HYPERION DEFI, INC. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds . Recent Sales of Unregistered Securities Merenti Management Advisor Agreement On November 25, 2025, the Company entered into a Subscription Agreement with Merenti Management GmbH (“Merenti”), pursuant to the Advisor Agreement with Merenti dated September 22, 2025. Pursuant to the Advisor Agreement, the Company agreed to issue shares of common stock as compensation for advisory services with an aggregate value of $300,000, payable in 24 equal monthly installments. During the three months ended March 31, 2026, the Company issued 10,450 shares of common stock to Merenti under the Subscription Agreement. The shares issued to Merenti were not registered under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. Series A Preferred Stock Dividend ​ On January 5, 2026, pursuant to Section 3.1 of the Company’s Certificate of Designation of Preferences, Rights and Limitations of the Series A Preferred Stock, the Company paid its quarterly dividend payable to the Series A Preferred Stock in 244,518 shares of the Company’s common stock. The issuance and sales of those securities were not registered under the Securities Act. Series A Preferred Stock Conversion On January 5, 2026, an aggregate of 100,000 shares of Series A Preferred Stock were converted into 300,000 shares of common stock for no additional consideration pursuant to the terms of the Series A Preferred Stock. The shares issued upon conversion of the Series A Preferred Stock were not registered under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. Purchases of Equity Securities by the Issuer and Affiliated Purchasers. None. Item 3. Defaults Upon Senior Securities. Not applicable. Item 4. Mine Safety Disclosures. Not applicable.