Shares
Amount
Capital
Equity
April Offering
40,297
$
4
$
1,888,825
$
1,888,829
July Offering
94,697
10
4,299,391
4,299,401
August Offering
160,624
16
4,451,091
4,451,107
September Offering
107,875
11
3,597,659
3,597,670
November Offering
112,500
11
1,058,792
1,058,803
December Offering
137,500
14
1,715,498
1,715,512
653,493
$
66
$
17,011,256
$
17,011,322
April Offering
On April 8, 2024, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with a single fundamentals-based healthcare investor (the “Purchaser”), pursuant to which the Company agreed to sell, in a registered direct offering by the Company directly to the Purchaser (the “April 2024 Offering”), 40,297 shares of common stock. The price per share in the April 2024 Offering was $ 49.63 . The aggregate gross proceeds to the Company from the 2024 April Offering were $ 2.0 million, and net proceeds after offering costs were approximately $ 1.9 million.
July Offering and Warrant Amendment
On July 1, 2024, the Company closed on a registered direct offering (the “July 2024 Offering”) with certain institutional and accredited investors (the “July 2024 Investors”), pursuant to which the Company sold 94,697 shares of common stock and warrants to purchase up to 94,697 shares of common stock. The combined offering price for each share of common stock and accompanying warrant was $ 52.80 . The Company also agreed to issue warrants to purchase an additional 21,872 shares of common stock (the “July Additional Warrants”) to one of the July 2024 Investors. All of the new warrants become exercisable six months following their issuance, at an exercise price of $ 55.20 per share, and may be exercised until January 2, 2030.
In connection with the July 2024 Offering, the Company entered into warrant amendment agreements (the “Amendments”) with the holders of previously issued warrants (the “Prior Warrants”) to purchase up to an aggregate of 129,828 shares of common stock, whereby the Company agreed to amend the Prior Warrants to reduce the exercise price of the Prior Warrants from $ 178.40 and $ 197.60 per share of common stock to $ 55.20 per share of common stock, extend the term of the Prior Warrants until January 2, 2030 and prohibit exercise of the Prior Warrants for the six-month period following the effective date of the Amendments.
The aggregate gross proceeds to the Company from the July 2024 Offering were approximately $ 5.0 million, and net proceeds after cash offering costs were approximately $ 4.3 million. Offering costs include placement agent fees of $ 0.4 million and Company legal fees of $ 0.3 million. In addition, there were $ 2.9 million of non-cash issuance costs which represents the value of the July Additional Warrants, plus the modification date incremental value of the modified Prior Warrants as compared to the original Prior Warrants, as an issuance cost of the warrant exercise.
August Offering
On August 21, 2024, the Company agreed to sell 160,624 shares of common stock to certain institutional and accredited investors (the “August Investors”), in some cases pursuant to a securities purchase agreement (the “August 2024 Offering”). The price per share in the August 2024 Offering was $ 32.00 . The aggregate gross proceeds to the Company from the August 2024 Offering were approximately $ 5.1 million, and net proceeds after offering costs were approximately $ 4.5 million.
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HYPERION DEFI, INC.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
September Offering and Warrant Amendment
On September 30, 2024, the Company closed on a registered direct offering (the “September 2024 Offering”) with a certain purchaser, pursuant to which the Company sold to the purchaser 107,875 shares of common stock; pre-funded warrants to purchase up to 821 shares of common stock; and warrants to purchase up to 108,696 shares of common stock at an exercise price of $ 40.00 per share. The combined offering price for each share and accompanying warrant was $ 36.80 . The combined offering price for each pre-funded warrant and accompanying Warrant was $ 36.79 , which is equal to the purchase price per share in the September 2024 Offering, minus $ 0.008 , the exercise price per share of the pre-funded warrants. The warrants will be exercisable beginning six months following the date of issuance and may be exercised until March 31, 2030. The aggregate gross proceeds to the Company from the September 2024 Offering were approximately $ 4.0 million, and net proceeds after offering costs were approximately $ 3.6 million. On October 1, 2024, the holder of the 821 pre-funded warrants issued in the September Offering, exercised the pre-funded warrants at a price of $ 0.008 per share of common stock.
In connection with the December Offering, the Company entered into an amendment of the September Offering warrants to require stockholder approval to be exercisable and the termination date to be five years after stockholder approval.
On January 21, 2025, in connection with the December Offering, the stockholders approved the exercise of the September Offering warrants, the November Offering warrants and the December Offering warrants.
November Offering and Warrant Amendment
On November 24, 2024, the Company closed on a registered direct offering (the “November 2024 Offering”) with an institutional investor, pursuant to which the Company sold to the purchaser 112,500 shares of common stock; pre-funded warrants to purchase up to 38,522 shares of common stock; and warrants to purchase up to 302,045 shares of common stock at an exercise price of $ 8.608 per share. The combined offering price for each share and accompanying warrant was $ 8.608 The combined offering price for each pre-funded warrant and accompanying Warrant was $ 8.60 , which is equal to the purchase price per share in the November 2024 Offering, minus $ 0.008 , the exercise price per share of the pre-funded warrants. The warrants will be exercisable beginning six months following the date of issuance and may be exercised until November 24, 2029. The aggregate gross proceeds to the Company from the November 2024 Offering were approximately $ 1.3 million, and net proceeds after offering costs were approximately $ 1.1 million. On November 25, 2024, the holder of the 38,522 pre-funded warrants issued in the November Offering, exercised the pre-funded warrants at a price of $ 0.008 per share of common stock.
In connection with the December Offering, the Company entered into an amendment of the November Offering warrants to require stockholder approval to be exercisable and the termination date to be five years after stockholder approval.
On January 21, 2025, in connection with the December Offering, the stockholders approved the exercise of the September Offering warrants, the November Offering warrants and the December Offering warrants.
December Offering
On December 5, 2024, the Company closed on a registered direct offering (the “December 2024 Offering”) with an institutional investor, pursuant to which the Company sold to the purchaser 137,500 shares of common stock; pre-funded warrants to purchase up to 113,563 shares of common stock; and warrants to purchase up to 502,126 shares of common stock at an exercise price of $ 7.752 per share. The combined offering price for each share and accompanying warrant was $ 7.752 . The combined offering price for each pre-funded warrant and accompanying Warrant was $ 7.744 , which is equal to the purchase price per share in the December 2024 Offering, minus $ 0.008 , the exercise price per share of the pre-funded warrants. The warrants required stockholder approval to be exercisable and the termination date to be five years after stockholder approval. The aggregate gross proceeds to the Company from the December 2024 Offering were approximately $ 1.9 million, and net proceeds after offering costs were approximately $ 1.7 million. On December 11, 2024, the holder of the 113,563 pre-funded warrants issued in the December Offering, exercised the pre-funded warrants at a price of $ 0.008 per share of common stock.
On January 21, 2025, in connection with the December Offering, the stockholders approved the exercise of the September Offering warrants, the November Offering warrants and the December Offering warrants.
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HYPERION DEFI, INC.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
June 2025 Series A Preferred Stock Securities Purchase Agreement
On June 17, 2025, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with institutional accredited investors whereby the Company offered units consisting of a share of Series A Non-Voting Convertible Preferred Stock (“Series A Preferred Stock”) and a warrant to purchase six shares of common stock. On June 20, 2025, the closing date, the investors were issued an aggregate of 5,128,205 shares of Series A Preferred Stock at a price of $ 9.75 per share for aggregate consideration of $ 50,000,000 . Each share of Series A Preferred Stock is convertible into three shares of common stock. The Series A Preferred Stock has a par value of $ 0.0001 per share. Additionally, the investors were issued five-year warrants exercisable into an aggregate of 30,769,230 shares of common stock at an exercise price of $ 3.25 per share exercisable beginning on December 21, 2025.
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 (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; (c) it participates in declared and paid cash common stock dividends; (d) it is non-voting except for certain protective covenants; and (e) it has a liquidation preference of $ 50,795,000 as of December 31, 2025, equal to the original purchase price, plus any accrued and unpaid dividends.
The Company incurred cash issuance costs of $ 634,250 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 has determined that the Series A Preferred Stock, plus the investor and placement agent warrants, qualified to be equity classified.
Warrants
During the year ended December 31, 2025, the Company agreed to reduce the exercise price of existing warrants to purchase 197,118 shares of common stock from $ 55.20 per share to $ 5.272 per share. These warrants were immediately exercised for net proceeds to the Company of approximately $ 0.9 million. Cash issuance costs were $ 116,456 (see Offerings – 2025 Offerings – January Offering).
Modification accounting was only performed on the warrants that were actually exercised pursuant to the Inducement Offer as it represented a short-term inducement. The Company recognized the $ 1,194,102 modification date incremental value of the modified January Existing Warrants and July Additional Warrants issued as compared to the original January Existing Warrants, as an issuance cost of the warrant exercise.
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. The following inputs were utilized to value the warrants for the Inducement Offer:
Before Modification
After Modification
Risk free interest rate
4.42 %
4.42 %
Term
4.96 years
5.51 years
Volatility
110 %
107 %
Dividends
n/a
n/a
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HYPERION DEFI, INC.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
The issuance date or modification date fair value of stock warrants issued or modified during the years ended December 31, 2025 and 2024 was determined using the Black Scholes method, with the following assumptions used:
For the Years Ended
December 31,
2025
2024
Risk free interest rate
4.42 %
4.39 % - 5.22 %
Expected term
5.51 years
0.7 - 5.5 years
Expected volatility
107 %
86 % - 118 %
Expected dividends
n/a
n/a
A summary of the warrant activity during the year ended December 31, 2025 is presented below:
Weighted
Weighted
Average
Average
Remaining
Aggregate
Number of
Exercise
Life
Intrinsic
Warrants
Price
In Years
Value
Outstanding January 1, 2025
1,166,017
$
22.33
—
—
Issued
33,359,619
$
3.28
—
—
Repriced - (Old) (1)
( 197,118 )
$
55.20
—
—
Repriced - (New) (1)
197,118
$
5.27
—
—
Expired
( 5,605 )
$
207.39
—
—
Exercised
( 699,246 )
$
7.05
—
—
Outstanding December 31, 2025
33,820,785
$
3.54
4.5
$
10,110,769
Exercisable December 31, 2025
33,820,785
$
3.54
4.5
$
10,110,769
(1)
Repriced warrants represent the reset of the exercise price of certain warrants to purchase 197,118 shares of common stock to a price of $ 5.27 per share.
The following table presents information related to warrants as of December 31, 2025:
Warrants Outstanding
Warants Exercisable
Weighted
Outstanding
Average
Exercisable
Exercise
Number of
Remaining Life
Number of
Price
Warrants
In Years
Warrants
$ 3.2500
32,615,381
4.5
32,615,381
$ 4.0000
350,000
4.5
350,000
$ 5.2720
394,234
4.6
394,236
$ 8.6080
302,045
4.1
302,045
$ 197.5680
108,696
4.1
108,696
$ 217.9200
49,280
4.0
49,280
$ 380.8000
1,149
5.3
1,149
33,820,785
4.5
33,820,787
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HYPERION DEFI, INC.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
Stock-Based Compensation Expense
The Company records stock-based compensation expense related to common stock, stock options and restricted stock units, or RSUs. For the years ended December 31, 2025 and 2024, the Company recorded stock-based compensation expense allocated as follows:
For the Years Ended
December 31,
2025
2024
Research and development
$
389,245
$
623,049
Selling, general and administrative
5,982,767
1,081,224
$
6,372,012
$
1,704,273
Equity Incentive Plans
On April 7, 2020, the Company’s Board of Directors approved the Company’s Amended and Restated 2018 Omnibus Stock Incentive Plan (the “Restated Plan”), which stockholders approved on June 30, 2020. Under the Restated Plan, as amended on June 16, 2022 and June 27, 2023, 83,750 shares of the Company’s common stock are reserved for issuance. The Restated Plan requires that all equity awards issued under the Restated Plan vest at least twelve months from the applicable grant date, subject to accelerated vesting, and provides that no dividend or dividend equivalent will be paid on any unvested equity award, although dividends with respect to unvested portions of equity may accrue and be paid when, and if, the awards later vest and the shares are actually issued to the grantee. In addition, the Restated Plan sets an annual limit on the grant date fair value of awards to any non-employee director, together with any cash fees paid during the year, of $ 150,000 , subject to certain exceptions for a non-executive chair of the Board. As of December 31, 2024, the number of securities remaining available for future issuance under equity compensation plans was 14,227 . 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.
Restricted Stock Units
A summary of the restricted stock units activity during the year ended December 31, 2025 is presented below:
Weighted
Average
Number of
Grant Date
RSUs
Price
RSUs non-vested January 1, 2025
4,608
$
52.00
Granted
2,401,725
5.96
Vested
( 810,833 )
5.91
Forfeited
( 50,500 )
1.31
RSUs non-vested December 31, 2025
1,545,000
$
6.63
Vested RSUs undelivered December 31, 2025
284,551
$
5.49
RSUs have been granted to directors, employees and contractors in accordance with the Company’s Amended and Restated 2018 Omnibus Stock Incentive Plan (the “2018 Omnibus Plan”). Some RSUs are subject to delayed delivery of the shares underlying the vested RSUs until the termination of grantee service.
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Table of Contents
HYPERION DEFI, INC.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
During the year ended December 31, 2025, two executive officers entered into Employment Agreements with the Company. Per the Agreements, Hyunsu Jung received an immediately vested inducement grant and an additional market-based grant dated August 31, 2025. David Knox received an inducement grant vesting over 12 months from the grant date and an additional market-based grant 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
Award
Award
Risk free interest rate
4.80 %
4.60 %
Term
30 years
30 years
Volatility
108 %
106 %
Dividends
n/a
n/a
As of December 31, 2025, there was $ 8.5 million of unrecognized stock-based compensation expense related to RSUs which will be recognized over a weighted average period of 2.0 years.
Stock Options
A summary of the option activity during the year ended December 31, 2025 is presented below:
Weighted
Weighted
Average
Average
Remaining
Aggregate
Number of
Exercise
Life
Intrinsic
Options
Price
in Years
Value
Outstanding, January 1, 2025
68,183
$
231.06
—
—
Granted
60,000
11.28
—
—
Exercised
—
—
—
—
Forfeited/Expired
( 36,108 )
240.62
—
—
Outstanding, December 31, 2025
92,075
$
84.17
7.5
$
—
Exercisable, December 31, 2025
31,281
$
222.09
3.1
$
—
The following table presents information related to stock options as of December 31, 2025:
Options Outstanding
Options Exercisable
Weighted
Average
Exercise
Number of
Remaining Life
Number of
Price
Options
In Years
Options
$ 0.01 - $ 19.99
60,000
—
—
$ 20.00 - $ 59.99
4,743
8.4
4,655
$ 60.00 - $ 99.99
62
8.3
34
$ 100.00 +
27,270
2.3
26,592
92,075
3.1
31,281
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Table of Contents
HYPERION DEFI, INC.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
In applying the Black-Scholes option pricing model to stock options granted, the Company used the following approximate assumptions:
For the Years Ended
December 31,
2025
2024
Expected term (years)
5.85
5.50 - 10.00
Risk free interest rate
4.38 %
3.47 % - 4.72 %
Expected volatility
121 %
80 % - 87 %
Expected dividends
0.00 %
0.00 %
The Company has computed the fair value of stock options granted using the Black-Scholes option pricing model. Option forfeitures are accounted for at the time of occurrence. The expected term used for options issued is the estimated period of time that options granted are expected to be outstanding. The Company utilizes the “simplified” method to develop an estimate of the expected term of “plain vanilla” option grants. The Company uses its historical volatility for the period from its initial public offering through the valuation date in computing the expected volatility. Accordingly, the Company is utilizing an expected volatility figure based on a review of its historical volatility over a period of time equivalent to the expected life of the instrument being valued. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued. The Company has not declared dividends, is currently in the development stage and has no plan to declare future dividends at this time.
The weighted average estimated grant date fair value of the stock options granted for the years ended December 31, 2025 and 2024 was approximately $ 10 and $ 63 per share, respectively.
As of December 31, 2025, there was $ 617,219 of unrecognized stock-based compensation expense related to stock options which will be recognized over a weighted average period of 2.5 years.
Treasury Stock
On December 29, 2025, 82,324 shares were withheld from a delivery of RSUs to Hyunsu Jung to cover the Company’s tax obligations and are now treasury stock. The Company records repurchases of its own common stock at cost. Repurchased common stock is presented as a reduction of equity in the balance sheets. Gains resulting from differences between the cost of treasury stock and the re-issuance proceeds would be credited to additional paid-in capital. Losses resulting from differences between the cost of treasury stock and the re-issuance proceeds would be debited to additional paid-in capital.
Note 14 – Employee Benefit Plans
401(k) Plan
In April 2019, the Company adopted the Eyenovia 401(k) Plan, or the Plan, which went into effect in May 2019. All Company employees are able to participate in the Plan, subject to eligibility requirements as outlined in the Plan documents. Under the terms of the Plan, eligible employees are able to defer a percentage of their pay every pay period up to annual limitations set by Congress and the Internal Revenue Service under Section 401(k) of the Internal Revenue Code. The Company’s Board of Directors approved a matching contribution equal to 100 % of elective deferrals up to 4 % of eligible earnings with the matching contribution subject to certain vesting requirements as outlined in the Plan documents. For the year ended December 31, 2025, the Company recorded a reduction in expenses of $ 44,592 due to forfeitures from former employees. The Company recorded expense of $ 264,104 associated with its matching contributions for the year ended December 31, 2024.
Note 15 – Segment Reporting
The Company has two operating and reporting segments (ophthalmic technology and digital assets). The accounting policies of the segment 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.
F-40
Table of Contents
HYPERION DEFI, INC.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
The following table summarizes the activity of the Company’s segments for the years ended December 31, 2025 and 2024:
For the Years Ended December 31,
2025
2024
Ophthalmic
Digital
Corporate/
Ophthalmic
Digital
Corporate/
Technology
Assets
Other
Total
Technology
Assets
Other
Total
Revenue:
Revenue
$
14,720
$
798,735
$
—
$
813,455
$
57,336
$
—
$
—
$
57,336
Less:
Cost of revenue
( 48 )
( 303,242 )
—
( 303,290 )
( 3,927,228 )
—
—
( 3,927,228 )
Gross Income (Loss)
14,672
495,493
—
510,165
( 3,869,892 )
—
—
( 3,869,892 )
Less:
Research and Development:
Salaries and benefits
1,099,840
—
—
1,099,840
6,215,323
—
—
6,215,323
Direct clinical and non-clinical expenses
151,180
—
—
151,180
3,072,416
—
—
3,072,416
Facilities expenses
190,182
—
—
190,182
834,406
—
—
834,406
Non-cash stock based compensation expenses
389,245
—
—
389,245
623,049
—
—
623,049
Supplies and materials
25,130
—
—
25,130
2,195,608
—
—
2,195,608
Other Expenses (1)
42,165
—
—
42,165
409,457
—
—
409,457
Depreciation expense
12,688
—
—
12,688
1,112,463
—
—
1,112,463
Realized gain - digital assets
—
( 8,321,844 )
—
( 8,321,844 )
—
—
—
—
Unrealized gain/loss - digital assets
—
9,030,413
—
9,030,413
—
—
—
—
Impairment loss - digital assets
—
27,188,768
—
27,188,768
—
—
—
—
Impairment loss - other assets
—
—
—
—
11,207,897
—
—
11,207,897
Gain on covered call option
—
( 157,570 )
—
( 157,570 )
—
—
—
—
Provision for credit losses
—
405,331
—
405,331
—
—
—
—
Reacquisition of license rights
—
—
—
—
4,864,600
—
—
4,864,600
Segment loss
1,910,430
28,145,098
—
30,055,528
30,535,219
—
—
30,535,219
Reconciling Items
Selling, general and administrative expense (2)
—
—
17,175,698
17,175,698
14,333,114
—
—
14,333,114
Other (income) expense, net (3)
—
—
( 1,406,626 )
( 1,406,626 )
( 1,080,208 )
—
—
( 1,080,208 )
Net Income (Loss)
$
( 1,895,758 )
$
( 27,649,605 )
$
( 15,769,072 )
$
( 45,314,435 )
$
( 49,818,433 )
$
—
$
—
$
( 49,818,433 )
(1) Other research and development expenses include outsourced engineering and IT systems used for research and development.
(2) Selling, general and administrative expenses primarily include professional fees, general and administrative compensation expenses, general strategic consulting, Nasdaq/SEC fees, insurance and facilities expenses.
(3) Other (income) expense, net includes interest income, interest expense and gain on extinguishment of liabilities.
The following table summarizes the segment assets for the years ended December 31, 2025 and 2024:
December 31, 2025
December 31, 2024
Ophthalmic
Digital
Corporate/
Ophthalmic
Digital
Corporate/
Technology
Assets
Other
Total
Technology
Assets
Other
Total
Segment Assets
Cash
$
—
$
—
$
6,443,467
$
6,443,467
$
2,121,463
$
—
$
—
$
2,121,463
Digital assets
—
43,872,033
—
43,872,033
—
—
—
—
All other assets
132,652
—
1,316,104
1,448,756
1,546,296
—
—
1,546,296
Total Assets
$
132,652
$
43,872,033
$
7,759,571
$
51,764,256
$
3,667,759
$
—
$
—
$
3,667,759
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Table of Contents
HYPERION DEFI, INC.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
Note 16 – Subsequent Events
At-The-Market Offering
Subsequent to December 31, 2025, the Company received approximately $ 6.7 million in net proceeds from the sale of 1,852,325 shares of its common stock pursuant to its Sales Agreement with Cantor Fitzgerald & Co. in its “at-the-market” offering.
HYPE Digital Token Activity
Subsequent to December 31, 2025, the Company purchased approximately 47,395 HYPE digital tokens for a cost of approximately $ 1.5 million. There has been no liquid staking activity subsequent to December 31, 2025.
Series A Preferred Stock Dividend
On January 5, 2026, pursuant to Section 3.1 of the Company’s Certificate of Designation of Preferences, Rights and Limitations of Series A Non-Voting Convertible Preferred Stock, dated June 17, 2025, the Company paid its quarterly dividend payable to the Series A Preferred Stock in 244,518 shares of the Company’s common stock.
Amendment to the Company’s By-Laws regarding Quorum Threshold
On March 20, 2026, the Company’s Board of Directors, pursuant to Section 216 of the Delaware General Corporation Law, approved an amendment to the Company’s By-laws changing the quorum threshold for stockholder meetings from a simple majority to one-third (1/3) of the Company’s outstanding shares.
HYPE Asset Use Service Agreement with Silhouette AG
On March 18, 2026, the Company entered into a HYPE Asset Use Service Agreement with Silhouette AG. The Company agreed to link 100,000 of its owned and staked HYPE tokens to the trading wallet of Silhouette AG, allowing Silhouette AG to receive reduced trading fees on the Hyperliquid decentralized exchange, and entitling the Company to earn a portion of those fee savings as income, plus 100 % of staking rewards. The agreement has an initial term of 52 weeks and is automatically renewable for successive 52 -week periods unless either party provides notice of termination within 30 days prior to the end of the initial term; in addition, the Company may terminate the agreement for any reason upon 90 days ’ prior written notice.
F-42