What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-08-13 compared with 2026-05-15 · 409 added, 289 removed, 523 unchanged (57% of the section changed)

9 unchanged sentences

Digital intangible assets

Digital intangible assets receivable, net

Operating lease right-of-use asset

4 unchanged sentences

Operating lease liabilities - current portion

Notes payable - current portion

Notes payable - current portion, net

Total Current Liabilities

Notes payable - non-current portion

Notes payable - non-current portion, net

Operating lease liabilities, non-current portion

4 unchanged sentences

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

5,235,897 and 5,435,897 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively with a liquidation preference of $ 50,740,000 as of June 30, 2026

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

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

15,299,832 shares issued and outstanding as of June 30, 2026;

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

Additional paid-in-capital

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

Treasury stock, at cost, 0 and 82,324 shares as of June 30, 2026 and December 31, 2025, respectively

Accumulated deficit

7 unchanged sentences

For the Three Months Ended

For the Six Months Ended

Cost of revenue

2 unchanged sentences

Selling, general and administrative

Realized gain - digital assets and digital assets receivable

Impairment of right of use assets

Realized gain - digital assets and digital assets receivable, net

( 17,859,505 )

Unrealized gain - digital assets

( 21,483,269 )

Unrealized gain – digital intangible assets receivable

Unrealized gain - digital assets, net

( 16,939,634 )

( 27,913,613 )

Unrealized loss – digital intangible assets receivable

Impairment loss - digital intangible assets

Net gains (losses) on derivative instruments

Provision for credit losses

Net Operating (Income) Expenses

Net gain on derivative instruments

Recovery of credit losses

Total Operating (Income) Expenses, Net

( 30,650,049 )

( 39,137,897 )

Income (Loss) From Operations

( 8,353,282 )

( 11,383,975 )

Other Income (Expense):

Other income, net

Other income (expense), net

Gain on extinguishment of liabilities

Interest expense

( 1,109,909 )

Interest income

2 unchanged sentences

( 8,690,919 )

( 12,174,452 )

Dividend to preferred stockholders

( 1,533,775 )

Net Income (Loss) Attributable to Participating Securities

( 8,788,086 )

( 12,271,619 )

income allocated to preferred stockholders

( 15,892,379 )

Net Income (Loss) Available to Common Stockholders

( 21,378,486 )

Net Loss per Share - Basic

Net Loss per Share - Diluted

Shares Outstanding - Basic

Shares Outstanding - Diluted

Net Income (Loss) Available to Common Stockholders - Basic

( 8,788,086 )

( 12,271,619 )

undistributed earnings reallocated to common upon assumed exercise/vesting of dilutive securities

Net Income (Loss) Available to Common Stockholders - Diluted

( 8,788,086 )

( 12,271,619 )

Basic earnings (loss) per common share:

Net basic earnings (loss) per share

Diluted earnings (loss) per common share:

Net diluted earnings (loss) per share

Weighted average shares outstanding

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

1 unchanged sentence

Condensed Statements of Changes in Stockholders’ Equity (Deficit)

For the Three Months Ended March 31, 2026

For the Three and Six Months Ended June 30, 2026

Preferred Stock

6 unchanged sentences

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

Shares withheld to settle employee tax liability upon delivery of RSU equity compensation.

Issuance of common stock from conversion of preferred stock

7 unchanged sentences

( 231,783,877 )

For the Three Months Ended March 31, 2025

Issuance of common stock in public offering [2]

Issuance of common stock in At the Market offering [3]

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

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

Shares withheld to settle employee tax liability upon delivery of RSU equity compensation.

Stock-based compensation:

Amortization of stock option awards

Amortization of restricted stock units

Issuance of common stock to vendors as consideration for service provided

Preferred stock dividend ($ 0.14 per preferred share outstanding)

Balance - June 30, 2026

( 200,832,914 )

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

HYPERION DEFI, INC.

Condensed Statements of Changes in Stockholders’ Equity (Deficit)

For the Three and Six Months Ended June 30, 2025

Preferred Stock

1 unchanged sentence

Stockholders’

Equity (Deficit)

Balance - January 1, 2025

14 unchanged sentences

( 9,714,001 )

Issuance of preferred stock and warrants in private placement [7]

Issuance of common stock in At the Market offering [8]

Issuance of common stock from exercise of warrants

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

Issuance of common stock from the partial conversion of note payable

Warrants issued in consideration for debt modification

Stock-based compensation

( 8,690,919 )

Preferred stock dividend

Balance - June 30, 2025

( 207,484,444 )

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

1 unchanged sentence

[3] Includes gross proceeds of $ 1,973,363 less total issuance costs of $ 126,464 .

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

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

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

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

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

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

1 unchanged sentence

Condensed Statements of Cash Flows

For the Three Months Ended

For the Six Months Ended

Cash Flows From Operating Activities

6 unchanged sentences

Non-cash lease expense

Provision for credit losses

Recovery of credit losses

Gain on extinguishment of liabilities

Realized gain - digital assets

Realized gain - digital assets and digital assets receivable

( 21,483,269 )

Unrealized gain - digital assets

Unrealized gain - digital assets, net

( 27,913,613 )

Unrealized gain – digital intangible assets receivable

Net gains on derivative instruments

1 unchanged sentence

Non-cash revenue, net

Non-cash portion of other income

Non-cash interest income from digital assets receivable

Non-cash portion of other income

Paid-in-kind interest expense

Changes in operating assets and liabilities:

Refunded deposit

Prepaid expenses and other current assets

( 1,910,336 )

License fee and expense reimbursements receivables

Accounts payable

( 1,053,087 )

Accrued expenses and other current liabilities

4 unchanged sentences

Cash Flows From Investing Activities

Purchases of property and equipment

Purchase of digital assets

( 8,873,800 )

( 45,500,000 )

Sales and dispositions of digital assets

Purchases of USDC

( 2,518,820 )

Proceeds from sales of USDC

Net Cash and Cash Equivalents Used In Investing Activities

( 6,952,620 )

( 45,522,959 )

Cash Flows From Financing Activities

Proceeds from sale of common stock in direct offering

Proceeds from sale of common stock in At the Market offering

Proceeds from sale of preferred stock and warrants in private placement

Proceeds from induced exercise of stock warrants

Payment of private placement issuance costs

Payment of issuance costs for direct offering

( 1,148,776 )

Payment of issuance costs for At the Market offering

Payment to taxing authorities in connection with shares directly withheld from employees

Repayments of notes payable

( 1,463,438 )

Payment of issuance costs for debt modification

8 unchanged sentences

Condensed Statements of Cash Flows, continued

For the Three Months Ended

For the Six Months Ended

Supplemental Disclosure of Cash Flow Information:

3 unchanged sentences

Modification date fair value of modified Avenue Loan

Transfer of digital intangible assets into digital intangible assets receivable

Deposits of USDH into Hyperion Rysk Vault

Redemption of digital assets from Hyperion Rysk Vault

Exchange of digital intangible assets for digital intangible assets receivable

Exchange of digital intangible assets receivable for digital intangible assets

Digital assets received for digital assets receivable

Deposits into Hyperion Rysk Vault

Redemption from Hyperion Rysk Vault

Warrant modification and additional warrants - incremental value

2 unchanged sentences

Accrued dividend payable to preferred stockholders

Shares withheld for employee tax liabilities

Treasury shares retired

Deposits of digital assets into liquid staking activities

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

Liability for digital assets received pursuant to partnership agreement

Common stock issued upon conversion of preferred stock

Receipt of digital assets from liquid staking activities

Issuance of common stock upon vesting of restricted stock units

Digital assets acquired in exchange for USDC

Digital assets disposed of in exchange for USDC

Conversion of USDH to USDC, net

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

6 unchanged sentences

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.

HYPE is the native token of Hyperliquid, a decentralized Layer-1 (“L1”) 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.

1 unchanged sentence

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.

As of June 30, 2026, substantially all operations related to Optejet have been wound down.

In July 2026, the Company sold all its right, title, and interest to intellectual property associated with the Optejet and the Company’s pharmaceutical development program to Arctic Vision (Hong Kong) Limited in exchange for a $ 100,000 release of indebtedness.

The disposed assets had been an aggregate carrying value of $ 0 as of June 30, 2026.

The Company does not anticipate any material proceeds or future economic benefit from the Optejet or the small number of associated ophthalmic technology assets held by the Company as of June 30, 2026.

Beginning in July 2025, the Company used the proceeds from its capital raising activities to acquire and deploy HYPE in various income-generating activities, which includes native staking, liquid staking, and its proprietary HYPE Asset Use Service (“HAUS”) agreements.

Basis of Presentation

3 unchanged sentences

GAAP for complete financial statements.

In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the condensed financial statements of the Company as of 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.

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 June 30, 2026 and for the three and six months ended June 30, 2026 and 2025.

The results of operations for the three and six months ended June 30, 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”).

4 unchanged sentences

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.

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.

HYPERION DEFI, INC.

1 unchanged sentence

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.

The Company’s primary source of liquidity has historically been cash generated from equity offerings and borrowings, 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.

As of June 30, 2026, the Company had unrestricted cash and cash equivalents of approximately $ 9.6 million and working capital of $ 7.4 million.

For the six months ended June 30, 2026, the Company earned net income of approximately $ 39.8 million.

For the six months ended June 30, 2026, the Company used cash in operating activities of approximately $ 7.1 million.

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.

Substantially all of the Company’s treasury assets are concentrated in HYPE tokens.

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.

On May 7, 2026, the Company closed a public offering of 2,777,778 shares of common stock and received approximately $ 8.9 million in net proceeds.

On May 13, 2026, the Company sold an additional 132,249 shares of 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.

2 unchanged sentences

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.

As of June 30, 2026, the Company owns $ 74.1 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 $ 7.1 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).

The Company also has approximately $ 25.3 million of HYPE Liquid Staking Tokens (including Hyperion Institutional HYPE (“HiHYPE”), Kinetiq Staked HYPE (“kHYPE”) and Kinetiq Markets HYPE (“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.

There have been no material changes to the Company’s significant accounting policies during the six months ended June 30, 2026, except as disclosed below.

HYPERION DEFI, INC.

1 unchanged sentence

Use of Estimates

Preparation of financial statements in conformity with accounting principles generally accepted in the United States of America, (“U.S.

Preparation of financial statements in conformity with 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.

3 unchanged sentences

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.

See Note 3 - Summary of Significant Accounting Policies — Stock-Based Compensation in the 2025 Form 10 - K 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.

As of June 30, 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 $ 4,084,598 .

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 cash deposits in financial institutions that, at times, may be in excess of Federal Deposit Insurance Corporation 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.

1 unchanged sentence

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.

Since the Company’s LSTs and Hyperion Rysk Vault Shares represent a claim on their underlying tokens, they do not fall within 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).

20 unchanged sentences

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

(“Kinetiq”) and Pier Two Pty Ltd (“Pier Two”) and earns HYPE as rewards and commission income from native staking by validating transactions and maintaining network security.

(“Kinetiq”) and MAVAN Services Pty Ltd (“MAVAN”).

MAVAN was formerly known as Pier Two Pty Ltd.

The Company 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.

1 unchanged sentence

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.

Commission income from validation services is shared among the Company, Kinetiq and MAVAN.

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

8 unchanged sentences

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.

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

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,

Given the Company does not perform the primary validating activities, the Company’s

HYPERION DEFI, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

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

performance obligation is limited to delegating and arranging for validation services.

Therefore, during the three and six months ended June 30, 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.

7 unchanged sentences

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.

(“HyperLend”), pursuant to two separate partnership agreements between the parties as detailed further below.

As of June 30, 2026, all of the Company’s HPL tokens have been liquid staked in exchange for sHPL tokens, and the Company’s sHPL tokens are included within “Digital intangible assets” on the condensed balance sheets.

The Company first received 1 million HPL in connection with a Private Pool Participation Agreement (the “Private Pool Participation Agreement”) with HyperLend.

Pursuant to this agreement, the Company anticipated becoming a borrower on the HyperLend platform in the future (denominated in USDH stablecoin), and HyperLend’s role in the agreement is a vendor.

The Company accounted 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 was deferred to reduce future obligations of the Company owed to HyperLend.

As of June 30, 2026, following Native Markets’ announcement on May 14, 2026 that it would cease supporting the USDH stablecoin, the Company no longer anticipates becoming a borrower on the HyperLend platform in the future.

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

The fair value at contract inception of these 9 million tokens received is 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 June 30, 2026.

Liquid Staking Income

7 unchanged sentences

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.

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

All of the Company’s KNTQ are liquid staked as of June 30, 2026.

HYPERION DEFI, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

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

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

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

As of June 30, 2026, all 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).

Digital Assets Receivable, Digital Intangible Assets Receivable, and Credit Loss Allowance

The Company records digital assets receivable or digital intangible assets receivable when digital assets or digital intangible assets, respectively, 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.

1 unchanged sentence

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”).

Digital assets receivable and digital intangible assets receivable are 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” and “Unrealized gains or losses — digital intangible assets receivable”, respectively, on the condensed statements of operations.

For digital intangible assets receivable, the fair value is based upon 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).

The recognition of accrued and unrealized staking rewards is constrained by uncertainty on the ultimate settlement of the Company’s liquid staking tokens back to native tokens.

The Company records an allowance for credit losses on digital assets receivable and 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 current expected credit loss 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.

Due to limited historical loss experience for digital assets receivable, the Company utilizes external data and applies a probability of default and loss given default 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.

In the six months ended June 30, 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.

As such, the options are classified as Level 3 within the fair value hierarchy (see “Fair Value Measurements” below).

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-

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NOTES TO CONDENSED FINANCIAL STATEMENTS

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

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

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

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

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

Digital Intangible Assets Receivable and Credit Loss Allowance

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

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

In the six months ended June 30, 2026, these transactions were governed by long-form confirmations and International Swaps and Derivatives Association agreements (together, “Derivative Agreements”).

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

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

The Company records digital intangible assets receivable when digital intangible assets are transferred or deposited into a wallet controlled by a third party and the Company determines that it has lost control of the assets in accordance with the definition of control in ASC 606 (i.e., the Company no longer has the ability to direct the use of, and obtain substantially all of the remaining benefits from, the digital intangible assets).

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

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

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

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

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

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

As the Company has determined that it has lost control of these assets, the HYPE or HYPE LST collateral is presented as digital assets receivable or digital intangible asset receivable on the condensed balance sheets.

As of June 30, 2026, the Company has no outstanding OTC HYPE options.

Hyperion Rysk Vault Shares

In March 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-chain, and the Company began executing on-chain put sales on the price of HYPE in March 2026.

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

Until May 2026, the Company’s liquidity pool was denominated in USDH;

following Native Markets’ announcement on May 14, 2026 that it would cease supporting the USDH stablecoin, beginning in June 2026, the Company’s liquidity pool is denominated in USDC.

When the Company’s USDC is deposited into the IVIV, the Company relinquishes control of its USDC and receives in return Hyperion Rysk Vault Shares, which represent a claim on the IVIV assets in a matter akin to liquid staking tokens.

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

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.

The Company determines fair value measurements for digital assets, digital assets receivable, digital intangible assets receivable, 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.

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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.

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

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

March 31, 2026

HYPE digital assets

HPL digital assets

Digital assets

Digital assets receivable, net

Digital intangible assets receivable, net

Outstanding derivative liability

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

The Company 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.

Ultimately, the principal market is determined as the one accessible to the Company with the highest volume and orderly transactions for HYPE.

As of December 31, 2025, the Company had KNTQ digital assets which 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.

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NOTES TO CONDENSED FINANCIAL STATEMENTS

As of June 30, 2026, a regulated exchange market is utilized as the principal market for HYPE.

The level of inputs used for the fair value measurement of HYPE digital assets as of June 30, 2026 and December 31, 2025, were as follows:

June 30, 2026

December 31, 2025

HYPE digital assets

KNTQ digital assets

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.

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

Assets Held For Sale

In connection with the wind-down of its Ophthalmic Technology segment (the “Biotech Operations”), including the Optejet User Filled Device platform, the Company committed to a plan to sell the related assets (the “Biotech Assets”).

Management substantially completed the wind-down of Biotech Operations as of May 31, 2026.

Management has concluded that the Biotech Assets meet the criteria in ASC 360-10-45-9 to be classified as held for sale as of June 30, 2026, as (i) management committed to a plan to sell the Biotech Assets, (ii) the Biotech Assets were available for immediate sale in their present condition, (iii) an active program to locate a buyer had been initiated, (iv) the sale was probable and expected to be completed within one year, (v) the Biotech Assets were being actively marketed at a reasonable price, and (vi) it is unlikely that significant changes to the plan would be made.

Assets classified as held for sale are measured at the lower of their carrying amount or fair value less costs to sell and are no longer depreciated or amortized once so classified.

The Company wrote off $ 57,773 related to its right-of-use asset associated with the Biotech Operations lease during the three months ended June 30, 2026 as a result of the wind-down.

No other Biotech Assets were written down during the six months ended June 30, 2026.

Accordingly, the carrying value of the Biotech Assets was zero as of June 30, 2026.

On July 30, 2026, the Company completed the sale of substantially all intellectual property associated with its legacy ophthalmic drug delivery (Optejet) program to Arctic Vision (Hong Kong) Limited pursuant to an Intellectual Property Purchase, Sale and Assignment Agreement.

The assigned assets consisted of the Company’s Optejet-related patents and patent applications, trademarks, and associated know-how, technical, clinical and regulatory documentation.

Consideration consisted of a release of a $ 100,000 liability owed by the Company to Arctic Vision.

The intellectual property was transferred on an “as is” basis, and Arctic Vision assumed all patent and trademark maintenance obligations accruing on or after the closing date.

In connection with the transaction, the Company and Arctic Vision terminated their license agreement dated August 10, 2020, as amended, and the Company entered into a mutual termination, release and settlement agreement with Senju Pharmaceutical Co., Ltd.

terminating the exclusive license agreement dated March 18, 2015, as amended, under which the Company paid Senju $ 15,000 and the parties exchanged mutual releases.

In connection with the transaction, Arctic Vision paid the Company $ 15,000 .

The Company determined that the wind-down of the Biotech Operations does not represent a strategic shift that has a major effect on the Company’s operations and financial results, and accordingly does not qualify for discontinued operations presentation under ASC 205-20.

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

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NOTES TO CONDENSED FINANCIAL STATEMENTS

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 recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included or excluded in the financial statements or tax returns.

Deferred tax assets and liabilities are determined on the basis of the difference between the tax basis of assets and liabilities and their respective financial reporting amounts, or temporary differences, at enacted tax rates in effect for the years in which such temporary differences are expected to reverse.

The Company utilizes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

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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.

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

Recently Issued Accounting Standards

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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.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270) - Narrow-Scope Improvements (“ASU 2025-11”) 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.

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

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

Initial Measurement of Paid-in-Kind Dividends on Equity-Classified Preferred Stock (“ASU 2026-01”).

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.

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These reclassifications have no effect on previously reported results of operations or loss per share.

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NOTES TO CONDENSED FINANCIAL STATEMENTS

Note 4 - Net Income (Loss) Per Share of Common Stock

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The Company’s Series A Non-Voting Convertible Preferred Stock, $ 0.0001 par value per share (the “Series A Preferred Stock”) (see Note 11 - Stockholders’ Equity (Deficit) – Series A Preferred Stock Securities Purchase Agreement) are deemed to be participating securities due to their rights to participate in dividends with common stock.

However, the two-class method has no impact on the calculation of loss

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NOTES TO CONDENSED FINANCIAL STATEMENTS

per share during periods when the Company has a net loss, because the holders of participating securities are not required to absorb losses.

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

Basic net income (loss) per common share is computed by dividing net income (loss) 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.

There were no dilutive securities outstanding during the three or six months ended June 30, 2025, because of the net loss for the periods.

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

For the Three Months Ended

Net income (loss) attributable to participating securities

For the Six Months Ended

Net income (loss) income

( 8,690,919 )

Net income allocated to preferred shareholders

( 12,174,452 )

Net income (loss) available to common shareholders

dividends on preferred stock

( 1,533,775 )

undistributed earnings allocated to participating preferred stock

( 15,892,379 )

( 21,378,486 )

Net income (loss) available to common shareholders - basic

( 8,788,086 )

( 12,271,619 )

undistributed earnings reallocated to common upon assumed exercise/vesting of dilutive securities

Net income (loss) available to common stockholders - diluted

( 8,788,086 )

( 12,271,619 )

Denominator (weighted average quantities):

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Net Income (Loss) Per Common Share

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

For the Three Months Ended

Convertible debt

HYPERION DEFI, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

The following securities are excluded from the calculation of weighted average diluted shares of common stock for the three and six months ended June 30, 2026 and 2025, because their inclusion would have been anti-dilutive:

For the Three Months Ended

For the Six Months Ended

Unvested restricted stock units

Series A convertible preferred

(1) Excludes shares issuable upon conversion of the Series A Convertible Preferred Stock, whose effect is reflected in diluted earnings per share under the two-class method.

Note 5 – Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following:

USDC holdings

Prepaid insurance expenses

Payroll tax receivable

Prepaid general and administrative expenses

Prepaid patent expenses

Total prepaid expenses and other current assets

USD Coin (“USDC”) is a U.S.

dollar–denominated payment stablecoin issued by Circle Internet Group, Inc., which the Company uses to settle certain digital asset transactions, including purchases of HYPE, contracts under its OTC options strategy, and fees received under its temporary HAUS agreements.

USDC is accounted for as a financial instrument that can be redeemed one USDC for one U.S.

dollar on demand from the issuer and is not within the scope of ASC 350-60.

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 .

As of June 30, 2026, the Company had native staked 634,379 HYPE to the KxH validator node.

In the three and six months ended June 30, 2026, the Company recognized revenue of $ 314,116 and $ 512,467 , respectively, from its staking activities which generated 6,166 and 12,593 HYPE tokens, respectively, recognized at fair value.

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.

For the three and six months ended June 30, 2026, the Company recognized revenue of $ 9,586 and $ 55,507 , respectively, from temporary HAUS agreements in the form of cash, cash equivalents, USDC stablecoin and USDH stablecoin.

USDC and USDH stablecoin are presented within “Prepaid expenses and other current assets” in the condensed balance sheets;

the Company does no t hold any USDH stablecoin as of June 30, 2026.

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NOTES TO CONDENSED FINANCIAL STATEMENTS

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 .

Digital Assets Receivable, Digital Intangible Assets Receivable, and Credit Loss Allowance

For three and six months ended June 30, 2026, the Company recognized interest income of $ 147,098 and $ 346,055 , respectively, presented within “Other income (expense)” in the condensed statements of operations, in connection with its digital assets receivable, which includes the amortization of a nonrefundable upfront fee received in connection with digital assets receivable.

On June 3, 2026, all outstanding digital assets receivable were returned to the Company, and the Company does no t have any allowance for credit losses for digital assets receivable as of June 30, 2026.

In the three and six months ended June 30, 2026, the Company recorded a recapture of credit losses of $ 586,774 and $ 405,331 , respectively, from the release of all allowance for credit losses related to its digital assets receivable.

As of June 30, 2026, the Company does no t have any OTC HYPE options or digital intangible assets receivable outstanding.

In the three months ended June 30, 2026, the Company recorded a recapture of credit losses of $ 323,068 from the release of all allowance for credit losses related to its digital intangible assets receivable.

There were no credit losses recognized during the six months ended June 30, 2026.

OTC HYPE Options

In the three and six months ended June 30, 2026, the Company’s net gains on derivative instruments totaled $ 0.1 million and $ 0.2 million, respectively.

As of June 30, 2026, there were no outstanding OTC HYPE options.

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.

During the three months ended June 30, 2026, all of the Company’s Hyperion Rysk Vault Shares with a USDH liquidity pool (such shares bearing the technical name “WHYPE-USDH-USDH-P-H-HL”) were redeemed for USDH and subsequently converted to USDC.

In addition, all of the Company’s Hyperion Rysk Vault Shares with a USDC liquidity pool were redeemed for USDC in the three months ended June 30, 2026.

There were no outstanding options transactions within the IVIV as of June 30, 2026.

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NOTES TO CONDENSED FINANCIAL STATEMENTS

Digital Asset Reconciliation

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

The following table presents changes in the components of the Company’s digital assets from December 31, 2025 to June 30, 2026:

Intangible Assets

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HYPE Purchases

Deposits of USDH into Hyperion Rysk Vault

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

Sales and dispositions of digital assets

( 2,874,699 )

( 2,440,000 )

( 5,314,699 )

Deposits into Hyperion Rysk Vault

Redemptions from Hyperion Rysk Vault

( 1,854,834 )

Deposits of digital assets into liquid staking activities

Receipts of digital assets from liquid staking activities

Net HYPE received from native staking activities (1)

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( 18,746,744 )

Exchange of digital intangible assets receivable for digital intangible assets

( 19,454,154 )

Settlement of digital assets receivable

( 22,528,501 )

Non-cash interest income from digital assets receivable

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( 2,000,525 )

Provision for credit loss

Balance, March 31, 2026

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

Recovery of credit loss

Balance, June 30, 2026

Represents $ 601,964 of net Company revenues, less:

(i) $ 55,506 of revenues receivable included in prepaid expenses and other current assets on the accompanying condensed balance sheet as of June 30, 2026;

(ii) $ 42,223 of net costs previously accrued, and (iii) of $ 22,603 of HYPE receipts included in other income on the accompanying statement of operations for the six months ended June 30, 2026, plus $ 136,284 of HYPE commissions presented separately in this table

Includes $ 21,782,760 and $ 27,915,071 of realized and unrealized gains, respectively.

Includes $ 299,491 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.

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NOTES TO CONDENSED FINANCIAL STATEMENTS

Digital Assets

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

The following table sets forth the units, cost basis and fair value of digital assets held, as shown on the condensed balance sheet as of June 30, 2026:

HYPE digital assets

HPL digital assets

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NOTES TO CONDENSED FINANCIAL STATEMENTS

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:

Carrying Value

WHYPE-USDH-USDH-P-H-HL

Other digital intangible assets

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

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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”.

For the three and six months ended June 30, 2026, the Company reported an impairment loss of $ 0.8 million and $ 2.0 million, respectively, on the condensed statements of operations under “Impairment loss – 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 June 30, 2026:

Carrying Value

Other digital intangible assets

Note 7 – Accrued Expenses and Other Current Liabilities

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Accrued dividend

Accrued professional services

Accrued compensation expense

Outstanding derivative liability

Accrued professional services

Accrued franchise tax

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Total accrued expenses and other current liabilities

HYPERION DEFI, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

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

As of June 30, 2026 and December 31, 2025, notes payable consisted of the following:

June 30, 2026

December 31, 2025

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Notes payable - total

HYPERION DEFI, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

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;

provided for an interest - only period from July 1, 2025 until January 31, 2027 (principal payments begin in February 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:

The effective interest rate on the Avenue Loan was 8.5 % for each of the three and six months ended June 30, 2026, excluding the amortization of the debt discount, and 9.3 % for each of the three and six months ended June 30, 2026, including the amortization of the debt discount.

As of June 30, 2026, total principal under the Avenue Loan consists of original loan principal of $ 8,158,195 , plus $ 350,294 of paid-in-kind interest.

The Avenue Loan matures as follows and includes $ 809,341 of paid-in-kind interest accrued through maturity.

For Years Ending

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

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

During the three months ended June 30, 2026 and 2025, the Company recorded interest expense related to the Avenue Loan of $ 226,368 (which includes $ 55,460 of amortization of debt discount) and $ 528,410 (which includes $ 307,536 of amortization of debt discount), respectively.

During the three months ended June 30, 2026, interest expense in the amount of $ 85,454 was added to the principal balance outstanding.

During the six months ended June 30, 2026 and 2025, the Company recorded interest expense related to the Avenue Loan of $ 449,172 (which includes $ 110,921 of amortization of debt discount) and $ 1,109,909 (which includes $ 585,508 of amortization of debt discount), respectively.

During the six months ended June 30, 2026, interest expense in the amount of $ 169,125 was added to the principal balance outstanding.

FIRST Insurance Funding Loan

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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 .

Interest expense for the three and six months ended June 30, 2026 was $ 7,392 and $ 10,457 , respectively.

HYPERION DEFI, INC.

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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.

HAUS Agreements

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.

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 $ 6.5 million as of June 30, 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;

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

OTC HYPE Options

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

These contracts are collateralized by 20,000 of the

HYPERION DEFI, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

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”).

Joint Validator Operator’s Agreement

On October 27, 2025, the Company entered into a Joint Validator Operator’s Agreement (the “Joint Validator Agreement”) with Kinetiq and MAVAN, 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 L1 blockchain.

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.

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 $ 0.6 million as of June 30, 2026.

Kinetiq will contribute validator operations support, smart contract infrastructure, and stake-routing tooling via its liquid staking protocols, and MAVAN 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.

It includes a revenue-sharing arrangement whereby staking commissions and other validator-level rewards are allocated among Hyperion, Kinetiq and MAVAN, 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

Litigation, 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.

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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.

The Company’s effective income tax rate for the three and six months ended June 30, 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.

During the three months and six months ended June 30, 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 six months ended June30, 2026.

Because the Company continues to maintain a full valuation allowance against its deferred tax assets, this adjustment had no impact on income tax expense for the three or six months ended June 30, 2026 .

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

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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.

On January 5, 2026, and April 6, 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 and 236,318 shares of the Company’s common stock, respectively.

In the three months ended June 30, 2026, there were no conversions of Series A Preferred Stock.

In the six months ended June 30, 2026, 200,000 shares of Series A Preferred Stock were converted into 600,000 of the Company’s common stock.

As of June 30, 2026, 5,235,897 Series A Preferred Stock remain outstanding.

On May 7, 2026, the Company closed a public offering of 2,777,778 common shares and received approximately $ 8.9 million in net proceeds.

On May 13, 2026, the Company sold an additional 132,249 shares of the Company’s common stock, resulting in approximately $ 0.4 million in net proceeds to the Company.

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.

During the three months ended June 30, 2026 and 2025, the Company received approximately $ 1.8 million and $ 2.6 million in proceeds, respectively, net of offering costs of $ 0.1 million and $ 0.1 million, respectively from the sale of 492,783 and 1,323,389 shares of its common stock, respectively, under its at-the-market program.

HYPERION DEFI, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

During the six months ended June 30, 2026 and 2025, the Company received approximately $ 8.5 million and $ 8.2 million in proceeds, respectively, net of offering costs of $ 0.4 million and $ 0.3 million, respectively from the sale of 2,352,776 and 2,450,489 shares of its common stock, respectively, under its at-the-market program.

Series A Preferred Stock Securities Purchase Agreement

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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.

The Series A Preferred Stock has a liquidation preference of $ 50,740,000 as of June 30, 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, which was charged against additional paid in capital during the three and six months ended June 30, 2025.

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.

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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 and six months ended June 30, 2026 and 2025, the Company recorded stock-based compensation expense allocated as follows:

For the Three Months Ended

For the Six Months Ended

Research and development

Selling, general and administrative

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

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

Warrants Outstanding

Warants Exercisable

Remaining Life

HYPERION DEFI, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

During the six months ended June 30, 2026, there were no new issuances, exercises or expirations of warrants.

The following table presents information related to warrants as of June 30, 2026:

Warrants Outstanding

Warrants Exercisable

Remaining Life

Restricted Stock Units

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

A summary of the restricted stock units activity during the six months ended June 30, 2026 is presented below:

RSUs non-vested January 1, 2026

RSUs non-vested March 31, 2026

Vested RSUs undelivered March 31, 2026

RSUs non-vested June 30, 2026

Vested RSUs undelivered January 1, 2026

Vested during the period

Delivered- net of shares withheld for taxes

Shares withheld to satisfy employee tax obligations

Vested RSUs undelivered June 30, 2026

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

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

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

As of June 30, 2026, there was $ 6.4 million of unrecognized stock-based compensation expense related to RSUs which will be recognized over a weighted average period of 1.8 years.

HYPERION DEFI, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

Treasury Stock

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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.

As a result of the retirement, the Company derecognized the treasury shares to additional paid in capital during the six months ended June 30, 2026.

There was no treasury stock activity in the three months ended June 30, 2026.

Note 12 - Segment Reporting

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

The Company had historically operated and managed its business through two operating and reportable segments:

Ophthalmic Technology and Digital Assets.

All operations of the Ophthalmic Technology segment were wound down as of May 31, 2026.

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 CODM has regularly reviewed 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.

Selling, general and administrative expenses and other income (expense), net, were 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 was 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.

The prior Ophthalmic Technology reportable segment no longer meets the quantitative criteria to be presented as a reportable segment under ASC 280-10, and accordingly, its operating results through the period of its wind-down (completed by May 31, 2026) have been included in the Corporate/Other column for the 2026 periods.

The 2025 periods were not required to be recast, and were therefore not recast, since the wind-down of the Ophthalmic Technology segment did not meet the criteria to be presented as a discontinued operation.

HYPERION DEFI, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

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,

The following tables summarize the activity of the Company’s segments for the three and six months ended June 30, 2026 and 2025:

For the Three Months Ended June 30,

Research and Development:

Salaries and benefits

Direct clinical and non-clinical expenses

Facilities expenses

Non-cash stock based compensation expenses

Other expenses (1)

Realized gain - digital assets and digital assets receivable

( 17,859,505 )

Unrealized gain - digital assets

( 16,939,634 )

Unrealized loss - digital intangible assets receivable

Impairment loss - digital intangible assets

Net gain on derivative instruments

Recovery of credit losses

Segment (income) loss

( 35,042,598 )

( 34,984,107 )

Reconciling Items

Selling, general and administrative expense (2)

Impairment of right-of-use assets

Other expense, net (3)

Net Income (Loss)

( 4,091,635 )

( 8,016,341 )

( 8,690,919 )

For the Six Months Ended June 30,

Cost of revenue

Gross Income (Loss)

Research and Development:

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( 27,913,613 )

Unrealized gain – digital intangible assets receivable

Impairment loss - digital intangible assets

Net gain (loss) on derivative instruments

Provision for credit losses

Reacquisition of license rights

Net gain on derivative instruments

Recovery of credit losses

Segment (income) loss

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Selling, general and administrative expense (2)

Other (income) expense, net (3)

Impairment of right-of-use assets

Other expense, net (3)

Net Income (Loss)

2 unchanged sentences

( 10,841,503 )

( 12,174,452 )

HYPERION DEFI, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(1) Other research and development expenses include outsourced engineering and IT systems used for research and development.

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(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

The following table summarizes the segment assets as of June 30, 2026 and December 31, 2025:

June 30, 2026

December 31, 2025

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All other assets

HYPERION DEFI, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

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.

Subsequent to June 30, 2026, the Company purchased approximately 7,500 HYPE digital tokens for a cost of approximately $ 0.5 million.

The purchased HYPE has subsequently been used as collateral for OTC HYPE options and is held by an institutional derivative counterparty.

Subsequent to June 30, 2026, the Company entered into additional OTC HYPE options agreements with 250,000 kHYPE being held by institutional derivative counterparties as collateral.

Subsequent to June 30, 2026, the Company redeemed approximately 55,434 kHYPE for approximately 56,682 HYPE.

The fair value price of HYPE has declined from approximately $ 65.00 as of June 30, 2026 to $ 55.40 as of August 10, 2026, which corresponds to a fair value decline on our approximately 1.1 million tokens of HYPE digital assets held as of June 30, 2026 of approximately $ 10.9 million.

Hyperion Rysk Vault Activity

Subsequent to June 30, 2026, the Company delivered approximately $ 1.1 million USDC to the Hyperion Rysk Vault.

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.

On July 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 235,618 shares of the Company’s common stock.

HAUS Agreement with Skew

On July 15, 2026, the Company entered into a HAUS Agreement with Skew Technologies, Inc.

The Company agreed to supply 500,000 HYPE tokens to support custom markets on Hyperliquid’s permissionless infrastructure.

The Company will be entitled to earn a portion of the trading fees generated on these markets as income, plus 100 % of staking rewards.

The agreement has an initial term of 52 weeks and is automatically renewable for successive 26 -week periods unless either party provides notice of termination within 60 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.

HYPERION DEFI, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

HAUS Agreement with Bursa

On August 10, 2026, the Company entered into a HAUS Agreement with Bursa Global, Inc.

The Company agreed to supply 500,000 HYPE tokens to support custom markets on Hyperliquid’s permissionless infrastructure.

The Company will be entitled to earn fees from Bursa plus 100 % of staking rewards.

HyperLend Loan

On July 17, 2026, the Company entered into a lending arrangement pursuant to a Facility Schedule dated July 16, 2026 (“Facility”) to the Master Facility Agreement between HyperLend and the Company, dated June 6, 2026, whereby HyperLend facilitates loans through its platform, the Company acts as lender and a privately-held fund (the “Borrower”) is the borrower.

The Facility provides for a principal amount of up to $ 1.0 million, denominated in USDC.

The Facility has a term of one month and bears a fixed interest rate of 8.0 % per annum payable to the Company.

Accrued interest and principal is due at maturity, subject to earlier repayment provisions.

The Borrower’s obligations are collateralized by digital assets consisting of natively staked HYPE tokens, which are subject to a security interest and related control rights in favor of HyperLend, acting for itself and for the benefit of the Company.

The collateral arrangements are governed by the Facility and an Account Control Agreement among Anchorage Digital Bank N.A.

(as the custodian), the Borrower (as pledgor) and HyperLend (as secured party for itself and for the benefit of the Company).

The terms of the loan arrangement include customary margin maintenance, liquidation, and collateral monitoring provisions, including specified loan-to-value thresholds and liquidation triggers.

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

What changed 10-Q

Item 1. Financial Statements