What changed in this filing

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Item 1. Financial Statements

2025-08-13 compared with 2025-05-19 · 343 added, 129 removed, 234 unchanged (67% of the section changed)

Financial Statements.

EYENOVIA, INC.

HYPERION DEFI, INC.

Condensed Balance Sheets

1 unchanged sentence

Cash and cash equivalents

License fee and expense reimbursements receivable

Security deposits, current

Deposit to be refunded

Prepaid expenses and other current assets

Total Current Assets

HYPE digital tokens

Property and equipment, net

Security deposits, non-current

Operating lease right-of-use asset

Liabilities and Stockholders’ Deficiency

Liabilities and Stockholders’ Equity (Deficiency)

Current Liabilities:

Accounts payable

Accrued compensation

Accrued inducement grant

Accrued former licensor obligations

Accrued expenses and other current liabilities

Operating lease liabilities - current portion

Notes payable - current portion, net of debt discount of $ 56,954 and $ 527,870 as of March 31, 2025 and December 31, 2024, respectively

Convertible notes payable - current portion, net of debt discount of $ 723,725 and $ 263,930 as of March 31, 2025 and December 31, 2024, respectively

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

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

Total Current Liabilities

Notes payable - non-current portion, net of debt discount of $ 654,151 and $ 0 as of June 30, 2025 and December 31, 2024, respectively

Operating lease liabilities - non-current portion

1 unchanged sentence

Commitments and contingencies (Note 10)

Stockholders’ Deficiency:

Stockholders’ Equity (Deficiency):

Preferred stock, $ 0.0001 par value, 6,000,000 shares authorized;

0 shares issued and outstanding as of March 31, 2025 and December 31, 2024

Series A Non-Voting Convertible Preferred Stock, 5,435,898 shares designated, and 5,435,897 and 0 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

Common stock, $ 0.0001 par value, 300,000,000 shares authorized;

2,830,546 and 1,506,369 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively

4,854,827 and 1,506,369 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

Additional paid-in capital

2 unchanged sentences

( 195,309,992 )

Total Stockholders’ Deficiency

( 9,714,001 )

Total Stockholders’ Equity (Deficiency)

( 13,095,952 )

Total Liabilities and Stockholders’ Deficiency

Total Liabilities and Stockholders’ Equity (Deficiency)

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

EYENOVIA, INC.

HYPERION DEFI, INC.

Condensed Statements of Operations

For the Three Months Ended

For the Six Months Ended

Operating Income

Cost of revenue

Gross Profit (Loss)

Operating Expenses:

Research and development

General and administrative

Reversion of license rights

Selling, general and administrative

Reacquisition of license rights

Total Operating Expenses

2 unchanged sentences

( 11,688,344 )

( 11,383,975 )

( 21,955,168 )

Other Income (Expense):

Other (expense) income, net

Gain on extinguishment of debt

Other income (expense), net

Gain on debt extinguishment

Change in fair value of equity consideration payable

Interest expense

( 1,109,909 )

( 1,352,659 )

Interest income

Total Other Expense

Total Other Income (Expense)

( 8,690,919 )

( 11,053,699 )

( 12,174,452 )

( 21,975,800 )

Dividend to preferred stockholders

Net Loss Attributable to Common Stockholders

( 8,788,086 )

( 11,053,699 )

( 12,271,619 )

( 21,975,800 )

Net Loss Per Share - Basic and Diluted

Shares Outstanding - Basic and Diluted

Weighted Average Shares Outstanding - Basic and Diluted

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

EYENOVIA, INC.

Condensed Statements of Changes in Stockholders’ (Deficiency) Equity

For the Three Months Ended March 31, 2025

HYPERION DEFI, INC.

Condensed Statements of Changes in Stockholders’ Equity (Deficiency)

For the Three and Six Months Ended June 30, 2025

Preferred Stock

Stockholders’

(Deficiency) Equity

Equity (Deficiency)

Balance - January 1, 2025

2 unchanged sentences

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

Stock-based compensation

Induced exercise of stock warrants [2]

Reverse stock split settlement of fractional shares

Warrant modification and additional warrants - incremental value [3]

Warrant modification and additional warrants - in issuance costs for inducement [4]

( 1,194,102 )

Stock-based compensation

( 3,483,533 )

3 unchanged sentences

( 9,714,001 )

For the Three Months Ended March 31, 2024

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

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

Issuance of common stock from exercise of warrants

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

Issuance of common stock from the partial conversion of note payable

Warrants issued in consideration for debt modification

Stock-based compensation

( 8,690,919 )

Preferred stock dividend

Balance - June 30, 2025

( 207,484,444 )

For the Three and Six Months Ended June 30, 2024

Preferred Stock

Stockholders’

Equity (Deficiency)

Balance - January 1, 2024

6 unchanged sentences

( 156,413,660 )

Issuance of common stock in registered direct offering [6]

Issuance of common stock as consideration for licensing agreement [7]

Issuance of common stock as consideration for reacquisition of licensing agreement [8]

Issuance of common stock in At the Market offering [9]

Stock-based compensation

( 11,053,699 )

Balance - June 30, 2024

( 167,467,359 )

( 2,369,903 )

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

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

[3] Incremental value from the warrant inducement entered into on January 16, 2025 (see Note 9 – Stockholders’ Equity).

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

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

See Note 11 - Stockholders’ Equity (Deficiency).

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

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

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

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

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

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

[9] Includes gross proceeds of $ 1,728,804 less total issuance costs of $ 51,865 .

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

EYENOVIA, INC.

HYPERION DEFI, INC.

Condensed Statements of Cash Flows

For the Three Months Ended

For the Six Months Ended

Cash Flows From Operating Activities

2 unchanged sentences

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

Stock-based compensation

Stock-based compensation - accrued inducement grant

Stock-based compensation - other

Change in fair value of equity consideration payable

( 1,240,800 )

Depreciation of property and equipment

2 unchanged sentences

Write-down of inventories to net realizable value

Provision for defective clinical supply settlement

Reacquisition of license rights

Amortization of operating lease

2 unchanged sentences

Changes in operating assets and liabilities:

Deposit to be refunded

Prepaid expenses and other current assets

License fee and expense reimbursements receivables

Deferred clinical supply costs

Accounts payable

Accrued compensation

( 1,053,087 )

Accrued expenses and other current liabilities

5 unchanged sentences

Purchases of property and equipment

Purchases of HYPE digital tokens

( 45,500,000 )

Net Cash Used In Investing Activities

( 45,522,959 )

Cash Flows From Financing Activities

Proceeds from sale of common stock and warrants in direct offering

Payment of direct offering costs

Proceeds from sale of preferred stock and warrants in private placement

Payment of private placement issuance costs

Proceeds from sale of common stock in At the Market offering

2 unchanged sentences

Payment of cash issuance costs for induced exercise of stock warrants

Proceeds from exercise of stock warrants

Reverse stock split settlement of fractional shares

1 unchanged sentence

Repayments of notes payable

( 1,463,438 )

( 1,082,439 )

Net Cash Provided By Financing Activities

4 unchanged sentences

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

EYENOVIA, INC.

HYPERION DEFI, INC.

Condensed Statements of Cash Flows, continued

For the Three Months Ended

For the Six Months Ended

Supplemental Disclosure of Cash Flow Information:

6 unchanged sentences

Modification date fair value of modified Avenue Loan

Warrants issued for debt modification

Warrant modification and additional warrants - incremental value

Conversion of Avenue Loan to common stock

Common stock issued in consideration for licensing agreement

Common stock issued in consideration for reacquisition of licensing agreement

Issuance of common stock related to vested restricted stock units

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

EYENOVIA, INC.

HYPERION DEFI, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

Note 1 – Business Organization, Nature of Operations and Basis of Presentation

Eyenovia, Inc., (“Eyenovia” or the “Company”) is an ophthalmic technology company developing a proprietary Optejet® topical ophthalmic medication dispensing platform.

In November 2024, the Company received a negative clinical trial result in its development-stage drug-device combination product, MicroPine.

As a result, the Company restructured, minimized expenses and engaged with an investment bank to explore strategic options in order to maximize shareholder value.

The Company has paused the national sales roll-out of its products clobetasol propionate and Mydcombi® until additional resources can be obtained.

At the same time, the Company accelerated development efforts relating to the Optejet.

Hyperion DeFi, Inc.

(“Hyperion DeFi” or the “Company”), formerly known as Eyenovia, Inc., is the first U.S.

publicly listed company building a long-term strategic treasury of HYPE as well as a pioneering digital ophthalmic technology company.

Hyperion DeFi is working to provide its shareholders with simplified exposure to the Hyperliquid ecosystem, which we believe to be one of the fastest-growing, highest revenue-generating blockchains in the world.

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

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

Hyperliquid supports fully on-chain perpetual futures and spot order books, operating with block times of approximately 70 milliseconds.

Hyperion DeFi’s new strategy is designed to allow shareholders to benefit from a gradually compounding exposure to HYPE, both from its native staking yield and additional revenues generated from its unique on-chain utility.

Hyperion DeFi is also completing development of its proprietary Optejet User Filled Device, designed to work with a variety of topical ophthalmic liquids, including artificial tears and lens rewetting products.

The Optejet is especially useful in chronic front-of-the-eye diseases due to its ease of use, enhanced safety and tolerability, and potential for superior compliance monitoring versus standard eye drops.

Together, these benefits may result in higher treatment compliance and better outcomes for patients and providers.

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

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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, 2025 and for the three months ended March 31, 2025 and 2024.

The results of operations for the three months ended March 31, 2025 are not necessarily indicative of the operating results for the full year ending December 31, 2025 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, 2025 and for the three and six months ended June 30, 2025 and 2024.

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

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

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

Basis of Presentation

On January 31, 2025, the Company effected a reverse stock split of its common stock at a ratio of 1-for-80 (the “Reverse Split”).

3 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 financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect the Reverse Split and adjustment of the conversion price or exercise price of each outstanding equity award, convertible security and warrant as if the transaction had occurred as of the beginning of the earliest period presented.

Note 2 – Going Concern

The Company expects to continue to incur cash outflows from operations for the near future.

These circumstances raise substantial doubt about the Company’s ability to continue as a going concern for at least one year from the date that these financial statements are issued.

Implementation of the Company’s plans and its ability to continue as a going concern will depend upon the Company’s ability to generate sufficient recurring revenues, the Company’s ability to raise further capital, through the sale of additional equity or debt securities or the completion of a transaction consistent with the strategic alternatives that we are exploring or otherwise, to support its future operations.

If the Company is unable to generate sufficient recurring revenue, secure additional capital or complete a strategic transaction, it may be required to curtail its research and development initiatives, take additional measures to reduce costs in order to conserve its cash or file for bankruptcy.

EYENOVIA, INC.

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.

HYPERION DEFI, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

Note 2 – Management’s Liquidity Plans

The Company’s primary source of liquidity has historically been cash generated from equity offerings and debt, along with periodic revenue generated from licensing agreements.

Under ASC Subtopic 205-40, Presentation of Financial Statements—Going Concern, the Company has the responsibility to evaluate whether conditions and/or events raise substantial doubt about its ability to meet future financial obligations as they become due within one year after the date that these financial statements are issued.

Since the Company’s inception, it has had a history of recurring net losses from operations, recurring use of cash in operating activities and working capital deficits.

As of June 30, 2025, the Company had a working capital deficit of $ 923,797 .

For the six months ended June 30, 2025, the Company had a net loss of $ 12,174,452 and cash used in operating activities of $ 7,889,797 .

These factors raise substantial doubt about the Company’s ability to meet its obligations as they become due within the twelve months from the date these condensed financial statements are issued.

Management’s plans to mitigate the factors which raise substantial doubt include (i) reducing operating expenses upon the anticipated registration by the U.S.

Food and Drug Administration of the Optejet User Filled Device, (ii) raising additional funds through future financings, and (iii) if necessary, sales of HYPE digital tokens to fund operations.

Management’s plan is expected to alleviate the substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements.

Note 3 – Summary of Significant Accounting Policies

The Company disclosed its significant accounting policies in Note 2 – Summary of Significant Accounting Policies included in the 2024 Form 10-K.

There have been no material changes to the Company’s significant accounting policies during the three months ended March 31, 2025, except as disclosed below.

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

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 condensed financial statements.

As of March 31, 2025, the Company had no Treasury bills with original maturity dates of three months or less.

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents in the financial statements.

The Company has cash deposits in financial institutions that, at times, may be in excess of Federal Deposit Insurance Corporation (“FDIC”) insurance limits.

The Company has not experienced losses in such accounts and periodically evaluates the creditworthiness of its financial institutions.

As of March 31, 2025, the Company had cash and cash equivalent balances in excess of FDIC insurance limits of $ 3,509,980 .

As of June 30, 2025, the Company had cash and cash equivalent balances in excess of FDIC insurance limits of $ 7,158,274 .

Digital Assets

The Company follows Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No.

2023-08, Intangibles - Goodwill and Other - Crypto Assets (Subtopic 350-60):

Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”), to account for digital assets, ASU 2023-08 requires an entity to measure certain digital assets at fair value and provides guidance for disclosures related to digital assets.

The Company recognizes HYPE digital tokens at fair value (see Note 6 – HYPE Digital Tokens).

The Company has separately determined that gains or losses on digital assets held as a long-term investment are not related to its core operations, and therefore classifies all gains and losses on the remeasurement of these digital assets as non-operating income or expense in its financial statements.

HYPE digital tokens are a treasury asset with the intention to be held as a long-term investment.

Digital assets are valued using prices as reported on the Company’s principal market as of the date and time of determination.

Reclassifications

Certain prior period balances have been reclassified in order to conform to the current period presentation.

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

HYPERION DEFI, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

Note 4 - Net Loss Per Share of Common Stock

The Company’s net income (loss) per share is calculated using the two-class method in accordance with ASC Topic 260, Earnings Per Share.

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

The Company’s Series A Preferred Stock (see Note 11 - Stockholders’ Equity (Deficiency) – Securities Purchase Agreement) are deemed to be participating securities due to their rights to participate in dividends with common stock.

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

Basic net loss per share of common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, plus fully vested shares that are subject to issuance for little or no monetary consideration.

2 unchanged sentences

For the Three Months Ended

For the Six Months Ended

Net loss attributable to common stockholders

1 unchanged sentence

( 11,053,699 )

( 12,271,619 )

( 21,975,800 )

Denominator (weighted average quantities):

Common shares issued

Undelivered vested restricted stock units

Undelivered vested restricted shares

Denominator for basic and diluted net loss per share

1 unchanged sentence

The following securities are excluded from the calculation of weighted average diluted shares of common stock because their inclusion would have been anti-dilutive:

Common stock purchase warrants

Stock options

Convertible notes

1 unchanged sentence

Total potentially dilutive shares

Beginning April 1, 2025, $ 10 million of principal of the Avenue Loan (see Note 6 - Notes Payable and Convertible Notes Payable) will be convertible into 5,923,285 additional shares of common stock at a conversion price of $ 1.68 per share.

EYENOVIA, INC.

HYPERION DEFI, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

Note 5 – Prepaid Expenses and Other Current Assets

As of March 31, 2025 and December 31, 2024, prepaid expenses and other current assets consisted of the following:

Prepaid expenses and other current assets consisted of the following:

Prepaid insurance expenses

Payroll tax receivable

Prepaid general and administrative expenses

Prepaid rent and security deposit

Payroll tax receivable

Prepaid patent expenses

Prepaid research and development expenses

Total prepaid expenses and other current assets

Note 6 – HYPE Digital Tokens

The Company’s digital assets are comprised solely of HYPE digital tokens which the Company began purchasing in June 2025.

In June 2025, the Company purchased a total of 1,306,452 HYPE digital tokens at a total cost of $ 45.5 million, which based upon the proximity of purchases to quarter end, is representative of fair value as of June 30, 2025.

Note 7 – Accrued Inducement Grant

On June 17, 2025, the Company entered into an employment agreement with an executive which included a commitment to issue a fully vested inducement grant of 500,000 shares of common stock of the Company.

The fair value of the shares to be issued at the contract date (June 17, 2025) was $ 3,485,000 based on the closing price of the Company’s common stock of $ 6.97 per share.

At June 30, 2025, the mark-to-market increase in the fair value of the shares to be issued was $ 1,705,000 , based on the closing price of the Company’s common stock of $ 10.38 per share, resulting in a total fair value of $ 5,190,000 which shares had not been issued as of June 30, 2025.

Note 8 – Accrued Expenses and Other Current Liabilities

As of March 31, 2025 and December 31, 2024, accrued expenses and other current liabilities consisted of the following:

Accrued intangible asset milestone obligation

Accrued expenses and other current liabilities consisted of the following:

Accrued licensee reimbursement

Accrued offering costs

Accrued rework of clinical supply returns

Accrued equipment costs

Accrued loan interest

Accrued fixed asset disposal costs

Accrued professional services

Accrued deposit for cancelled equipment orders

Accrued franchise tax

Credit card payable

Accrued research and development expenses

Accrued dividend

Accrued legal settlement

Accrued compensation expense

Accrued fixed asset disposal costs

Accrued clinical studies costs

Total accrued expenses and other current liabilities

Accrued Former Licensor Obligations

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

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

On June 6, 2025 (the “Termination Date”), the Company and Formosa entered into the Mutual Termination Agreement, whereby the License Agreement (and all other agreements between the Company and Formosa)

HYPERION DEFI, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

would be terminated, subject to certain terms and conditions.

Formosa and the Company each agreed to provide the other party with a release of all claims, including Formosa releasing the Company from total obligations of $ 2.2 million.

The Company met the conditions to be released from the obligations in July 2025 and the liabilities were extinguished at that time.

Note 9 – Notes Payable and Convertible Notes Payable

As of March 31, 2025 and December 31, 2024, notes payable and convertible notes payable consisted of the following :

March 31, 2025

Notes payable and convertible notes payable consisted of the following:

June 30, 2025

December 31, 2024

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Avenue - Convertible note payable

Total current notes payable

On February 21, 2025, the Company entered into a second amendment (the “Second Amendment”) of the Loan and Security Agreement (the “Avenue Loan Agreement”) with Avenue Venture Opportunities Fund, L.P., (“Avenue 1”) and Avenue Venture Opportunities Fund, L.P.

II, (“Avenue 2”), (together “Avenue” or the “Lender”) whereby the Lender agreed to defer principal and interest payments on amounts outstanding until the end of September 2025.

Deferred interest will accrue on the outstanding principal amount at the interest rate stated in the original Avenue Loan.

EYENOVIA, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

Under the Second Amendment, the Company has agreed to use a portion of the proceeds from the at-the-market offering (see Note 8 – Stockholders’ Equity, At-The-Market Offering) to pay down the outstanding principal amount under the Avenue Loan Agreement as follows:

a) until the Company raises $ 3.0 million of aggregate proceeds, 65 % of the proceeds shall be remitted to the Lenders as a payment in respect of the outstanding principal amount, and b) after the Company raises $ 3.0 million of aggregate proceeds, 75 % of the proceeds shall be remitted to the Lenders as a payment in respect of the outstanding principal amount.

In connection with the Second Amendment, the Company owed Avenue $ 0.8 million in gross proceeds received from the at-the-market offering for the period from February 21, 2025 to March 31, 2025, which was equivalent to 65 % of the proceeds raised.

Accordingly, $ 0.2 million was paid prior to March 31, 2025 and $ 0.6 million was paid subsequent to March 31, 2025.

Pursuant to the Second Amendment, at any time on or after April 1, 2025, the Lenders also have the right, in their discretion, but not the obligation, to convert an aggregate amount of up to $ 10.0 million of the aggregate principal amount under the Avenue Loan Agreement into shares of the Company’s common stock, at a conversion price equal to $ 1.68 per share.

The modification of the Avenue Loan was accounted for as an extinguishment, due to the addition of a substantive conversion option.

First Quarter 2025 Amendment

On February 21, 2025, the Company entered into a Second Amendment (the “Second Amendment”) to Supplement to the Loan and Security Agreement (the “Avenue Loan Agreement”) with Avenue Venture Opportunities Fund, L.P., and Avenue Venture Opportunities Fund II, L.P., (together “Avenue” or the “Lenders”) whereby the Lenders agreed to defer principal and interest payments on amounts outstanding until the end of September 2025.

Deferred interest continued to accrue on the outstanding principal amount at the interest rate stated in the original Avenue Loan Agreement.

Under the Second Amendment, the Company agreed to use a portion of the proceeds from its at-the-market offering (see Note 11 – Stockholders’ Equity, At-The-Market Offering) to pay down the outstanding principal amount under the Avenue Loan Agreement as follows:

a) until the Company raised $ 3.0 million of aggregate proceeds, 65 % of the proceeds would be remitted to the Lenders as a payment in respect of the outstanding principal amount, and b) after the Company raised $ 3.0 million of aggregate proceeds, 75 % of the proceeds would be remitted to the Lenders as a payment in respect of the outstanding principal amount.

In connection with the Second Amendment, the Company paid Avenue $ 1.7 million in net proceeds, of which $ 1.4 million was applied to principal and $ 0.3 million was applied to interest, received from the at-the-market offering for the period from February 21, 2025 to June 17, 2025, which was equivalent to 65 % of the proceeds raised less a negotiated adjustment of $ 0.3 million.

This requirement was eliminated in conjunction with the Fourth Amendment to Supplement to the Avenue Loan Agreement (the “Fourth Amendment”) executed on June 17, 2025.

Pursuant to the Second Amendment, at any time on or after April 1, 2025, the Lenders also had the right, at their discretion, but not the obligation, to convert an aggregate amount of up to $ 10.0 million of the aggregate principal amount under the Avenue Loan Agreement into shares of the Company’s common stock, at a conversion price equal to $ 1.68 per share.

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

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

The Second Amendment of the Avenue Loan was accounted for as an extinguishment, due to the addition of the substantive conversion option.

Accordingly, the $ 10.3 million modification date carrying value of the pre-modification Avenue Loan was derecognized and the $ 10.2 million modification date fair value of the post-modification Avenue Loan was recognized, resulting in the recording of a $ 0.1 million extinguishment gain.

3 unchanged sentences

and (b) risk-free rate of 4.2 %.

Second Quarter 2025 Amendments

On May 30, 2025, the Company entered into the Third Amendment to Supplement to the Avenue Loan Agreement (the “Third Amendment”).

Pursuant to the Third Amendment, the conversion rights provided to the Lenders under the Second Amendment were revised to restrict the Lenders from exercising such conversion right if doing so would cause the Lenders and their affiliates to beneficially own more than 9.99 % of the Company’s outstanding shares of common stock immediately after the conversion.

The Lenders had the ability to increase or decrease the beneficial ownership limitation up to a maximum of 19.99 % of the Company’s outstanding

HYPERION DEFI, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

shares of common stock with a written notice to the Company and provided that such an increase in the beneficial ownership limitation would not have been effective until 61 st day following the written notice.

Additionally, the Third Amendment provided that if a significant corporate event occured (such as a merger, asset sale, or stock recapitalization) while the conversion option remained in effect, the Lenders would have retained the right to convert the loan as if the conversion had occurred immediately prior to such event.

The Company determined that the Third Amendment should be accounted for as a modification and continuation of the existing indebtedness.

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

On June 17, 2025, the Company entered into the Fourth Amendment which, among other things, extended the maturity date of the loans to July 1, 2028;

provided for an interest-only period from July 1, 2025 until January 31, 2027;

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

eliminated the option to convert an aggregate amount of up to $ 10.0 million of the loans outstanding into shares of common stock;

eliminated the final payment of $ 637,500 ;

and provided the Company with the option to prepay the debt owed under the Avenue Loan Agreement.

In connection with the Fourth Amendment, the Company issued to the Lenders warrants (the “Lender Warrants”) to purchase an aggregate of 350,000 shares of common stock.

The Lender Warrants are exercisable immediately and may be exercised for five years from the initial issuance date at an exercise price of $ 4.00 per share.

The Lender Warrants, if still outstanding at the expiration date, will be automatically exercised on a cashless basis.

The Company determined that the Lender Warrants should be equity classified and valued the Lender Warrants at $ 858,270 using the Black-Scholes option pricing model using the following inputs (common stock market price of $ 2.97 ;

volatility of 124 %;

dividend rate of 0.00 % and risk-free rate of 3.99 %).

The Company determined that the Fourth Amendment should be accounted for as a troubled debt restructuring.

Because the remaining undiscounted cash flows of the Avenue Loan exceed the June 17, 2025 carrying value, no gain will be recognized and a new effective interest rate was established based on the new carrying value of the Avenue Loan and the amended cash flows.

Finally, the $ 858,270 value of the Lender Warrants was capitalized as additional debt discount and will be amortized over the new term of the Avenue Loan.

Note 10 – Commitments and Contingencies

2 unchanged sentences

The Company records legal costs associated with loss contingencies as incurred and accrues for all probable and estimable settlements.

Note 9 – Stockholders’ Equity

Note 11 – Stockholders’ Equity (Deficiency)

Increase of 2018 Omnibus Stock Incentive Plan Shares

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

At-The-Market Offering

During the three months ended March 31, 2025, the Company received approximately $ 5.7 million in net proceeds from the sale of 1,127,100 shares of its common stock pursuant to the sales agreement with Chardan Capital Markets, LLC (“Chardan”) in its “at-the-market” offering.

EYENOVIA, INC.

During the three and six months ended June 30, 2025, the Company received approximately $ 2.6 million and $ 8.2 million, respectively, in net proceeds from the sale of 1,323,389 and 2,450,489 shares of its common stock pursuant to the sales agreement with Chardan Capital Markets, LLC (“Chardan”) in its “at-the-market” offering.

HYPERION DEFI, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

1 unchanged sentence

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

For the three months ended March 31, 2025 and 2024, the Company recorded stock-based compensation expense allocated as follows:

For the three and six months ended June 30, 2025, the balance in selling, general and administrative includes the expense of $ 5,190,000 resulting from the accrued inducement grant (see Note 7 – Accrued Inducement Grant).

For the three months and six months ended June 30, 2025 and 2024, 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

Restricted Stock Units

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

RSUs non-vested January 1, 2025

RSUs non-vested June 30, 2025

Vested RSUs undelivered June 30, 2025

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

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

As of June 30, 2025, there was $ 267,838 of unrecognized stock-based compensation expense related to RSUs which will be recognized over a weighted average period of 0.7 years.

June 2025 Series A Preferred Stock Securities Purchase Agreement

On June 17, 2025, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with institutional accredited investors whereby the Company offered units consisting of a share of Series A Non-Voting Convertible Preferred Stock (“Series A Preferred Stock”) and a warrant to purchase six shares of common stock.

On June 20, 2025, the closing date, the investors were issued an aggregate of 5,128,205 shares of Series A Preferred Stock at a price of $ 9.75 per share for aggregate consideration of $ 50,000,000 .

Each share of Series A Preferred Stock is convertible into three shares of common stock.

The Series A Preferred Stock has a par value of $ 0.0001 per share.

Additionally, the Investors were issued five-year warrants exercisable into an aggregate of 30,769,230 shares of common stock at an exercise price of $ 3.25 per share exercisable beginning on December 21, 2025.

On June 20, 2025, the Company filed a Certificate of Designation of Preferences, Rights and Limitations to provide for the designation of 5,435,898 shares of Series A Preferred Stock.

The key features of the Series A Preferred Stock are that it (a) is convertible into common stock at the option of the holder at $ 3.25 per share;

(b) accrues quarterly cumulative dividends at 6 % per annum payable in cash or common stock at the Company’s option;

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

and (e) has a liquidation preference of $ 50,097,167 as of June 20, 2025, equal to the original purchase price, plus any accrued and unpaid dividends.

HYPERION DEFI, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

The Company incurred cash issuance costs of $ 634,251 in connection with the Purchase Agreement.

In addition, the placement agent as compensation for its services, received securities valued at $ 3.0 million, consisting of 307,692 shares of Series A Preferred Stock and five-year warrants to purchase 1,846,153 shares of common stock at an exercise price of $ 3.25 per share exercisable beginning on December 21, 2025.

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

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

6 unchanged sentences

The table below presents the assumptions that were used before and after the modification date.

There was no warrant activity other than on the modification date and there was no warrant activity in the three months ended March 31, 2024.

There was no warrant activity other than on the modification date and there was no warrant activity in the six months ended June 30, 2024.

The following inputs were utilized to value the warrants for the Inducement Offer:

2 unchanged sentences

Risk free interest rate

Expected term

Expected volatility

Expected dividends

EYENOVIA, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

A summary of the warrant activity during the three months ended March 31, 2025 is presented below:

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

Outstanding January 1, 2025

1 unchanged sentence

Repriced - (New)

Outstanding March 31, 2025

Exercisable March 31, 2025

The following table presents information related to warrants as of March 31, 2025:

Outstanding June 30, 2025

Exercisable June 30, 2025

HYPERION DEFI, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

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

Warrants Outstanding

1 unchanged sentence

Remaining Life

As a result of stockholder approval on January 21, 2025, these warrants became exercisable as of the approval date.

These warrants became exercisable on January 1, 2025.

Restricted Stock Units

On February 5, 2025, the Company granted 240,000 RSUs in the aggregate to consultants and employees.

The RSUs vest on the earliest of (i) one year from the date of issuance, (ii) a change in control of the Company, and (iii) with respect to employees, the date on which their employment with the Company is terminated, other than by such employee’s voluntary resignation.

The RSUs had a grant date fair value of $ 381,600 , which will be recognized over the vesting period.

EYENOVIA, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

A summary of the RSU activity during the three months ended March 31, 2025 is presented below:

RSUs non-vested January 1, 2025

RSUs non-vested March 31, 2025

Vested RSUs undelivered March 31, 2025

As of March 31, 2025, there was $ 399,753 of unrecognized stock-based compensation expense related to RSUs which will be recognized over a weighted average period of 0.2 years.

Note 12 - Segment Reporting

3 unchanged sentences

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

EYENOVIA, INC.

HYPERION DEFI, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

The Company’s significant expenses reviewed by the CODM for the three months ended March 31, 2025 and 2024 are as follows:

The following tables summarize the activity of the ophthalmic technology operations for the three and six months ended June 30, 2025 and 2024 are as follows:

For the Three Months Ended

June 30, 2025

June 30, 2024

Operating Income

Cost of revenue

Operating Expenses

Research and development:

Salaries and benefits

Direct clinical and non-clinical expenses

Facilities expenses

Non-cash stock based compensation expenses

Supplies and materials

Facilities expenses

Direct clinical and non-clinical expenses

Other expenses

Supplies and materials

Depreciation expense

Total research and development

Selling, general, and administrative

Non-cash stock based compensation

Professional fees

Salaries and benefits

Non-cash stock based compensation

Insurance expense

Other expenses (2)

Investor relations

Director fees and expense

Other expenses

Facilities expense

Sales and marketing

Travel, lodging and meals

Total selling, general, and administrative

Reacquisition of license rights

Total Operating Expenses

Segment Net Loss

( 3,150,899 )

( 5,202,383 )

( 8,353,282 )

( 11,688,344 )

Other (Expense) Income

Other segment income (expense) (1)

Total Other Expense, net

( 3,488,536 )

( 5,202,383 )

( 8,690,919 )

( 11,053,699 )

HYPERION DEFI, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

For the Six Months Ended

June 30, 2025

June 30, 2024

Operating Income

Cost of revenue

Operating Expenses

Research and development:

Salaries and benefits

Non-cash stock based compensation expenses

Facilities expenses

Direct clinical and non-clinical expenses

Other expenses

Supplies and materials

Depreciation expense

Total research and development

Selling, general, and administrative

Non-cash stock based compensation

Professional fees

Salaries and benefits

Insurance expense

Investor relations

Director fees and expense

Other expenses

Facilities expense

1 unchanged sentence

Travel, lodging and meals

Total selling, general, and administrative

Reacquisition of license rights

Total Expense

Loss from Operations

Total Operating Expenses

Segment Net Loss

( 6,181,592 )

( 11,383,975 )

Other (expense) income, net (3)

( 21,955,168 )

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

Other selling, general, and administrative expenses include state licenses and corporate taxes, Nasdaq / SEC fees, and software services.

All other items include interest expense, net of interest income, gain on extinguishment of debt and other non operating expenses, net of non operating income.

Other (Expense) Income

Other segment income (expense) (1)

Total Other Expense, net

( 6,972,069 )

( 5,202,383 )

( 12,174,452 )

( 21,975,800 )

June 30, 2025

December 31, 2024

Segment Assets

Digital assets

All other assets

Other segment expenses and losses include interest income, interest expense, gain (loss) on extinguishment of debt and change in fair value of equity consideration.

HYPERION DEFI, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

Note 13 - Subsequent Events

At-The-Market Offering

Subsequent to March 31, 2025, the Company received approximately $ 60 thousand in gross proceeds from the sale of 52,262 shares of its common stock pursuant to its Sales Agreement with Chardan in its “at-the-market” offering.

Subsequent to June 30, 2025, the Company received approximately $ 6.6 million in gross proceeds from the sale of 511,207 shares of its common stock pursuant to its Sales Agreement with Chardan in its “at-the-market” offering.

HYPE Digital Token Purchases

Subsequent to June 30, 2025, the Company purchased approximately 229,320 HYPE digital tokens for a cost of approximately $ 10.0 million.

Chief Operating Officer Separation Agreement

On July 1, 2025, in connection with a previously announced reduction in force, the Company entered into a Separation and Release Agreement (the “Separation Agreement”) with the Company’s Chief Operating Officer (the “COO”).

Pursuant to the Separation Agreement, consistent with the COO’s Employment Agreement with the Company dated December 19, 2022, the COO was entitled to certain severance and other payments following the termination of his employment with the Company on July 1, 2025.

The Separation Agreement provides that the COO will be eligible to receive 12 months of his base salary and up to 12 months of health benefits continuation.

The payments under the Separation Agreement are contingent on the COO’s non-revocation of certain releases, which waive and release claims against the Company for any liability relating to his employment, and his compliance with certain covenants.

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