HYPERION DEFI, INC. 10-Q

Item 1. Financial Statements. HYPERION DEFI, INC. Condensed Balance Sheets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ ​ ​ December 31, ​ 2026 2025 ​ (unaudited) ​ ​ ​ Assets ​ ​ ​ ​ ​ ​ ​ ​ ​ Current Assets ​ ​ ​ ​ Cash and cash equivalents ​ $ 7,380,922 ​ $ 6,443,467 Prepaid expenses and other current assets ​ ​ 1,423,025 ​ ​ 802,342 Total Current Assets ​ 8,803,947 ​ 7,245,809 ​ ​ ​ ​ ​ Digital assets ​ ​ 25,422,127 ​ ​ 16,345,347 Digital assets receivable, net ​ ​ 10,376,105 ​ ​ 6,935,131 Digital intangible assets ​ ​ 16,033,758 ​ ​ 20,591,555 Digital intangible assets receivable, net ​ ​ 8,907,419 ​ ​ — Operating lease right-of-use asset ​ ​ 340,407 ​ ​ 415,998 Other assets ​ 182,200 ​ 230,416 Total Assets ​ $ 70,065,963 ​ $ 51,764,256 ​ ​ ​ ​ ​ Liabilities and Stockholders’ Equity ​ ​ ​ ​ ​ ​ ​ ​ ​ Current Liabilities: ​ ​ ​ ​ Accounts payable ​ $ 428,266 ​ $ 317,900 Accrued expenses and other current liabilities ​ 2,070,181 ​ 1,871,106 Operating lease liabilities - current portion ​ ​ 465,245 ​ ​ 512,007 Notes payable - current portion ​ ​ 1,509,326 ​ ​ — Total Current Liabilities ​ ​ 4,473,018 ​ ​ 2,701,013 Notes payable - non-current portion ​ ​ 6,965,557 ​ ​ 7,796,136 Operating lease liabilities, non-current portion ​ ​ 132,424 ​ ​ 206,600 Total Liabilities ​ ​ 11,570,999 ​ ​ 10,703,749 ​ ​ ​ ​ ​ ​ ​ Commitments and contingencies (Note 9) ​ ​ ​ ​ ​ ​ ​ ​ ​ 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; 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 ​ 524 ​ 544 Common stock, $ 0.0001 par value, 600,000,000 shares authorized; 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 ​ 1,143 ​ ​ 876 Additional paid-in-capital ​ 290,277,174 ​ ​ 281,937,072 Treasury stock, at cost, 0 and 82,324 shares as of March 31, 2026 and December 31, 2025, respectively ​ ​ — ​ ​ ( 253,558 ) Accumulated deficit ​ ( 231,783,877 ) ​ ​ ( 240,624,427 ) Total Stockholders’ Equity ​ ​ 58,494,964 ​ ​ 41,060,507 Total Liabilities and Stockholders’ Equity ​ $ 70,065,963 ​ $ 51,764,256 ​ The accompanying notes are an integral part of these condensed financial statements. ​ 2 Table of Contents HYPERION DEFI, INC. Condensed Statements of Operations (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ March 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 Revenue ​ $ 244,271 ​ $ 14,720 Cost of revenue ​ ​ — ​ ​ ( 48 ) Gross Profit ​ ​ 244,271 ​ ​ 14,672 ​ ​ ​ ​ ​ ​ ​ Operating (Income) Expenses: ​ ​ ​ ​ Research and development ​ ​ 286,764 ​ ​ 673,043 Selling, general and administrative ​ 4,493,604 ​ 2,372,322 Realized gain - digital assets and digital assets receivable ​ ​ ( 3,623,764 ) ​ ​ — Unrealized gain - digital assets ​ ​ ( 10,973,979 ) ​ ​ — Unrealized gain – digital intangible assets receivable ​ ​ ( 367,251 ) ​ ​ — Impairment loss - digital intangible assets ​ ​ 1,231,668 ​ ​ — Net gains (losses) on derivative instruments ​ ​ ( 39,401 ) ​ ​ — Provision for credit losses ​ ​ 504,511 ​ ​ — Net Operating (Income) Expenses ​ ​ ( 8,487,848 ) ​ ​ 3,045,365 Income (Loss) From Operations ​ ​ 8,732,119 ​ ​ ( 3,030,693 ) ​ ​ ​ ​ ​ Other Income (Expense): ​ ​ ​ ​ ​ Other income, net ​ ​ 90,133 ​ ​ 3,687 Gain on extinguishment of liabilities ​ ​ — ​ ​ 89,623 Interest expense ​ ​ ( 225,869 ) ​ ( 581,499 ) Interest income ​ 244,167 ​ 35,349 Total Other Income (Expense), Net ​ 108,431 ​ ( 452,840 ) ​ ​ ​ ​ ​ ​ ​ Net Income (Loss) ​ ​ 8,840,550 ​ ​ ( 3,483,533 ) Dividend to preferred stockholders ​ ​ ( 815,297 ) ​ ​ — Net Income (Loss) Attributable to Participating Securities ​ ​ 8,025,253 ​ ​ ( 3,483,533 ) Less: income allocated to preferred stockholders ​ ​ ( 4,789,742 ) ​ ​ — Net Income (Loss) Available to Common Stockholders ​ $ 3,235,511 ​ $ ( 3,483,533 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Loss per Share - Basic ​ $ 0.30 ​ $ ( 1.59 ) Net Loss per Share - Diluted ​ $ 0.26 ​ $ ( 1.59 ) ​ ​ ​ ​ ​ ​ ​ Shares Outstanding - Basic ​ ​ 10,610,679 ​ ​ 2,188,938 Shares Outstanding - Diluted ​ 12,686,142 ​ 2,188,938 ​ The accompanying notes are an integral part of these condensed financial statements. ​ 3 Table of Contents HYPERION DEFI, INC. Condensed Statements of Changes in Stockholders’ Equity (Deficit) (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended March 31, 2026 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ Preferred Stock ​ Common Stock ​ Paid-In ​ Treasury Stock ​ Accumulated ​ Stockholders’ ​ ​ ​ ​ Shares ​ ​ ​ Amount ​ ​ ​ Shares ​ ​ ​ Amount ​ ​ ​ Capital ​ ​ ​ Shares ​ ​ ​ Amount ​ ​ ​ Deficit ​ ​ ​ Equity Balance - January 1, 2026 ​ 5,435,897 ​ $ 544 ​ 8,762,329 ​ $ 876 ​ $ 281,937,072 ​ 82,324 ​ $ ( 253,558 ) ​ $ ( 240,624,427 ) ​ $ 41,060,507 Issuance of common stock in At the Market offering [1] ​ — ​ — ​ 1,859,993 ​ ​ 186 ​ 6,665,196 ​ — ​ ​ — ​ — ​ 6,665,382 Issuance of common stock for payment in kind of preferred stock dividend ​ — ​ ​ — ​ 244,518 ​ ​ 25 ​ ​ 939,312 ​ — ​ ​ — ​ ​ — ​ ​ 939,337 Issuance of common stock from the delivery of vested restricted stock units ​ — ​ ​ — ​ 33,516 ​ ​ 3 ​ ​ ( 3 ) ​ — ​ ​ — ​ ​ — ​ ​ — Issuance of common stock from conversion of preferred stock ​ ( 200,000 ) ​ ​ ( 20 ) ​ 600,000 ​ ​ 60 ​ ​ ( 40 ) ​ — ​ ​ — ​ ​ — ​ ​ — Retirement of treasury shares ​ — ​ ​ — ​ ( 82,324 ) ​ ​ ( 8 ) ​ ​ ( 253,550 ) ​ ( 82,324 ) ​ ​ 253,558 ​ ​ — ​ ​ — Stock-based compensation: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amortization of stock option awards ​ — ​ ​ — ​ — ​ ​ — ​ ​ 80,880 ​ — ​ ​ — ​ ​ — ​ ​ 80,880 Amortization of restricted stock units ​ — ​ ​ — ​ — ​ ​ — ​ ​ 1,690,852 ​ — ​ ​ — ​ ​ — ​ ​ 1,690,852 Issuance of common stock to vendors as consideration for service provided ​ — ​ ​ — ​ 10,450 ​ ​ 1 ​ ​ 32,752 ​ — ​ ​ — ​ ​ — ​ ​ 32,753 Preferred stock dividend ($ 0.16 per preferred share outstanding) ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 815,297 ) ​ — ​ ​ — ​ ​ — ​ ​ ( 815,297 ) Net income ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ 8,840,550 ​ ​ 8,840,550 Balance - March 31, 2026 ​ 5,235,897 ​ $ 524 ​ 11,428,482 ​ $ 1,143 ​ $ 290,277,174 ​ — ​ $ — ​ $ ( 231,783,877 ) ​ $ 58,494,964 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended March 31, 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ Preferred Stock ​ Common Stock ​ Paid-In ​ Treasury Stock ​ Accumulated ​ Stockholders’ ​ ​ ​ ​ Shares ​ ​ ​ Amount ​ ​ ​ Shares ​ ​ ​ Amount ​ ​ ​ Capital ​ ​ ​ Shares ​ ​ ​ Amount ​ ​ ​ Deficit ​ ​ ​ Deficit Balance - January 1, 2025 ​ — ​ $ — ​ 1,506,369 ​ $ 151 ​ $ 182,213,889 ​ — ​ $ — ​ $ ( 195,309,992 ) ​ $ ( 13,095,952 ) Issuance of common stock in At the Market offering [2] ​ — ​ ​ — ​ 1,127,100 ​ 113 ​ 5,663,153 ​ — ​ ​ — ​ — ​ 5,663,266 Induced exercise of stock warrants [3] ​ — ​ ​ — ​ 197,118 ​ 19 ​ 922,731 ​ — ​ ​ — ​ — ​ 922,750 Reverse stock split settlement of fractional shares ​ — ​ ​ — ​ ( 41 ) ​ ​ — ​ ​ ( 160 ) ​ — ​ ​ — ​ ​ — ​ ​ ( 160 ) Warrant modification and additional warrants-incremental value [4] ​ — ​ ​ — ​ — ​ ​ — ​ ​ 1,194,102 ​ — ​ ​ — ​ ​ — ​ ​ 1,194,102 Warrant modification and additional warrants-in issuance costs for inducement [5] ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 1,194,102 ) ​ — ​ ​ — ​ ​ — ​ ​ ( 1,194,102 ) Stock-based compensation ​ — ​ ​ — ​ — ​ ​ — ​ ​ 279,628 ​ — ​ ​ — ​ ​ — ​ ​ 279,628 Net loss ​ — ​ ​ — ​ — ​ — ​ — ​ — ​ ​ — ​ ( 3,483,533 ) ​ ( 3,483,533 ) Balance - March 31, 2025 ​ — ​ $ — ​ 2,830,546 ​ $ 283 ​ $ 189,079,241 ​ — ​ $ — ​ $ ( 198,793,525 ) ​ $ ( 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 . [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. ​ 4 Table of Contents HYPERION DEFI, INC. Condensed Statements of Cash Flows (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ March 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 Cash Flows From Operating Activities ​ ​ ​ ​ Net income (loss) ​ $ 8,840,550 ​ $ ( 3,483,533 ) Adjustments to reconcile net income (loss) to net cash and cash equivalents used in operating activities: ​ ​ ​ ​ Stock-based compensation ​ ​ 1,804,485 ​ ​ 279,628 Change in fair value of shares issued for accrued dividend ​ ​ 146,719 ​ ​ — Amortization of debt discount ​ ​ 55,461 ​ ​ 277,972 Non-cash lease expense ​ ​ 75,591 ​ ​ 75,591 Provision for credit losses ​ 504,511 ​ — Gain on extinguishment of liabilities ​ ​ — ​ ​ ( 89,623 ) Realized gain - digital assets ​ ​ ( 3,623,764 ) ​ ​ — Unrealized gain - digital assets ​ ​ ( 10,973,979 ) ​ ​ — Unrealized gain – digital intangible assets receivable ​ ​ ( 367,251 ) ​ ​ ​ Net gains on derivative instruments ​ ​ ( 39,401 ) ​ ​ — Impairment loss - digital intangible assets ​ ​ 1,231,668 ​ ​ — Non-cash revenue, net ​ ​ ( 244,271 ) ​ ​ — Non-cash portion of other income ​ ​ ( 6,041 ) ​ ​ — Non-cash interest income from digital assets receivable ​ ​ ( 198,957 ) ​ ​ — Paid-in-kind interest expense ​ 83,672 ​ 198,829 Changes in operating assets and liabilities: ​ ​ ​ ​ ​ ​ Prepaid expenses and other current assets ​ ( 1,542,190 ) ​ ( 577,321 ) License fee and expense reimbursements receivables ​ ​ — ​ ​ ( 960 ) Accounts payable ​ ​ 110,366 ​ ​ ( 999,807 ) Accrued expenses and other current liabilities ​ ​ 67,117 ​ ​ 28,814 Lease liabilities ​ ​ ( 120,938 ) ​ ​ ( 152,436 ) Net Cash and Cash Equivalents Used In Operating Activities ​ ( 4,196,652 ) ​ ​ ( 4,442,846 ) ​ ​ ​ ​ ​ ​ Cash Flows From Investing Activities ​ ​ ​ ​ ​ ​ Purchase of digital assets ​ ​ ( 1,472,835 ) ​ ​ — Net Cash and Cash Equivalents Used In Investing Activities ​ ​ ( 1,472,835 ) ​ ​ — ​ ​ ​ ​ ​ ​ ​ Cash Flows From Financing Activities ​ ​ ​ ​ Proceeds from sale of common stock in At the Market offering ​ ​ 6,981,098 ​ ​ 5,851,007 Proceeds from induced exercise of stock warrants ​ ​ — ​ ​ 1,039,206 Payment of issuance costs for At the Market offering ​ ​ ( 315,716 ) ​ ​ ( 187,741 ) Repayments of notes payable ​ ​ ( 58,440 ) ​ ​ ( 152,279 ) Payment of issuance costs for debt modification ​ ​ — ​ ​ ( 177,228 ) Payment of cash issuance costs for induced exercise of stock warrants ​ ​ — ​ ​ ( 116,456 ) Reverse stock split settlement of fractional shares ​ ​ — ​ ​ ( 160 ) Net Cash and Cash Equivalents Provided By Financing Activities ​ 6,606,942 ​ 6,256,349 Net Increase in Cash and Cash Equivalents ​ 937,455 ​ 1,813,503 Cash and Cash Equivalents - Beginning of Period ​ ​ 6,443,467 ​ 2,121,463 Cash and Cash Equivalents - End of Period ​ $ 7,380,922 ​ $ 3,934,966 ​ The accompanying notes are an integral part of these condensed financial statements. ​ 5 Table of Contents HYPERION DEFI, INC. Condensed Statements of Cash Flows, continued (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ March 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 Supplemental Disclosure of Cash Flow Information: ​ ​ ​ ​ ​ ​ Cash paid during the period for: ​ ​ ​ ​ ​ ​ Interest ​ $ 86,737 ​ $ — Taxes ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ Supplemental Disclosure of Non-Cash Investing and Financing Activities ​ ​ ​ ​ ​ ​ Modification date carrying value of extinguished Avenue Loan ​ $ — ​ $ 10,262,280 Modification date fair value of modified Avenue Loan ​ $ — ​ $ 10,172,657 Transfer of digital intangible assets into digital intangible assets receivable ​ $ 8,863,235 ​ $ — Deposits of USDH into Hyperion Rysk Vault ​ $ 1,765,075 ​ $ — Redemption of digital assets from Hyperion Rysk Vault ​ $ 151,377 ​ $ — Warrant modification and additional warrants - incremental value ​ $ — ​ $ 1,194,102 Prepaid insurance financed by note payable ​ $ 598,055 ​ $ — Common stock issued for accrued dividends payable ​ $ 939,337 ​ $ — Accrued dividend payable to preferred stockholders ​ $ 815,297 ​ $ — Treasury shares retired ​ $ 253,558 ​ $ — Deposits of digital assets into liquid staking activities ​ $ 224,011 ​ $ — Liability for digital assets received from lender, prior to loan origination ​ $ 150,163 ​ $ — Common stock issued upon conversion of preferred stock ​ $ 60 ​ $ — Receipt of digital assets from liquid staking activities ​ $ 4 ​ $ — Issuance of common stock upon vesting of restricted stock units ​ $ 3 ​ $ — ​ The accompanying notes are an integral part of these condensed financial statements. ​ ​ 6 Table of Contents HYPERION DEFI, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) Note 1 – Business Organization, Nature of Operations and Basis of Presentation Hyperion DeFi, Inc. (“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. HYPE is the native token of Hyperliquid, a decentralized Layer-1 blockchain designed for high-frequency, transparent trading. Hyperliquid supports fully on-chain perpetual futures and spot order books, operating with block times of approximately 70 milliseconds. Hyperion DeFi’s strategy is designed to allow shareholders to benefit from a gradually compounding exposure to HYPE, both from its native staking yield and additional revenues generated from its unique on-chain utility. 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. 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 (“HAUS”) agreements. Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by U.S. 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 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”). Upon the effectiveness of the Reverse Split, every 80 issued shares of common stock were reclassified and combined into one share of common stock. In addition, the number of shares of common stock issuable upon the exercise of the Company’s equity awards, convertible securities and warrants was proportionally decreased, and the corresponding conversion price or exercise price was proportionally increased. No fractional shares were issued as a result of the Reverse Split. Stockholders who would otherwise have been entitled to receive a fractional share received a cash payment in lieu of such fractional share. Accordingly, all share and per share amounts for all periods presented in these condensed financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect the Reverse Split and adjustment of the conversion price or exercise price of each outstanding equity award, convertible security and warrant as if the transaction had occurred as of the beginning of the earliest period presented. ​ ​ 7 Table of Contents HYPERION DEFI, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) 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 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 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. The Company’s financial condition is substantially dependent on the market price and liquidity of HYPE tokens, which are subject to extreme volatility and limited trading venues. Substantially all of the Company’s treasury assets are concentrated in HYPE tokens, the native cryptocurrency of the Hyperliquid protocol. HYPE tokens have experienced significant price volatility, and the Company’s financial results and carrying value of its digital assets will fluctuate materially based on HYPE token price movements. The Company depends on the continued success and adoption of the Hyperliquid protocol for the value of its treasury holdings. 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 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 three months ended March 31, 2026, except as disclosed below. 8 Table of Contents HYPERION DEFI, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) 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. 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). 9 Table of Contents HYPERION DEFI, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) 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. 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. The test for impairment consists of a comparison of the fair value of the digital intangible assets with their carrying amounts. Should market prices fall below carrying value, the resulting difference is recognized as an impairment charge. Such impairment charges are presented as “Impairment 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. Ltd. (“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, 10 Table of Contents HYPERION DEFI, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) 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. 11 Table of Contents HYPERION DEFI, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) 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- 12 Table of Contents HYPERION DEFI, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) 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). 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. 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. 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 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 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 that are accessible at the measurement date for identical, unrestricted assets or liabilities. 13 Table of Contents HYPERION DEFI, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) 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 ​ ​ ​ ​ ​ Fair Value ​ ​ ​ ​ Fair Value ​ ​ ​ Level 1 ​ ​ ​ Level 2 ​ ​ ​ Level 3 HYPE digital assets ​ $ 25,286,164 ​ $ 25,286,164 ​ $ — ​ $ — HPL digital assets ​ ​ 135,963 ​ ​ — ​ ​ 135,963 ​ ​ — Digital assets ​ ​ 25,422,127 ​ ​ 25,286,164 ​ ​ 135,963 ​ ​ — Digital assets receivable, net ​ ​ 10,376,105 ​ ​ — ​ ​ 10,376,105 ​ ​ — Digital intangible assets receivable, net ​ ​ 8,907,419 ​ ​ — ​ ​ 8,907,419 ​ ​ — Total ​ $ 44,705,651 ​ $ 25,286,164 ​ $ 19,419,487 ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Outstanding derivative liability ​ $ ( 215,606 ) ​ $ — ​ $ — ​ $ ( 215,606 ) ​ HYPE digital assets are measured at fair value on a recurring basis using quoted prices in its principal market (Level 1 inputs). The Company routinely evaluates which market qualifies as its principal market by considering factors such as accessibility, trading volume, and transaction activity. Ultimately, the principal market is determined as the one most accessible to the Company with the highest volume and orderly transactions for HYPE. As of 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. Income Taxes The Company is subject to Federal, New York State and City, and State of California income taxes and files tax returns in those jurisdictions. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included or excluded in the financial statements or tax returns. Deferred tax assets and liabilities are determined on the basis of the difference 14 Table of Contents HYPERION DEFI, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) 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, 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 Certain prior period balances have been reclassified in order to conform to the current period presentation. These reclassifications have no effect on previously reported results of operations or loss per share. Note 4 - Net Income (Loss) Per Share of Common Stock The Company’s net income (loss) per share is calculated using the two-class method in accordance with ASC Topic 260, Earnings Per Share. The two-class method allocates earnings between common stockholders and holders of participating securities. The Company’s Series A 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 15 Table of Contents HYPERION DEFI, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) 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 ​ ​ March 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 Numerator: ​ ​ ​ ​ ​ ​ Net income (loss) attributable to participating securities ​ $ 8,025,253 ​ $ ( 3,483,533 ) Less: Net income allocated to preferred shareholders ​ ​ ( 4,789,742 ) ​ ​ — Net income (loss) available to common shareholders ​ $ 3,235,511 ​ $ ( 3,483,533 ) ​ ​ ​ ​ ​ ​ ​ Denominator (weighted average quantities): ​ ​ ​ ​ Common shares issued ​ 10,284,917 ​ 2,185,923 Add: vested unissued restricted stock units ​ 325,762 ​ 3,015 Denominator for basic net income (loss) per share ​ ​ 10,610,679 ​ ​ 2,188,938 Effect of dilutive securities: ​ ​ ​ ​ ​ ​ Assumed exercise of warrants, treasury stock method ​ ​ 2,018,687 ​ ​ — Assumed vesting of restricted stock units ​ ​ 56,776 ​ ​ — Weighted average common shares outstanding - diluted ​ ​ 12,686,142 ​ ​ 2,188,938 ​ ​ ​ ​ ​ ​ ​ Net Income (Loss) Per Common Share ​ ​ ​ ​ ​ ​ Basic ​ $ 0.30 ​ $ ( 1.59 ) Diluted ​ $ 0.26 ​ $ ( 1.59 ) ​ 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 ​ ​ March 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 Options 80,988 56,386 Warrants ​ 31,802,102 ​ 1,357,530 Unvested RSU ​ 1,396,274 ​ 244,608 Convertible debt ​ — ​ 29,096 ​ ​ 33,279,364 ​ 1,687,620 ​ ​ ​ 16 Table of Contents HYPERION DEFI, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) Note 5 – Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ ​ ​ December 31, ​ 2026 2025 Prepaid insurance expenses ​ $ 651,439 ​ 135,856 Payroll tax receivable ​ ​ 351,064 ​ ​ 262,085 Prepaid general and administrative expenses ​ 208,953 ​ 137,422 Prepaid patent expenses ​ ​ 91,530 ​ ​ 65,414 Other ​ ​ 120,039 ​ ​ 201,565 Total prepaid expenses and other current assets ​ $ 1,423,025 ​ $ 802,342 ​ ​ 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. 17 Table of Contents HYPERION DEFI, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) ​ 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Digital ​ ​ ​ Digital ​ Digital ​ Total ​ ​ Digital ​ Assets ​ Intangible ​ Intangible Assets ​ Digital ​ ​ ​ ​ Assets ​ ​ ​ Receivable ​ ​ ​ Assets ​ ​ ​ Receivable ​ ​ ​ Assets Balance, December 31, 2025 ​ $ 16,345,347 ​ $ 6,935,131 ​ $ 20,591,555 ​ $ — ​ $ 43,872,033 Receipt of HPL pursuant to partnership agreement ​ ​ 150,163 ​ ​ — ​ ​ — ​ ​ — ​ ​ 150,163 HYPE Purchases ​ 1,472,835 ​ — ​ — ​ ​ — ​ 1,472,835 Deposits of USDH into Hyperion Rysk Vault ​ ​ — ​ ​ — ​ ​ 1,765,075 ​ ​ — ​ ​ 1,765,075 Redemption of WHYPE-USDH-USDH-P-H-HL from Hyperion Rysk Vault ​ ​ — ​ ​ — ​ ​ ( 151,377 ) ​ ​ — ​ ​ ( 151,377 ) Deposits of digital assets into liquid staking activities ​ ( 224,011 ) ​ — ​ 224,011 ​ ​ — ​ — Receipts of digital assets from liquid staking activities ​ ​ 4 ​ ​ — ​ ​ ( 4 ) ​ ​ — ​ ​ — Net HYPE received from native staking activities (1) ​ 189,520 ​ 49,307 ​ — ​ ​ — ​ 238,827 HYPE commission paid to co-validators ​ ​ ( 35,919 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 35,919 ) Exchange of digital intangible assets for digital intangible assets receivable ​ ​ — ​ ​ — ​ ​ ( 8,863,235 ) ​ ​ 8,863,235 ​ ​ — Non-cash interest income from digital assets receivable ​ ​ — ​ ​ 198,957 ​ ​ — ​ ​ — ​ ​ 198,957 Realized and unrealized gains (2) ​ 7,601,283 ​ 3,374,154 ​ 3,699,401 ​ ​ 367,251 ​ 15,042,089 Realized and unrealized losses (3) ​ ( 77,095 ) ​ — ​ — ​ ​ — ​ ( 77,095 ) Impairment ​ ​ — ​ ​ — ​ ​ ( 1,231,668 ) ​ ​ — ​ ​ ( 1,231,668 ) Provision for credit loss ​ — ​ ( 181,444 ) ​ — ​ ​ ( 323,067 ) ​ ( 504,511 ) Balance, March 31, 2026 ​ $ 25,422,127 ​ $ 10,376,105 ​ $ 16,033,758 ​ $ 8,907,419 ​ $ 60,739,409 (1) 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. (2) Includes $ 3,699,401 and $ 11,342,688 of realized and unrealized gains, respectively. (3) 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. ​ 18 Table of Contents HYPERION DEFI, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Units ​ ​ ​ Cost Basis ​ ​ ​ Fair Value HYPE digital assets ​ 690,501 ​ $ 24,434,992 ​ $ 25,286,164 HPL digital assets 9,000,000 ​ ​ 135,963 ​ ​ 135,963 Total ​ ​ $ 24,570,955 ​ $ 25,422,127 ​ Digital Intangible Assets 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Units ​ ​ ​ Cost ​ ​ ​ Carrying Value HiHYPE ​ 378,277 ​ $ 17,751,183 ​ $ 7,785,851 kHYPE ​ 275,434 ​ ​ 8,044,701 ​ ​ 5,693,449 WHYPE-USDH-USDH-P-H-HL ​ 1,615,075 ​ ​ 1,615,075 ​ ​ 1,614,752 kmHYPE ​ 28,888 ​ ​ 884,473 ​ ​ 597,069 sKNTQ ​ 1,918,479 ​ ​ 208,355 ​ ​ 193,780 sHPL ​ 1,000,000 ​ ​ 15,656 ​ ​ 13,857 Other digital intangible assets ​ 2 ​ 135,000 ​ 135,000 Total ​ ​ ​ $ 28,654,443 ​ $ 16,033,758 ​ 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ ​ ​ December 31, ​ 2026 2025 Accrued dividend ​ $ 815,297 ​ $ 792,616 Accrued professional services ​ ​ 299,305 ​ ​ 157,770 Accrued compensation expense ​ 278,455 ​ 190,709 Outstanding derivative liability ​ ​ 215,606 ​ ​ — Accrued franchise tax ​ ​ 50,000 ​ ​ 193,052 Accrued foreign tax ​ ​ 100,000 ​ ​ 100,000 Other accrued expenses ​ 311,518 ​ ​ 186,959 Accrued rework of clinical supply returns ​ ​ — ​ ​ 250,000 Total accrued expenses and other current liabilities ​ $ 2,070,181 ​ $ 1,871,106 ​ ​ 19 Table of Contents HYPERION DEFI, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) 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 ​ ​ ​ ​ Notes Payable ​ ​ ​ Debt Discount ​ ​ ​ Net ​ ​ ​ Notes Payable ​ ​ ​ Debt Discount ​ ​ ​ Net Current Portion: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ FIRST Insurance Funding Loan ​ $ 539,616 ​ $ — ​ $ 539,616 ​ $ — ​ $ — ​ $ — Avenue - Note payable ​ ​ 1,006,684 ​ ​ ( 36,974 ) ​ ​ 969,710 ​ ​ — ​ ​ — ​ ​ — Total Current Portion ​ $ 1,546,300 ​ $ ( 36,974 ) ​ $ 1,509,326 ​ $ — ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-Current Portion: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Avenue - Note payable ​ $ 7,416,353 ​ $ ( 450,796 ) ​ $ 6,965,557 ​ $ 8,339,386 ​ $ ( 543,250 ) ​ $ 7,796,136 Total Non-Current Portion ​ $ 7,416,353 ​ $ ( 450,796 ) ​ $ 6,965,557 ​ $ 8,339,386 ​ $ ( 543,250 ) ​ $ 7,796,136 Notes payable - total ​ $ 8,962,653 ​ $ ( 487,770 ) ​ $ 8,474,883 ​ $ 8,339,386 ​ $ ( 543,250 ) ​ $ 7,796,136 ​ Avenue Loan 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 Principal December 31, ​ ​ ​ Maturity 2026 ​ $ — 2027 ​ 5,415,161 2028 ​ 3,547,492 ​ ​ $ 8,962,653 ​ 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 . ​ ​ 20 Table of Contents HYPERION DEFI, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) Note 9 – Commitments and Contingencies 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 21 Table of Contents HYPERION DEFI, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) 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. ​ 22 Table of Contents HYPERION DEFI, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) 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. 23 Table of Contents HYPERION DEFI, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) Series A Preferred Stock Securities Purchase Agreement On June 17, 2025, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with institutional accredited investors whereby the Company offered units consisting of a share of Series A Non-Voting Convertible Preferred Stock (“Series A Preferred Stock”) and a warrant to purchase six shares of common stock. On June 20, 2025, the closing date, the investors were issued an aggregate of 5,128,205 shares of Series A Preferred Stock at a price of $ 9.75 per share for aggregate consideration of $ 50,000,000 . Each share of Series A Preferred Stock is convertible into three shares of common stock. The Series A Preferred Stock has a par value of $ 0.0001 per share. Additionally, the investors were issued five-year warrants exercisable into an aggregate of 30,769,230 shares of common stock at an exercise price of $ 3.25 per share exercisable beginning on December 21, 2025. On June 20, 2025, the Company filed 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; (b) it accrues quarterly cumulative dividends at 6 % per annum payable in cash or common stock at the Company’s option; (c) it participates in declared and paid cash common stock dividends; 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, 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 ​ ​ ​ ​ March 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 Research and development ​ $ 38,934 ​ $ 64,677 Selling, general and administrative ​ ​ 1,765,551 ​ ​ 214,951 ​ ​ $ 1,804,485 ​ $ 279,628 ​ Warrants 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 ​ Warants Exercisable ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ Outstanding ​ Average ​ Exercisable ​ Exercise ​ ​ ​ Number of ​ ​ ​ Remaining Life ​ ​ ​ Number of ​ Price ​ Warrants ​ In Years ​ Warrants $ 3.2500 ​ 32,615,381 ​ 4.2 ​ 32,615,381 $ 4.0000 350,000 4.2 350,000 $ 5.2720 394,234 4.4 394,234 $ 8.6080 302,045 3.8 302,045 $ 197.5680 108,696 3.8 108,696 $ 217.9200 49,280 3.8 49,280 $ 380.8000 1,149 5.1 1,149 ​ ​ 33,820,785 4.2 33,820,785 24 Table of Contents HYPERION DEFI, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) ​ Restricted Stock Units A summary of the restricted stock units activity during the three months ended March 31, 2026 is presented below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ Average ​ ​ Number of ​ Grant Date ​ ​ ​ ​ RSUs ​ ​ ​ Price RSUs non-vested January 1, 2026 1,545,000 ​ $ 6.63 Granted 111,131 ​ 3.46 Vested ( 147,804 ) ​ 2.45 Delivered ​ ( 55,277 ) ​ ​ 9.58 RSUs non-vested March 31, 2026 1,453,050 ​ $ 6.70 ​ ​ ​ ​ ​ ​ Vested RSUs undelivered March 31, 2026 432,355 ​ $ 4.45 ​ 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 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. 25 Table of Contents HYPERION DEFI, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) 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, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ Ophthalmic ​ Digital ​ Corporate/ ​ ​ ​ ​ Ophthalmic ​ Digital ​ Corporate/ ​ ​ ​ ​ ​ ​ ​ Technology ​ ​ ​ Assets ​ ​ ​ Other ​ ​ ​ Total ​ ​ ​ Technology ​ ​ ​ Assets ​ ​ ​ Other ​ ​ ​ Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenue ​ $ — ​ $ 244,271 ​ $ — ​ $ 244,271 ​ $ 14,720 ​ $ — ​ $ — ​ $ 14,720 Less: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of revenue ​ — ​ — ​ ​ — ​ — ​ ( 48 ) ​ — ​ ​ — ​ ( 48 ) Gross Income (Loss) ​ — ​ 244,271 ​ ​ — ​ 244,271 ​ 14,672 ​ — ​ ​ — ​ 14,672 Less: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Research and Development: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Salaries and benefits ​ 123,106 ​ — ​ ​ — ​ 123,106 ​ 420,000 ​ — ​ ​ — ​ 420,000 Direct clinical and non-clinical expenses ​ 60,841 ​ — ​ ​ — ​ 60,841 ​ 72,657 ​ — ​ ​ — ​ 72,657 Facilities expenses ​ 11,788 ​ — ​ ​ — ​ 11,788 ​ 70,837 ​ — ​ ​ — ​ 70,837 Non-cash stock based compensation expenses ​ 38,934 ​ — ​ ​ — ​ 38,934 ​ 64,677 ​ — ​ ​ — ​ 64,677 Supplies and materials ​ — ​ — ​ ​ — ​ — ​ 25,130 ​ — ​ ​ — ​ 25,130 Other Expenses (1) ​ 3,880 ​ — ​ ​ — ​ 3,880 ​ 19,742 ​ — ​ ​ — ​ 19,742 Depreciation expense ​ 48,215 ​ — ​ ​ — ​ 48,215 ​ — ​ — ​ ​ — ​ — Realized gain - digital assets and digital assets receivable ​ ​ — ​ ​ ( 3,623,764 ) ​ ​ — ​ ​ ( 3,623,764 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ — Unrealized gain - digital assets ​ — ​ ( 10,973,979 ) ​ ​ — ​ ( 10,973,979 ) ​ — ​ — ​ ​ — ​ — Unrealized gain – digital intangible assets receivable ​ ​ — ​ ​ ( 367,251 ) ​ ​ — ​ ​ ( 367,251 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ — Impairment loss - digital intangible assets ​ — ​ 1,231,668 ​ ​ — ​ 1,231,668 ​ — ​ — ​ ​ — ​ — Net gain (loss) on derivative instruments ​ ​ — ​ ​ ( 39,401 ) ​ ​ — ​ ​ ( 39,401 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ — Provision for credit losses ​ ​ — ​ ​ 504,511 ​ ​ — ​ ​ 504,511 ​ ​ — ​ ​ — ​ ​ — ​ ​ — Reacquisition of license rights ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Segment (income) loss ​ ​ 286,764 ​ ​ ( 13,512,487 ) ​ ​ — ​ ​ ( 13,225,723 ) ​ ​ 673,043 ​ ​ — ​ ​ — ​ ​ 673,043 Reconciling Items ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Selling, general and administrative expense (2) ​ — ​ — ​ ​ 4,493,604 ​ 4,493,604 ​ 2,372,322 ​ — ​ ​ — ​ 2,372,322 Other (income) expense, net (3) ​ ​ — ​ ​ — ​ ​ ( 108,431 ) ​ ​ ( 108,431 ) ​ ​ 452,840 ​ ​ — ​ ​ — ​ ​ 452,840 Net Income (Loss) ​ $ ( 286,764 ) ​ $ 13,512,487 ​ $ ( 4,385,173 ) ​ $ 8,840,550 ​ $ ( 3,483,533 ) ​ $ — ​ $ — ​ $ ( 3,483,533 ) (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 March 31, 2026 and December 31, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2026 ​ ​ ​ December 31, 2025 ​ ​ Ophthalmic ​ Digital ​ Corporate/ ​ ​ ​ ​ Ophthalmic ​ Digital ​ Corporate/ ​ ​ ​ ​ ​ ​ ​ Technology ​ ​ ​ Assets ​ ​ ​ Other ​ ​ ​ Total ​ ​ ​ Technology ​ ​ ​ Assets ​ ​ ​ Other ​ ​ ​ Total Segment Assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash ​ $ — ​ $ — ​ $ 7,380,922 ​ $ 7,380,922 ​ $ — ​ $ — ​ $ 6,443,467 ​ $ 6,443,467 Digital assets ​ — ​ 60,739,409 ​ — ​ 60,739,409 ​ — ​ 43,872,033 ​ — ​ 43,872,033 All other assets ​ 71,105 ​ — ​ 1,874,527 ​ 1,945,632 ​ 132,652 ​ — ​ 1,316,104 ​ 1,448,756 Total Assets ​ $ 71,105 ​ $ 60,739,409 ​ $ 9,255,449 ​ $ 70,065,963 ​ $ 132,652 ​ $ 43,872,033 ​ $ 7,759,571 ​ $ 51,764,256 ​ ​ 26 Table of Contents HYPERION DEFI, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) Note 13 - Subsequent Events 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 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. ​ ​ 27 Table of Contents