What changed in this filing

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Item 1. Financial Statements

2026-05-15 compared with 2025-11-14 · 538 added, 496 removed, 274 unchanged (79% of the section changed)

2 unchanged sentences

Condensed Balance Sheets

September 30,

Current Assets

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Total Current Assets

HYPE - digital assets

Digital assets

Digital assets receivable, net

Digital intangible assets

Digital intangible assets receivable, net

Operating lease right-of-use asset

Liabilities and Stockholders’ Equity (Deficit)

Liabilities and Stockholders’ Equity

Current Liabilities:

Accounts payable

Accrued former licensor obligations

Accrued expenses and other current liabilities

Operating lease liabilities - current portion

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

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

Notes payable - current portion

Total Current Liabilities

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

Notes payable - non-current portion

Operating lease liabilities, non-current portion

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Commitments and contingencies (Note 9)

Stockholders’ Equity (Deficit):

Stockholders’ Equity

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 September 30, 2025 and December 31, 2024, respectively

Series A Non-Voting Convertible Preferred Stock, 5,435,898 shares designated;

5,235,897 and 5,435,897 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively with a liquidation preference of $ 50,768,000 as of March 31, 2026

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

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

11,428,482 shares issued and outstanding as of March 31, 2026;

8,762,329 shares issued and 8,680,005 shares outstanding as of December 31, 2025, respectively

Additional paid-in-capital

Treasury stock, at cost, 0 and 82,324 shares as of March 31, 2026 and December 31, 2025, respectively

Accumulated deficit

1 unchanged sentence

( 240,624,427 )

Total Stockholders’ Equity (Deficit)

( 13,095,952 )

Total Liabilities and Stockholders’ Equity (Deficit)

Total Stockholders’ Equity

Total Liabilities and Stockholders’ Equity

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

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For the Three Months Ended

For the Nine Months Ended

September 30,

Cost of revenue

Gross Profit (Loss)

Operating (Income) Expenses:

1 unchanged sentence

Selling, general and administrative

Realized gains - digital assets

( 6,942,713 )

Unrealized gains - digital assets

Realized gain - digital assets and digital assets receivable

( 3,623,764 )

Unrealized gain - digital assets

( 10,973,979 )

Unrealized gain – digital intangible assets receivable

Impairment loss - digital intangible assets

Reacquisition of license rights

Net gains (losses) on derivative instruments

Provision for credit losses

Net Operating (Income) Expenses

2 unchanged sentences

( 3,030,693 )

( 6,955,784 )

( 29,287,095 )

Other Income (Expense):

Other income (expense), net

Gain on extinguishment of liability

Change in fair value of equity consideration payable

Other income, net

Gain on extinguishment of liabilities

Interest expense

( 1,332,989 )

( 1,954,768 )

Interest income

2 unchanged sentences

( 3,483,533 )

( 5,548,870 )

( 29,863,653 )

Dividend to preferred stockholders

1 unchanged sentence

( 3,483,533 )

income allocated to preferred stockholders

( 4,789,742 )

Net Income (Loss) Available to Common Stockholders

( 3,483,533 )

Net Income (Loss) per Common Share

Weighted Average Number of Common Shares Outstanding:

Net Loss per Share - Basic

Net Loss per Share - Diluted

Shares Outstanding - Basic

Shares Outstanding - Diluted

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

1 unchanged sentence

Condensed Statements of Changes in Stockholders’ Equity (Deficit)

For the Three and Nine Months Ended September 30, 2025

For the Three Months Ended March 31, 2026

Preferred Stock

Treasury Stock

Stockholders’

Equity (Deficit)

Balance - January 1, 2026

( 240,624,427 )

( 13,095,952 )

Issuance of common stock in At the Market offering [1]

Induced exercise of stock warrants [2]

Reverse stock split settlement of fractional shares

Stock-based compensation

( 3,483,533 )

Balance - March 31, 2025

( 198,793,525 )

( 9,714,001 )

Issuance of preferred stock and warrants in private placement [3]

Issuance of common stock in At the Market offering [4]

Issuance of common stock from exercise of warrants

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

Issuance of common stock from the partial conversion of note payable

Warrants issued in consideration for debt modification

Stock-based compensation

( 8,690,919 )

Preferred stock dividend

Balance - June 30, 2025

( 207,484,444 )

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

Issuance of common stock from exercise of warrants [6]

Issuance of common stock for payment in kind of preferred stock dividend

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

Issuance of common stock from conversion of preferred stock

Retirement of treasury shares

Stock-based compensation:

Preferred stock dividend

Balance - September 30, 2025

Amortization of stock option awards

Amortization of restricted stock units

Issuance of common stock to vendors as consideration for service provided

Preferred stock dividend ($ 0.16 per preferred share outstanding)

Balance - March 31, 2026

( 231,783,877 )

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

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

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

See Note 10 - Stockholders’ Equity (Deficit).

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

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

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

[6] Partial exercise of the Armistice warrants.

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

HYPERION DEFI, INC.

Condensed Statements of Changes in Stockholders’ Equity (Deficit)

For the Three and Nine Months Ended September 30, 2024

For the Three Months Ended March 31, 2025

Preferred Stock

Treasury Stock

Stockholders’

Equity (Deficit)

Balance - January 1, 2025

( 195,309,992 )

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

Cashless exercise of stock options

Stock-based compensation

Issuance of common stock related to vested restricted stock units

( 13,095,952 )

( 10,922,101 )

Balance - March 31, 2024

( 156,413,660 )

Issuance of common stock in registered direct offering [8]

Issuance of common stock as consideration for licensing agreement [9]

Issuance of common stock as consideration for reacquisition of licensing agreement [10]

Issuance of common stock in At the Market offering [2]

Stock-based compensation

( 11,053,699 )

Balance - June 30, 2024

( 167,467,359 )

( 2,369,903 )

Issuance of common stock and warrants in offerings [12]

Warrant modification - incremental value [13]

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

Induced exercise of stock warrants [3]

Reverse stock split settlement of fractional shares

Warrant modification and additional warrants-incremental value [4]

Warrant modification and additional warrants-in issuance costs for inducement [5]

( 1,194,102 )

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

Stock-based compensation

1 unchanged sentence

( 3,483,533 )

Balance – September 30, 2024

Balance - March 31, 2025

( 198,793,525 )

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

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

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

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

( 9,714,001 )

[1] Includes gross proceeds of $ 6,981,098 less total issuance costs of $ 315,716 .

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

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

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

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

[4] Incremental value from the warrant inducement entered into on January 16, 2025.

[5] Non-cash warrant modification and additional warrants issuance costs related to the warrant inducement are shown as a separate line item for clarity.

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

1 unchanged sentence

Condensed Statements of Cash Flows

For the Nine Months Ended

September 30,

For the Three Months Ended

Cash Flows From Operating Activities

( 5,548,870 )

Net income (loss)

( 3,483,533 )

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

Adjustments to reconcile net income (loss) to net cash and cash equivalents used in operating activities:

Stock-based compensation

Change in fair value of equity consideration payable

( 1,240,800 )

Depreciation of property and equipment

Change in fair value of shares issued for accrued dividend

Amortization of debt discount

Write-off of property and equipment

Write-down of inventories to net realizable value

Reacquisition of license rights

Non-cash lease expense

Provision for credit losses

Gain on extinguishment of liabilities

( 2,334,711 )

Unrealized gain on HYPE digital assets

Realized gain - digital assets

( 3,623,764 )

Non-cash realized gain on HYPE digital assets

Unrealized gain - digital assets

( 10,973,979 )

Unrealized gain – digital intangible assets receivable

Net gains on derivative instruments

Impairment loss - digital intangible assets

HYPE staking income

Interest expense added to note principal

Non-cash revenue, net

Non-cash portion of other income

Non-cash interest income from digital assets receivable

Paid-in-kind interest expense

Changes in operating assets and liabilities:

Prepaid expenses and other current assets

License fee and expense reimbursement receivables

Deferred clinical supply costs

( 1,542,190 )

Security and equipment deposits

License fee and expense reimbursements receivables

Accounts payable

Accrued compensation

Accrued expenses and other current liabilities

Lease liabilities

Net Cash Used In Operating Activities

Net Cash and Cash Equivalents Used In Operating Activities

( 4,196,652 )

1 unchanged sentence

Cash Flows From Investing Activities

Purchase of property and equipment

Purchase of productive digital assets

Purchase of digital assets

( 1,472,835 )

Net Cash Used In Investing Activities

Net Cash and Cash Equivalents Used In Investing Activities

( 1,472,835 )

Cash Flows From Financing Activities

Proceeds from sale of common stock and warrants in direct offering

Payment of direct offering costs

( 1,902,987 )

Proceeds from sale of preferred stock and warrants in private placement

Payment of private placement issuance costs

Proceeds from sale of common stock in At the Market offering

Payment of issuance costs for At the Market offering

Proceeds from induced exercise of stock warrants

Proceeds from exercise of stock warrants

Payment of issuance costs for At the Market offering

Repayments of notes payable

Payment of issuance costs for debt modification

Payment of cash issuance costs for induced exercise of stock warrants

Reverse stock split settlement of fractional shares

Payment of issuance costs for debt modification

Repayments of notes payable

( 1,463,437 )

( 3,773,746 )

Payment of preferred dividend

Net Cash Provided By Financing Activities

Net Increase (Decrease) in Cash and Cash Equivalents

( 7,660,928 )

Net Cash and Cash Equivalents Provided By Financing Activities

Net Increase in Cash and Cash Equivalents

Cash and Cash Equivalents - Beginning of Period

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Condensed Statements of Cash Flows, continued

For the Nine Months Ended

September 30,

For the Three Months Ended

Supplemental Disclosure of Cash Flow Information:

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Supplemental Disclosure of Non-Cash Investing and Financing Activities

Deposits of HYPE into liquid staking activities

Purchase of insurance policy financed by note payable

Accrual for intangible asset milestone obligation

Dividend payable

Reclassification of deferred clinical supply costs to inventories

Modification date carrying value of extinguished Avenue Loan

Modification date fair value of modified Avenue Loan

Warrants issued for debt modification

Transfer of digital intangible assets into digital intangible assets receivable

Deposits of USDH into Hyperion Rysk Vault

Redemption of digital assets from Hyperion Rysk Vault

Warrant modification and additional warrants - incremental value

Conversion of Avenue Loan to common stock

Common stock issued in consideration for licensing agreement

Common stock issued in consideration for reacquisition of licensing agreement

Issuance of common stock related to vested restricted stock units

Prepaid insurance financed by note payable

Common stock issued for accrued dividends payable

Accrued dividend payable to preferred stockholders

Treasury shares retired

Deposits of digital assets into liquid staking activities

Liability for digital assets received from lender, prior to loan origination

Common stock issued upon conversion of preferred stock

Receipt of digital assets from liquid staking activities

Issuance of common stock upon vesting of restricted stock units

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

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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” or the “Company”) is the first U.S.

publicly listed company building on Hyperliquid.

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

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

HYPE is the native token of Hyperliquid, a decentralized Layer-1 blockchain designed for high-frequency, transparent trading.

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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 product.

Through April 2026, the Company was also conducting research and development activities related to its proprietary Optejet User Filled Device, designed to work with a variety of topical ophthalmic liquids, including artificial tears and lens rewetting products.

Management expects that substantially all assets and operations related to Optejet will be wound down during the second quarter of 2026.

Basis of Presentation

3 unchanged sentences

GAAP for complete financial statements.

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

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

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

1, filed with the SEC on April 30, 2025 (the “2024 Form 10-K Amendment”).

In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the condensed financial statements of the Company as of March 31, 2026 and for the three months ended March 31, 2026 and 2025.

The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the operating results for the full year ending December 31, 2026 or any other period.

These unaudited condensed financial statements should be read in conjunction with the audited financial statements and related disclosures of the Company as of December 31, 2025 and for the year then ended, which were included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (“SEC”) on March 30, 2026 (the “2025 Form 10-K”).

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”).

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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.

The Company’s primary source of liquidity has historically been cash generated from equity offerings and debt, along with recent additional income sources recently generated from the Company’s digital assets business strategies.

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

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

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

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

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

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

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

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

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

As of March 31, 2026, the Company had unrestricted cash and cash equivalents of approximately $ 7.4 million and working capital of $ 4.3 million.

For the three months ended March 31, 2026, the Company earned net income of approximately $ 8.8 million.

For the three months ended March 31, 2025, the Company incurred a net loss of approximately $ 3.5 million.

For the three months ended March 31, 2026 and 2025, the Company used cash in operating activities of approximately $ 4.2 million and $ 4.4 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.

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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.

On May 7, 2026, the Company closed a public offering of 2,777,778 common shares and received approximately $ 8.7 million in net proceeds.

On May 13, 2026, pursuant to the Company’s grant to Chardan Capital Markets, LLC (“Chardan”) of a 30-day option to purchase up to 416,666 additional shares under the previously announced Underwriting Agreement dated May 5, 2026 (the “Underwriting Agreement”), the Company issued, and Chardan purchased, 132,249 shares of the Company’s common stock, resulting in approximately $ 0.4 million in net proceeds to the Company.

The Company plans to continue to pursue additional capital through its at-the-market common stock 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.

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 cover operating expenses, 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 HAUS agreements, the Company’s management has the discretion and ability to sell its digital assets as needed to cover liquidity obligations.

As of March 31, 2026, the Company owns $ 25.4 million of 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, approximately $ 22.3 million of the Company’s HYPE digital assets are also deployed into HAUS agreements or the Joint Validator Operator’s Agreement (as defined below) with additional 90 -day contractual restrictions on transferability of the associated HYPE digital assets (See Note 9 - Commitments and Contingencies).

The Company also has approximately $ 14.1 million HYPE Liquid Staking Tokens (including HiHYPE, kHYPE, and kmHYPE, each referred to as a “HYPE LST”) 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

The Company disclosed its significant accounting policies in Note 3 – Summary of Significant Accounting Policies included in the 2025 Form 10-K.

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

There have been no material changes to the Company’s significant accounting policies during the three months ended March 31, 2026, except as disclosed below.

HYPERION DEFI, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

Use of Estimates

Preparation of financial statements in conformity with accounting principles generally accepted in the United States of America, (“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 condensed 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, the determination of fair value on digital assets, impairment assessments of digital intangible assets, fair value calculations for equity securities and derivative instruments linked to digital assets, establishment of valuation allowances for deferred tax assets, revenue recognition, the valuation of derivative instruments, reserves for credit losses, 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 as well as 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 March 31, 2026, 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 $ 4,049,314 .

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

Digital Assets

The Company’s digital assets and digital intangible assets primarily include HYPE (the Hyperliquid network’s native token), HYPE LSTs, KNTQ (the governance token of the Kinetiq liquid staking protocol), sKNTQ (a KNTQ liquid staking token, or “KNTQ LST”), HPL (the governance token of the HyperLend protocol), sHPL (a HPL liquid staking token, or “HPL LST”), and Hyperion Rysk Vault Shares (bearing the technical name “WHYPE-USDH-USDH-P-H-HL”).

HYPE, KNTQ, and HPL are accounted for in accordance with ASC 350-60, Intangibles—Goodwill and Other—Crypto Assets (“ASC 350-60”) and are presented as digital assets in the condensed balance sheets.

HYPE LSTs, KNTQ LSTs, and HPL LSTs are collectively referred to as the Company’s “LSTs”.

The Company’s LSTs and Hyperion Rysk Vault Shares are classified as intangible assets in accordance with ASC 350-30, Intangibles—Goodwill and Other—General Intangibles Other Than Goodwill (“ASC 350-30”) and are presented as digital intangible assets in the condensed balance sheets.

Since the Company’s LSTs and Hyperion Rysk Vault Shares represent a claim on their underlying tokens, they do not fall within under the scope of ASC 350-60.

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

Upon derecognition of digital assets into LSTs, the Company recognizes realized gains or losses in operating income (expense).

HYPERION DEFI, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

Digital Assets

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

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

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

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

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

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

The Company’s LSTs and Hyperion Rysk Vault Shares are digital intangible assets with indefinite lives;

they are not amortized but are subject to impairment.

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

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

The Company’s LSTs and Hyperion Rysk Vault Shares are recorded at acquisition cost, reflecting the fair value of underlying digital assets deposited in the liquid staking pool or smart contract enabled vault, as the case may be, and tracked by lot.

These assets are presented as digital intangible assets in the Condensed 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.

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

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

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

Such impairment charges are presented as “Impairment loss – digital intangible assets in operating income (expense)”.

Digital assets that are subject to contractual restrictions or are pledged as collateral and not available for general corporate purposes are classified as restricted digital assets and are presented separately on the accompanying condensed balance sheets.

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 (“ASC 606”), 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.

HYPE 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.

The Company recognizes revenue from native staking in accordance with ASC 606, 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.

Subsequent changes in fair value of HYPE earned are recognized within “Unrealized gain (loss) - digital assets” in the condensed statements of operations.

The Company participates in Hyperliquid blockchain validation activities through its arrangements with third-party validator operators, Kinetiq and Pier Two.

While the Company obtained unilateral control over the private keys beginning on December 15, 2025, the ongoing operation, maintenance, and performance of validator infrastructure, and the process of validation are conducted by the Company’s third-party validator operators.

Given the Company does not perform the primary validating activities, the Company’s performance obligation is limited to delegating and arranging for validation services.

Therefore, for the three months ended March 31,

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NOTES TO CONDENSED FINANCIAL STATEMENTS

2026, the Company has determined it acts as an agent under ASC 606.

Revenue is recognized on a net basis, representing the portion of blockchain rewards retained by the Company after amounts owed to third-party validator operators and third-party token delegators.

Temporary HAUS Agreements

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.

HyperLend Private Pool Participation Agreement and Revenue-Sharing Agreement

In the three months ended March 31, 2026, the Company received 10 million HPL tokens from HyperLend Inc.

(“HyperLend”) in accordance with two separate partnership agreements between the parties as detailed further below.

The Company’s HPL tokens are included within “Digital assets” on the condensed balance sheets.

Neither partnership agreement generated any Revenue for the Company in the three months ended March 31, 2026.

The Company first received 1 million HPL in connection with a Private Pool Participation Agreement with HyperLend.

Pursuant to this agreement, the Company anticipates becoming a borrower on the HyperLend platform in the future, and HyperLend’s role in the agreement is a vendor.

The Company accounts for these 1 million HPL tokens in accordance with ASC 705 – Cost of Sales and Service, given HyperLend’s role as a vendor.

These 1 million HPL tokens represent vendor consideration and therefore the value recognition is deferred to reduce future obligations of the Company owed to HyperLend.

No Company borrowing activity has occurred through the HyperLend private pools as of March 31, 2026.

The Company subsequently received 9 million HPL tokens on March 31, 2026 in connection with a Revenue-Sharing Agreement with HyperLend.

Pursuant to this agreement, the Company has a performance obligation to introduce borrowers to the HyperLend platform for the purposes of originating eligible loans, and HyperLend is the customer in the agreement.

The Company accounts for these 9 million HPL as a non-cash, nonrefundable upfront referral fees by HyperLend in accordance with ASC 606.

The fair value at contract inception of these 9 million tokens received will be recognized ratably by the Company over the Revenue-Sharing Agreement’s one-year initial term.

The Company also may earn additional referral fee revenue subsequent to March 31, 2026.

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 HYPE 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.

HiHYPE and kHYPE tokens are transferable, can be monetized, and may be utilized in other transactions, even while the original HYPE assets remain staked.

In November 2025, the Company received KNTQ digital assets through a network-initiated token distribution by Kinetiq.

The Company does not native stake its KNTQ digital assets, but the Company began liquid staking its KNTQ in exchange for sKNTQ during the three months ended March 31, 2026.

All of the Company’s KNTQ are liquid staked as of March 31, 2026.

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NOTES TO CONDENSED FINANCIAL STATEMENTS

In March 2026, the Company received 10 million HPL tokens from HyperLend in connection with a Private Pool Participation Agreement and Revenue-Sharing Agreement between HyperLend and the Company.

As of March 31,2026, 1 million of the Company’s HPL tokens are deposited into liquid staking activities in exchange for sHPL LSTs.

When HYPE, KNTQ, or HPL are deposited into liquid staking pools, the Company recognizes any realized gains or losses on the HYPE, KNTQ, or HPL, as applicable, 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 underlying digital assets deposited in the pool.

No staking rewards accrued on liquid staking tokens are recognized by the Company until the liquid staking tokens are redeemed for the underlying digital asset.

Digital Assets Receivable and Credit Loss Allowance

The Company records digital assets 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 assets 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” on the condensed statements of operations.

The Company records an allowance for credit losses on digital assets receivable arising from arrangements in which control of the digital assets transfers to a third party, as described in Note 6 – Digital Assets.

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 assets receivable, the Company utilizes external data and applies a probability of default (“PD”) and loss given default (“LGD”) methodology.

OTC HYPE Options

The Company operates an over-the-counter (“OTC”) options strategy on the price of HYPE to mitigate risk and enhance yield on its digital asset treasury.

In the three months ended March 31, 2026, the Company sold out of the money covered call option agreements on the price of HYPE, which call options were sold against and collateralized by HYPE owned by the Company (including HYPE LSTs), as well as out of the money put option agreements on the price of HYPE collateralized by the Company’s cash, cash equivalents, and USDH.

Premiums received at inception are initially recorded on the condensed balance sheets, and subsequently reflected in earnings consistent with the subsequent fair value changes of the related options.

The fair value of these written options is measured using standard option-pricing models incorporating observable market inputs, including HYPE spot prices, implied volatility, and time to expiration.

As such, the options are classified as Level 3 within the fair value hierarchy.

Changes in the fair value of the options are recognized on the condensed statements of operations within “Operating (income) expense, net”.

Outstanding derivative liabilities are presented on the condensed balance sheets within Accrued expenses and other current liabilities.

Hyperion Rysk Vault Shares

During the three months ended March 31, 2026, the Company launched in partnership with the Rysk protocol an Institutional Volatility Income Vault (“IVIV”).

The purpose of this vault is to facilitate the execution of HYPE options (puts and calls) via smart-contracts on-

HYPERION DEFI, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

chain, and the Company began executing on-chain put sales on the price of HYPE in the three months ended March 31, 2026.

In order to collateralize these HYPE options, the Company first creates a standalone collateralization liquidity pool of the Company’s assets denominated in USDH.

When the Company’s USDH is deposited into the IVIV, the Company relinquishes control of the USDH and receives in return Hyperion Rysk Vault Shares (such shares bearing the name “WHYPE-USDH-USDH-P-H-HL”), which represent a claim on the IVIV assets in a matter akin to liquid staking tokens.

In the three months ended March 31, 2026, all of the Company’s sold puts on the price of HYPE within the IVIV expired out-of-the-money, and there were no outstanding options transactions within the IVIV as of March 31, 2026.

However, the increase in the amount of underlying USDH within the IVIV is not recognized as income until the Hyperion Rysk Vault Shares are redeemed for USDH, akin to accrued staking rewards on liquid staking tokens.

Digital Intangible Assets Receivable and Credit Loss Allowance

In connection with the Company’s OTC HYPE covered call options strategy, the Company pledges or transfers HYPE or HYPE LSTs to institutional counterparties to collateralize the underlying transactions.

In the three months ending March 31, 2026, these transactions were governed by long-form confirmations and International Swaps and Derivatives agreements (together, “Derivative Agreements”).

Under the Derivative Agreements, the Company’s HYPE or HYPE LSTs are pledged as collateral and can be rehypothecated, re-pledged, or otherwise deployed by the derivative counterparties.

As of March 31, 2026, all of the Company’s outstanding OTC HYPE covered call options referencing 250,000 notional HYPE units were collateralized by 20,000 HiHYPE tokens and 230,000 kHYPE tokens, which are presented in aggregate as approximately $ 8.9 million “Digital intangible assets receivable, net” on the condensed balance sheets.

The Company records digital intangible assets receivable when digital intangible 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 intangible assets).

The Company evaluates the legal form and economic substance of each arrangement and documents the basis for its control conclusions.

The Company records an allowance for credit losses on digital intangible assets receivable arising from arrangements in which control of the digital assets transfers to a third party, as described in Note 6 – Digital Assets.

The allowance for credit losses is measured in accordance with the CECL model under ASC 326.

Due to limited historical loss experience for digital assets receivable, the Company utilizes external data and applies a PD and LGD methodology.

In the three months ended March 31, 2026, the Company’s transfer of digital intangible assets into digital intangible assets receivable is a derecognition event.

The digital intangible assets receivable are initially and subsequently measured at the fair value of the underlying HYPE digital assets, without accounting for accrued and unrealized staking rewards (which can only be realized upon future potential redemption of the LSTs back into HYPE), with changes in fair value recognized in “Unrealized gains or losses — digital assets” on the condensed statements of operations.

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.

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

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

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

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

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

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

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

inputs for fair value instruments;

includes assumptions and may require significant judgment and estimation by management

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

September 30, 2025

Carrying Value

Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

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NOTES TO CONDENSED FINANCIAL STATEMENTS

Level 2 - Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 - Inputs that are unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability.

The Company’s digital assets, digital assets receivable and digital intangible assets receivable are subject to fair value measurements on a recurring basis.

The level of inputs used for such measurements were as follows:

March 31, 2026

HYPE digital assets

HPL digital assets

Digital assets

Digital assets receivable, net

Digital intangible assets receivable, net

Outstanding derivative liability

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

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

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

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 March 31, 2026, a regulated exchange market is utilized as the principal market for HYPE.

HPL 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.

Digital assets receivable and digital intangible assets receivable 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 fair value of OTC HYPE options is measured using standard option-pricing models incorporating observable market inputs, including HYPE spot prices, implied volatility, and time to expiration.

As such, the options are classified as Level 3 within the fair value hierarchy.

The carrying amounts of the Company’s financial instruments, such as cash and cash equivalents and accounts payable approximate fair values due to the short-term nature or effective interest rates of these instruments.

The fair value of the Company’s digital intangible assets is estimated based on the original digital asset token deposited minus transaction costs.

Impairment losses for the Company’s digital intangible assets are recognized when carrying value falls below fair value.

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

HYPERION DEFI, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

Revenue Recognition

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

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

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

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

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

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

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

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

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 condensed 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.

corporate tax provisions, with many effective in 2026.

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

Recently Issued Accounting Standards

In November 2024, The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updated (“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.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270) - Narrow-Scope Improvements to improve the guidance in Topic 270, Interim Reporting, by improving the navigability of the required interim disclosures and clarifying when that guidance is applicable.

ASU 2025-11 is effective for interim periods within fiscal years beginning after December 15, 2027.

The Company is currently evaluating the impact of ASU 2025-11 on its condensed financial statements.

In April 2026, the FASB issued ASU 2026-01, Equity (Topic 505):

Initial Measurement of Paid-in-Kind Dividends on Equity-Classified Preferred Stock.

The amendments in this update require entities to initially measure paid-in-kind (“PIK”) dividends on equity-classified preferred stock using the PIK dividend rate stated in the preferred stock agreement, rather than at fair value.

The ASU is effective for annual periods beginning after December 15, 2026, including interim periods within those fiscal years, with early adoption permitted.

The Company is currently evaluating the impact of ASU 2026-01 on its condensed financial statements and related disclosures.

Reclassifications

4 unchanged sentences

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

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

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

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

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

The Company’s Series A Non-Voting Convertible Preferred Stock, $ 0.0001 par value per share (the “Series A Preferred Stock”) (see Note 11 - Stockholders’ Equity (Deficit) – Series A Preferred Stock 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

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NOTES TO CONDENSED FINANCIAL STATEMENTS

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) attributable to common stockholders 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) attributable to common stockholders by the weighted average number of common shares outstanding, plus the number of additional common shares that would have been outstanding if the potential common shares had been issued (computed using the more dilutive of the treasury stock or if converted method, as applicable, and the two-class method).

There were no dilutive securities outstanding during the three months ended March 31, 2025.

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

For the Three Months Ended

For the Nine Months Ended

September 30,

Net income (loss) attributable to participating securities

( 3,483,533 )

( 6,441,037 )

( 29,863,653 )

Net income attributable to preferred shareholders

Net income allocated to preferred shareholders

( 4,789,742 )

1 unchanged sentence

( 3,483,533 )

( 6,441,037 )

( 29,863,653 )

Denominator (weighted average quantities):

5 unchanged sentences

Assumed vesting of restricted stock units

Denominator for diluted net income (loss) per share

Net Income (Loss) Per Share

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

Weighted average common shares outstanding - diluted

Net Income (Loss) Per Common Share

The following securities are excluded from the calculation of weighted average diluted shares of common stock for the three months ended March 31, 2026 and 2025, because their inclusion would have been anti-dilutive:

For the Three Months Ended

For the Nine Months Ended

September 30,

Series A Convertible Preferred

Convertible debt

HYPERION DEFI, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

Note 5 – Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following:

September 30,

Prepaid insurance expenses

1 unchanged sentence

Prepaid general and administrative expenses

Other prepaid expenses

Prepaid patent expenses

Total prepaid expenses and other current assets

Note 6 – Digital Assets

Native Staking

As of March 31, 2026, the Company had native staked 992,826 HYPE to the KxH validator node (including 302,326 digital assets receivable).

In the three months ended March 31, 2026, the Company recognized $ 198,350 revenue from its staking activities which generated 6,427 HYPE tokens valued at $ 198,350 .

Temporary HYPE Asset Use Service Agreements

For the three months ended March 31, 2026, the Company recognized $ 45,921 revenue from temporary HAUS agreements in the form of cash, cash equivalents, and USDH stablecoin.

USDH stablecoin is presented within “Prepaid expenses and other current assets” in the condensed balance sheets.

HyperLend Private Pool Participation Agreement and Revenue-Sharing Agreement

During the three months ended March 31, 2026, the Company’s receipt of 1 million HPL tokens valued at $ 14,200 in connection with the Private Pool Participation Agreement is offset by a $ 14,200 liability which represents future expected payments to HyperLend and is included in accrued expenses and other current liabilities on the condensed balance sheets.

As of March 31, 2026, the fair value of the Company’s 9 million HPL tokens received in connection with the Revenue-Sharing Agreement is $ 135,963 , which is recorded as deferred revenue and will be recognized over the one-year expected customer benefit period.

The deferred revenue amount is included in accrued expenses and other current liabilities on the condensed balance sheets.

Digital Assets Receivable

For three months ended March 31, 2026, the Company recognized $ 198,957 interest income, presented within “Other income (expense)” in the condensed statements of operations, in connection with its digital assets receivable, which represents the amortization of a nonrefundable upfront fee received in connection with digital assets receivable.

In the three months ended March 31, 2026, the Company recorded a provision for credit losses of $ 181,443 related to the digital assets receivable.

As of March 31, 2026, digital assets receivable totaled $ 10.4 million, which is net of $ 108,321 unamortized nonrefundable upfront fee and $ 586,774 allowance for credit losses.

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 losses.

OTC HYPE Options

As of March 31, 2026, the Company’s outstanding OTC HYPE covered call contracts referenced 250,000 HYPE with strike prices ranging from $ 45.0 to $ 48.3 and maturities extending through April 30, 2026.

These contracts resulted in a derivative liability of approximately $ 0.2 million as of March 31, 2026.

HYPERION DEFI, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

Note 6 – Digital Assets

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

As of March 31, 2026, there were no outstanding OTC HYPE put options.

In the three months ended March 31, 2026, the Company’s Net gains on derivative instruments totaled $ 39,401 .

Hyperion Rysk Vault Shares

In the three months ended March 31, 2026, the Company deposited $ 1,765,075 USDH in exchange for 1,765,075 notional Hyperion Rysk Vault Shares, presented within digital intangible assets on the condensed balance sheets, initially valued at the Company’s basis of $ 1,765,075 (in USDH) with no realized gains or losses.

The Company also recognized a $ 353 impairment on Hyperion Rysk Vault Shares, as well as a $ 1,407 Realized gain in connection with redeeming 150,000 notional Hyperion Rysk Vault Shares (impaired to a value of $ 149,970 ) into $ 151,377 USDH.

Digital Intangible Assets Receivable

In the three months ended March 31, 2026, the Company recorded a provision for credit losses of $ 323,067 related to the digital intangible assets receivable.

As of March 31, 2026, digital intangible assets receivable totaled $ 8.9 million, which is net of $ 323,067 allowance for credit losses.

Digital Asset Reconciliation

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

Intangible Assets

Balance, December 31, 2025

Purchases of HYPE through June 30, 2025

Balance, June 30, 2025

Proceeds from sale of covered call option

Deposits of HYPE into liquid staking activities

Receipt of HPL pursuant to partnership agreement

HYPE Purchases

Deposits of USDH into Hyperion Rysk Vault

Redemption of WHYPE-USDH-USDH-P-H-HL from Hyperion Rysk Vault

Deposits of digital assets into liquid staking activities

Receipts of digital assets from liquid staking activities

Net HYPE received from native staking activities (1)

HYPE commission paid to co-validators

Exchange of digital intangible assets for digital intangible assets receivable

( 8,863,235 )

Receipt and accrual of HYPE from native staking activities

Unrealized gains

Realized gains

Non-cash interest income from digital assets receivable

Realized and unrealized gains (2)

Realized and unrealized losses (3)

( 1,231,668 )

Balance, September 30, 2025(2)

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

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

Provision for credit loss

Balance, March 31, 2026

Represents $ 244,271 of net Company revenues, less $ 45,921 of revenues receivable included in prepaid expenses and other current assets on the accompanying condensed balance sheets as of March 31, 2026, plus $ 35,919 of HYPE commissions presented separately in this table and $ 4,558 of unpaid costs included in accrued expenses and other current liabilities on the accompanying condensed balance sheets as of March 31, 2026.

Includes $ 3,699,401 and $ 11,342,688 of realized and unrealized gains, respectively.

Includes $ 75,637 and $ 1,458 of realized and unrealized losses, respectively, which are netted against the related gains on the accompanying statements of operations.

For the three months ended March 31, 2026, there were no realized credit losses in connection with the Digital assets receivable or Digital intangible assets receivable.

HYPERION DEFI, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

Digital Assets

The following table sets forth the units, cost basis and fair value of digital assets held, as shown on the condensed balance sheets as of March 31, 2026:

HYPE digital assets

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

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

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

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

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

HPL digital assets

Digital Intangible Assets

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

The following table sets forth the units, cost basis, and carrying amount of digital intangible assets held, as shown on the condensed balance sheets as of March 31, 2026:

Carrying Value

Other digital assets

The Company tracks the cost of HiHYPE by lot.

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

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

HYPERION DEFI, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

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

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

Native Staking

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

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

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

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

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

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

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

Liquid Staking

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

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

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

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

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

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

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

WHYPE-USDH-USDH-P-H-HL

Other digital intangible assets

The Company tracks the cost of its LSTs and digital intangible assets on a token by token basis.

Impairment losses for the Company’s LSTs are recognized when the carrying value falls below its fair value.

The fair value of LSTs are estimated based on the original digital asset token deposited minus transaction costs, without the inclusion of any accrued but unrealized staking rewards.

For the three months ended March 31, 2026, the Company reported an impairment loss of $ 1.2 million on the condensed statements of operations under “Impairment loss – digital intangible assets”.

Note 7 – Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:

September 30,

Accrued dividend

Accrued compensation expense

Accrued professional services

Accrued rework of clinical supply returns

Accrued licensee reimbursement

Accrued compensation expense

Outstanding derivative liability

Accrued franchise tax

Accrued foreign tax

Other accrued expenses

Accrued rework of clinical supply returns

Total accrued expenses and other current liabilities

Accrued Former Licensor Obligations

On August 15, 2023, the Company entered into a license agreement (the “License Agreement”) with Formosa Pharmaceuticals, Inc.

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

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

HYPERION DEFI, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

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.

Note 8 – Notes Payable and Convertible Notes Payable

Notes payable and convertible notes payable consisted of the following:

September 30, 2025

Note 8 – Notes Payable

As of March 31, 2026 and December 31, 2025, notes payable and convertible notes payable consisted of the following:

March 31, 2026

December 31, 2025

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Debt Discount

Current Portion:

FIRST Insurance Funding Loan

Avenue - Note payable

Avenue - Convertible note payable

First Quarter 2025 Amendment

On February 21, 2025, the Company entered into a Second Amendment (the “Second Amendment”) to Supplement to the Loan and Security Agreement (the “Avenue Loan Agreement”) with Avenue Venture Opportunities Fund, L.P., and Avenue Venture Opportunities Fund II, L.P., (together “Avenue” or the “Lenders”) whereby the Lenders 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 10 – Stockholders’ Equity, 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 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.

In connection with the Second Amendment, the Company paid Avenue $ 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.

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

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

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 (b) risk-free rate of 4.2 %.

Second Quarter 2025 Amendments

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

Total Current Portion

Non-Current Portion:

Avenue - Note payable

Total Non-Current Portion

Notes payable - total

On June 17, 2025, the Company entered into the Fourth Amendment of the Loan and Security Agreement with Avenue Venture Opportunities Fund, L.P., and Avenue Venture Opportunities Fund, L.P.

II (the “Avenue Loan”) 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;

and reduced the interest rate from 12.0 % to 8.0 % (payable half in cash and half in kind).

For the three months ended March 31, 2026, the effective interest rate was 8.16 %.

As of March 31, 2026, the Avenue Loan matures as follows:

For Years Ending

During the three months ended March 31, 2026 and 2025, the Company recorded interest expense related to the Avenue Loan of $ 222,804 (which includes $ 55,461 of amortization of debt discount) and $ 581,499 (which includes $ 277,972 of amortization of debt discount), respectively.

During the three months ended March 31, 2026, interest expense in the amount of $ 83,672 was added to the principal balance outstanding.

FIRST Insurance Funding Loan

On February 24, 2026, the Company issued a note payable in the amount of $ 598,055 for the purchase of a directors and officers’ liability insurance policy (the “2026 D&O Loan”).

The note accrues interest at a rate of 6.15 % per year and matures on December 24, 2026.

The 2026 D&O Loan is payable in ten monthly payments of $ 61,504 consisting of principal and interest.

Interest expense for the three months ended March 31, 2026 was $ 3,065 .

HYPERION DEFI, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

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 will be 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.

Note 9 – Commitments and Contingencies

Litigations, Claims and Assessments

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 10 – Stockholders’ Equity (Deficit)

Increase of 2018 Omnibus Stock Incentive Plan Shares

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

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

At-The-Market Offering

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

Temporary HAUS Agreements

The Company entered its first HAUS Agreement on September 12, 2025 with Credo Cayman, which was subsequently terminated in January 2026.

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.

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 condensed balance sheets and “HYPE digital assets” (see Note 6), with a fair value of approximately $ 18.3 million as of March 31, 2026.

These tokens are 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, which has been subsequently extended for an additional six-month term.

The agreement automatically renews 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 receivable on the condensed balance sheets.

On March 18, 2026, the Company entered into a HAUS Agreement with Silhouette AG (“Silhouette”).

The Company agreed to link 100,000 of its owned and staked HYPE tokens to the trading wallet of Silhouette, allowing Silhouette to receive reduced trading fees for traders using its platform, 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 Condensed Balance Sheets and “HYPE digital assets” (see Note 6), with a fair value of approximately $ 3.7 million as of March 31, 2026.

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.

HyperLend Revenue-Sharing Agreement

In connection with the Company’s Revenue-Sharing Agreement executed with HyperLend on March 31, 2026, the Company is contractually limited in its ability to sell its HPL tokens for two years .

Initially, the Company is required to stake its 10 million HPL tokens for one year ;

1 million of the Company’s HPL tokens have been deposited into liquid staking activities in exchange for sHPL as of March 31, 2026, and the Company’s remaining 9 million HPL tokens were subsequently deposited into liquid staking activities in exchange for sHPL on April 1, 2026.

After the one year staking requirement, sale restrictions on the HPL tokens received shall release linearly over a subsequent 12-month vesting period, with 1/12 becoming freely transferable on the first day of each calendar month.

If the Company does not abide by the staking and vesting requirements, the Company contractually must repay to HyperLend the unvested portion of the HPL tokens in-kind or in USDC equivalent, plus a penalty of 25 %.

OTC HYPE Options

As of March 31, 2026, the Company’s outstanding OTC HYPE covered call contracts referenced 250,000 HYPE with strike prices ranging from $ 45.0 and $ 48.3 and maturities extending through April 30, 2026.

These contracts are collateralized by 20,000 of the

HYPERION DEFI, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

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

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

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

Stock-Based Compensation Expense

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

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

For the Three Months Ended

For the Nine Months Ended

September 30,

Research and development

Selling, general and administrative

( 1,473,085 )

( 1,347,031 )

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

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

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

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

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

Stock Options

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

Outstanding, January 1, 2025

Outstanding, September 30, 2025

Exercisable, September 30, 2025

Company’s HiHYPE and 230,000 of the Company’s kHYPE, which have been transferred to institutional counterparties.

These 250,000 tokens are presented in aggregate as approximately $ 8.9 million in “Digital intangible assets receivable, net” on the condensed 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 KxH validator node on the Hyperliquid Layer-1 blockchain (“Hyperliquid”).

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

Hyperion is contractually required to keep 10,000 HYPE tokens at the validator, and these tokens are presented as “Digital assets” on the Condensed Balance Sheets and “HYPE digital assets” within Note 6 – Digital Assets, with a fair value of $ 366,200 as of March 31, 2026.

Kinetiq 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 is responsible for maintaining ISO/IEC 27001 and System and Organization Controls 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 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.

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.

HYPERION DEFI, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

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

Options Outstanding

Options Exercisable

Remaining Life

$ 0.01 - $ 79.99

$ 80.00 - $ 159.99

$ 160.00 - $ 239.99

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

For the Three Months Ended

For the Nine Months Ended

September 30,

Expected term (years)

Risk free interest rate

3.47 % - 3.80

3.47 % - 4.72

Expected volatility

Expected dividends

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

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

Restricted Stock Units

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

RSUs non-vested January 1, 2025

RSUs non-vested September 30, 2025

Vested RSUs undelivered September 30, 2025

Note 10 – Income Tax

The Company accounts for income taxes in interim periods using the estimated annual effective tax rate method.

Under this method, the Company estimates its annual effective tax rate for the full fiscal year and applies that rate to year-to-date pre-tax income or loss, and records discrete tax items in the period in which they occur.

The Company’s effective income tax rate for the three months ended March 31, 2026 and 2025 was 0.0 % in each period, compared with the U.S.

federal statutory rate of 21.0 %, primarily due to the full valuation allowance recorded against the Company’s deferred tax assets.

The Company continues to assess the realizability of its deferred tax assets at each reporting date.

Based on the weight of available evidence, management concluded that it is not more likely than not that the Company’s net deferred tax assets will be realized and, accordingly, the Company continues to maintain a full valuation allowance as of March 31, 2026.

During the three months ended March 31, 2026, the Company determined that certain pre-change net operating loss carryforwards are no longer available due to the continuity of business enterprise requirement under Section 382(c) of the Internal Revenue Code of 1986.

As a result, the Company reduced the related gross deferred tax assets during the quarter.

Because the Company continues to maintain a full valuation allowance against its deferred tax assets, this adjustment had no net impact on income tax expense for the period.

Changes in tax laws, rulings, regulations, and interpretations may materially affect the Company’s effective tax rate in future periods.

Note 11 – 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.

Common Stock Issuances

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 three months ended March 31, 2026, the Company issued 10,450 common shares to Merenti in connection with the Subscription Agreement.

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 (as amended, the “Certificate of Designation”), 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.

In the three months ended March 31, 2026, 200,000 shares of Series A Preferred Stock were converted into 600,000 of the Company’s common stock.

As of March 31, 2026, 5,235,897 Series A Preferred Stock remain outstanding.

At-The-Market Program

During the three months ended March 31, 2026 and 2025, the Company received approximately $ 6.7 million and $ 5.7 million in proceeds, respectively, net of offering costs of $ 0.3 million and $ 0.2 million, respectively from the sale of 1,859,993 and 1,127,100 shares of its common stock, respectively.

HYPERION DEFI, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

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

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

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

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

August 31, 2025

September 29, 2025

Risk free interest rate

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

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

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

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

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

June 2025 Series A Preferred Stock Securities Purchase Agreement

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.

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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.

On June 20, 2025, the Company filed the Certificate of Designation 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;

1 unchanged sentence

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

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

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

The Series A Preferred Stock has a liquidation preference of $ 50,768,000 as of March 31, 2026, 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.

HYPERION DEFI, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

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

These warrants were immediately exercised for net proceeds to the Company of approximately $ 0.9 million.

Cash issuance costs were $ 116,456 .

The Inducement Offer also required the Company to issue to the Investor Series A Common Stock Purchase Warrants and Series B Common Stock Purchase Warrants (together the “Additional Warrants”) to purchase an aggregate of 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 Additional Warrants become exercisable upon stockholder approval.

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 Existing Warrants and Additional Warrants issued as compared to the original 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

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

Outstanding January 1, 2025

Repriced - (Old)

Repriced - (New)

Outstanding September 30, 2025

Exercisable September 30, 2025

HYPERION DEFI, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

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

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

Stock-Based Compensation Expense

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

For the three months ended March 31, 2026 and 2025, the Company recorded stock-based compensation expense allocated as follows:

For the Three Months Ended

Research and development

Selling, general and administrative

During the three months ended March 31, 2026, there were no new issuances, exercises or expirations of warrants.

The following table presents information related to warrants as of March 31, 2026:

Warrants Outstanding

Warrants Exercisable

Warants Exercisable

Remaining Life

HYPERION DEFI, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

Restricted Stock Units

A summary of the restricted stock units activity during the three months ended March 31, 2026 is presented below:

RSUs non-vested January 1, 2026

RSUs non-vested March 31, 2026

Vested RSUs undelivered March 31, 2026

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.

As of March 31, 2026, there was $ 7.2 million of unrecognized stock-based compensation expense related to RSUs which will be recognized over a weighted average period of 2.0 years.

Treasury Stock

On December 29, 2025, 82,324 shares were withheld from a delivery of RSUs to the Company’s Chief Executive Officer to cover the Company’s tax obligations, reflected as treasury stock as of December 31, 2025.

The Company records repurchases of its own common stock at cost.

Repurchased common stock is presented as a reduction of equity in the condensed 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.

On March 20, 2026, the Company’s Board of Directors, pursuant to Section 243 of the Delaware General Corporation Law, approved a resolution whereby shares of the Company’s common stock that are withheld in the future upon vesting of the RSUs or exercise of options to satisfy tax withholding obligations or the exercise price of options, as the case may be, will automatically be retired and such shares will (1) resume the status of authorized but unissued shares of common stock and (2) again become available for issuance pursuant to inducement grants or the 2018 Omnibus Plan, as the case may be.

As a result of the retirement, the Company derecognized the treasury shares to additional paid in capital during the three months ended March 31, 2026.

Note 12 - Segment Reporting

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

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

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

The measure of segment assets is reported on the balance sheet as total assets.

The Company operates and manages its business through two operating and reportable segments:

Ophthalmic Technology and Digital Assets.

The Company’s chief operating decision maker (the “CODM”) is the Company’s Chief Executive Officer.

The CODM regularly reviews discrete financial information for each segment, including segment revenues, cost of revenues, significant segment expenses, and segment (income) loss, to make decisions about resources to be allocated to each segment and to assess each segment’s performance, as well as to make strategic operational decisions and manage the organization.

The measure of segment profit or loss used by the CODM is segment (income) loss, as presented in the tables below.

Selling, general and administrative expenses and other income (expense), net, are not allocated to the segments and are presented as reconciling items between total segment (income) loss and total net income (loss).

The measure of segment assets used by the CODM is total assets, disaggregated by segment as presented in the tables below.

The accounting policies of the segments are the same as those described in Note 3 – Summary of Significant Accounting Policies.

Management expects that substantially all assets and operations of the Ophthalmic Technology segment will be wound down during the second quarter of 2026, at which time the Company will reassess its operating segments under ASC 280.

HYPERION DEFI, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

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

For the Three Months Ended

September 30, 2025

September 30, 2024

The following tables summarize the activity of the Company’s segments for the three months ended March 31, 2026 and 2025:

For the Three Months Ended March 31,

Cost of revenue

Gross Profit (Loss)

Gross Income (Loss)

Research and Development:

6 unchanged sentences

Depreciation expense

Realized gains - digital assets

Realized gain - digital assets and digital assets receivable

( 3,623,764 )

Unrealized gains - digital assets

Unrealized gain - digital assets

( 10,973,979 )

Unrealized gain – digital intangible assets receivable

Impairment loss - digital intangible assets

Segment income (loss)

( 3,602,836 )

Reconciling Items

Selling, general and administrative expense (1)

Other (income) expense, net (2)

( 2,197,391 )

Net Income (Loss)

( 3,602,836 )

( 7,887,853 )

For the Nine Months Ended

September 30, 2025

September 30, 2024

Cost of revenue

Gross Profit (Loss)

Research and Development

Salaries and benefits

Direct clinical and non-clinical expenses

Facilities expenses

Non-cash stock based compensation expenses

Supplies and materials

Other expenses

Depreciation expense

Net gain (loss) on derivative instruments

Provision for credit losses

Reacquisition of license rights

Realized gains - digital assets

( 6,942,713 )

( 6,972,713 )

Unrealized gains - digital assets

( 6,440,804 )

Impairment loss - digital intangible assets

Segment (income) loss

1 unchanged sentence

( 13,225,723 )

( 18,161,980 )

Reconciling Items

1 unchanged sentence

Other (income) expense, net (3)

( 1,406,914 )

Net Income (Loss)

2 unchanged sentences

( 3,483,533 )

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

HYPERION DEFI, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(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 as of September 30, 2025 and December 31, 2024:

September 30, 2025

The following table summarizes the segment assets as of March 31, 2026 and December 31, 2025:

March 31, 2026

December 31, 2025

2 unchanged sentences

All other assets

HYPERION DEFI, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

Note 13 - Subsequent Events

At-The-Market Offering

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

Subsequent to March 31, 2026, the Company received approximately $ 1.9 million in net proceeds from the sale of 492,783 shares of its common stock pursuant to its Sales Agreement with Cantor Fitzgerald & Co.

and Chardan in its “at-the-market” offering.

HYPE Digital Token Activity

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

Hype Asset Use Service Agreement

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

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

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

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

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

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

Joint Validator Operators’ Agreement

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

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

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.

Subsequent to March 31, 2026, the Company purchased approximately 58,173 HYPE digital tokens for a cost of approximately $ 2.5 million.

The purchased HYPE has subsequently been native staked.

There has been no HYPE liquid staking activity subsequent to March 31, 2026.

Subsequent to March 31, 2026, 200,000 kHYPE has been returned to the Company in connection with the expiry of OTC HYPE options.

Series A Preferred Stock Dividend

On April 6, 2026, pursuant to Section 3.1 of the Company’s Certificate of Designation, the Company paid its quarterly dividend payable to holders of the Series A Preferred Stock in 236,318 shares of the Company’s common stock.

HPL Digital Token Activity

Subsequent to March 31, 2026, the Company deposited 9 million HPL tokens into liquid staking activities in exchange for 9 million sHPL tokens.

May 2026 Public Equity Issuance

On May 7, 2026, the Company closed a public offering of 2,777,778 common shares and received approximately $ 8.7 million in net proceeds.

On May 13, 2026, pursuant to the Company’s grant to Chardan of a 30-day option to purchase up to 416,666 additional shares under the previously announced Underwriting Agreement, the Company issued, and Chardan purchased, 132,249 shares of the Company’s common stock, resulting in approximately $ 0.4 million in net proceeds to the Company.

USDH Stablecoin Termination

On May 14, 2026, Native Markets announced plans to cease supporting the USDH stablecoin and encouraged all holders to convert into USDC stablecoin or cash.

Native Markets has granted Coinbase, Inc.

(“Coinbase”) the rights to USDH’s brand assets, and Coinbase announced its plan to become the official deployer of USDC as an aligned quote asset on Hyperliquid.

The Company intends to convert all its USDH into USDC stablecoin or cash in the near future.

Underlying USDH-referenced activity supported by the Company’s HAUS agreements and Hyperion Rysk Vault Shares will be modified to no longer have dependencies upon USDH in the near future.

As of March 31, 2026, the Company’s assets which reference USDH or have underlying activity fully or partially denominated in USDH include $ 55,656 USDH stablecoin, approximately $ 1.6 million Hyperion Rysk Vault Shares, approximately $ 10.4 million digital assets receivable, and approximately $ 22.0 million HYPE digital assets in connection with HAUS Agreements.

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

What changed 10-Q

Item 1. Financial Statements