Item 1. Financial Statements
Item 1. Financial Statements.
HYPERION DEFI, INC.
Condensed Balance Sheets
June 30,
December 31,
2025
2024
(unaudited)
Assets
Current Assets
Cash and cash equivalents
$
7,532,291
$
2,121,463
Deposit to be refunded
888,000
—
Prepaid expenses and other current assets
967,006
645,736
Total Current Assets
9,387,297
2,767,199
HYPE digital tokens
45,500,000
—
Property and equipment, net
22,959
—
Security deposits, non-current
182,200
182,200
Operating lease right-of-use asset
567,180
718,360
Total Assets
$
55,659,636
$
3,667,759
Liabilities and Stockholders’ Equity (Deficiency)
Current Liabilities:
Accounts payable
$
901,594
$
1,954,681
Accrued inducement grant
5,190,000
—
Accrued former licensor obligations
2,245,087
2,245,087
Accrued expenses and other current liabilities
1,496,804
1,322,674
Operating lease liabilities - current portion
477,609
575,163
Notes payable - current portion, net of debt discount of $ 0 and $ 527,870 as of June 30, 2025 and December 31, 2024, respectively
—
5,212,532
Convertible notes payable - current portion, net of debt discount of $ 0 and $ 263,930 as of June 30, 2025 and December 31, 2024, respectively
—
4,736,070
Total Current Liabilities
10,311,094
16,046,207
Notes payable - non-current portion, net of debt discount of $ 654,151 and $ 0 as of June 30, 2025 and December 31, 2024, respectively
7,516,735
—
Operating lease liabilities - non-current portion
473,241
717,504
Total Liabilities
18,301,070
16,763,711
Commitments and contingencies (Note 10)
Stockholders’ Equity (Deficiency):
Preferred stock, $ 0.0001 par value, 6,000,000 shares authorized; Series A Non-Voting Convertible Preferred Stock, 5,435,898 shares designated, and 5,435,897 and 0 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively
544
—
Common stock, $ 0.0001 par value, 300,000,000 shares authorized; 4,854,827 and 1,506,369 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively
485
151
Additional paid-in capital
244,841,981
182,213,889
Accumulated deficit
( 207,484,444 )
( 195,309,992 )
Total Stockholders’ Equity (Deficiency)
37,358,566
( 13,095,952 )
Total Liabilities and Stockholders’ Equity (Deficiency)
$
55,659,636
$
3,667,759
The accompanying notes are an integral part of these condensed financial statements.
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HYPERION DEFI, INC.
Condensed Statements of Operations
(unaudited)
For the Three Months Ended
For the Six Months Ended
June 30,
June 30,
2025
2024
2025
2024
Operating Income
Revenue
$
—
22,625
$
14,720
$
27,618
Cost of revenue
—
( 490,361 )
( 48 )
( 693,388 )
Gross Profit (Loss)
—
( 467,736 )
14,672
( 665,770 )
Operating Expenses:
Research and development
674,578
4,597,173
1,347,621
9,028,774
Selling, general and administrative
7,678,704
3,758,835
10,051,026
7,396,024
Reacquisition of license rights
—
2,864,600
—
4,864,600
Total Operating Expenses
8,353,282
11,220,608
11,398,647
21,289,398
Loss From Operations
( 8,353,282 )
( 11,688,344 )
( 11,383,975 )
( 21,955,168 )
Other Income (Expense):
Other income (expense), net
168,840
2,980
172,527
( 94,578 )
Gain on debt extinguishment
—
—
89,623
—
Change in fair value of equity consideration payable
—
1,240,800
—
1,240,800
Interest expense
( 528,410 )
( 674,001 )
( 1,109,909 )
( 1,352,659 )
Interest income
21,933
64,866
57,282
185,805
Total Other Income (Expense)
( 337,637 )
634,645
( 790,477 )
( 20,632 )
Net Loss
( 8,690,919 )
( 11,053,699 )
( 12,174,452 )
( 21,975,800 )
Dividend to preferred stockholders
( 97,167 )
—
( 97,167 )
—
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
$
( 2.50 )
$
( 16.65 )
$
( 4.29 )
$
( 35.26 )
Weighted Average Shares Outstanding - Basic and Diluted
3,518,906
664,022
2,857,596
623,303
The accompanying notes are an integral part of these condensed financial statements.
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HYPERION DEFI, INC.
Condensed Statements of Changes in Stockholders’ Equity (Deficiency)
(unaudited)
For the Three and Six Months Ended June 30, 2025
Additional
Total
Preferred Stock
Common Stock
Paid-In
Accumulated
Stockholders’
Shares
Amount
Shares
Amount
Capital
Deficit
Equity (Deficiency)
Balance - January 1, 2025
—
$
—
1,506,369
$
151
$
182,213,889
$
( 195,309,992 )
$
( 13,095,952 )
Issuance of common stock in At the Market offering [1]
—
—
1,127,100
113
5,663,153
—
5,663,266
Induced exercise of stock warrants [2]
—
—
197,118
19
922,731
—
922,750
Reverse stock split settlement of fractional shares
—
—
( 41 )
—
( 160 )
—
( 160 )
Stock-based compensation
—
—
—
—
279,628
—
279,628
Net loss
—
—
—
—
—
( 3,483,533 )
( 3,483,533 )
Balance - March 31, 2025
—
—
2,830,546
283
189,079,241
( 198,793,525 )
( 9,714,001 )
Issuance of preferred stock and warrants in private placement [3]
5,435,897
544
—
—
49,365,206
—
49,365,750
Issuance of common stock in At the Market offering [4]
—
—
1,323,389
132
2,559,008
—
2,559,140
Issuance of common stock from exercise of warrants
—
—
252,000
25
1,953,479
—
1,953,504
Issuance of common stock from the delivery of vested restricted stock units
—
—
44,072
4
( 4 )
—
—
Issuance of common stock from the partial conversion of note payable
—
—
404,820
41
640,295
—
640,336
Warrants issued in consideration for debt modification
—
—
—
—
858,270
—
858,270
Stock-based compensation
—
—
—
—
483,654
—
483,654
Net loss
—
—
—
—
—
( 8,690,919 )
( 8,690,919 )
Preferred stock dividend
—
—
—
—
( 97,167 )
—
( 97,167 )
Balance - June 30, 2025
5,435,897
$
544
4,854,827
$
485
$
244,841,981
$
( 207,484,444 )
$
37,358,566
For the Three and Six Months Ended June 30, 2024
Additional
Total
Preferred Stock
Common Stock
Paid-In
Accumulated
Stockholders’
Shares
Amount
Shares
Amount
Capital
Deficit
Equity (Deficiency)
Balance - January 1, 2024
—
$
—
569,409
$
57
$
154,490,596
$
( 145,491,559 )
$
8,999,094
Issuance of common stock in At the Market offering [5]
—
—
22,917
2
3,194,545
—
3,194,547
Stock-based compensation
—
—
—
—
546,232
—
546,232
Net loss
—
—
—
—
—
( 10,922,101 )
( 10,922,101 )
Balance - March 31, 2024
—
—
592,326
59
158,231,373
( 156,413,660 )
1,817,772
Issuance of common stock in registered direct offering [6]
—
—
40,297
4
1,888,825
—
1,888,829
Issuance of common stock as consideration for licensing agreement [7]
—
—
7,669
1
436,808
—
436,809
Issuance of common stock as consideration for reacquisition of licensing agreement [8]
—
—
28,742
3
2,322,388
—
2,322,391
Issuance of common stock in At the Market offering [9]
—
—
28,687
3
1,676,936
—
1,676,939
Stock-based compensation
—
—
—
—
541,056
—
541,056
Net loss
—
—
—
—
—
( 11,053,699 )
( 11,053,699 )
Balance - June 30, 2024
—
$
—
697,720
$
70
$
165,097,386
$
( 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 . 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.
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HYPERION DEFI, INC.
Condensed Statements of Cash Flows
(unaudited)
For the Six Months Ended
June 30,
2025
2024
Cash Flows From Operating Activities
Net loss
$
( 12,174,452 )
$
( 21,975,800 )
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation - accrued inducement grant
5,190,000
—
Stock-based compensation - other
763,282
1,087,288
Change in fair value of equity consideration payable
—
( 1,240,800 )
Depreciation of property and equipment
—
543,124
Amortization of debt discount
585,508
368,414
Write-off of property and equipment
—
85,051
Write-down of inventories to net realizable value
—
665,770
Reacquisition of license rights
—
2,864,600
Amortization of operating lease
151,179
257,719
Gain on extinguishment of debt
( 89,623 )
—
Interest expense added to note principal
211,520
—
Changes in operating assets and liabilities:
Deposit to be refunded
( 888,000 )
—
Prepaid expenses and other current assets
( 321,270 )
418,941
Deferred clinical supply costs
—
377,365
Inventories
—
( 140,826 )
Accounts payable
( 1,053,087 )
( 316,508 )
Accrued expenses and other current liabilities
76,963
( 850,867 )
Lease liabilities
( 341,817 )
( 209,699 )
Net Cash Used In Operating Activities
( 7,889,797 )
( 18,066,228 )
Cash Flows From Investing Activities
Purchases of property and equipment
( 22,959 )
( 159,853 )
Purchases of HYPE digital tokens
( 45,500,000 )
—
Net Cash Used In Investing Activities
( 45,522,959 )
( 159,853 )
Cash Flows From Financing Activities
Proceeds from sale of common stock and warrants in direct offering
—
2,000,000
Payment of direct offering costs
—
( 111,171 )
Proceeds from sale of preferred stock and warrants in private placement
50,000,000
—
Payment of private placement issuance costs
( 634,250 )
—
Proceeds from sale of common stock in At the Market offering
8,508,666
5,022,151
Payment of issuance costs for At the Market offering
( 286,260 )
( 150,665 )
Proceeds from induced exercise of stock warrants
1,039,206
—
Payment of cash issuance costs for induced exercise of stock warrants
( 116,456 )
—
Proceeds from exercise of stock warrants
1,953,504
—
Reverse stock split settlement of fractional shares
( 160 )
—
Payment of issuance costs for debt modification
( 177,228 )
—
Repayments of notes payable
( 1,463,438 )
( 1,082,439 )
Net Cash Provided By Financing Activities
58,823,584
5,677,876
Net Increase (Decrease) in Cash and Cash Equivalents
5,410,828
( 12,548,205 )
Cash and Cash Equivalents - Beginning of Period
2,121,463
14,849,057
Cash and Cash Equivalents - End of Period
$
7,532,291
$
2,300,852
The accompanying notes are an integral part of these condensed financial statements.
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HYPERION DEFI, INC.
Condensed Statements of Cash Flows, continued
(unaudited)
For the Six Months Ended
June 30,
2025
2024
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest
$
300,191
$
984,246
Supplemental Disclosure of Non-Cash Investing and Financing Activities
Purchase of insurance policy financed by note payable
$
—
$
505,050
Accrual for intangible asset milestone obligation
—
2,000,000
Reclassification of deferred clinical supply costs to inventories
—
2,801,518
Modification date carrying value of extinguished Avenue Loan
10,262,280
—
Modification date fair value of modified Avenue Loan
10,172,657
—
Warrants issued for debt modification
858,270
—
Warrant modification and additional warrants - incremental value
1,194,102
—
Conversion of Avenue Loan to common stock
640,336
—
Common stock issued in consideration for licensing agreement
—
436,809
Common stock issued in consideration for reacquisition of licensing agreement
—
2,322,391
Issuance of common stock related to vested restricted stock units
4
—
The accompanying notes are an integral part of these condensed financial statements.
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HYPERION DEFI, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1 – Business Organization, Nature of Operations and Basis of Presentation
Hyperion DeFi, Inc. (“Hyperion DeFi” or the “Company”), 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. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for complete financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the condensed financial statements of the Company as of 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”).
On January 31, 2025, the Company effected a reverse stock split of its common stock at a ratio of 1-for-80 (the “Reverse Split”). Upon the effectiveness of the Reverse Split, every 80 issued shares of common stock were reclassified and combined into one share of common stock. In addition, the number of shares of common stock issuable upon the exercise of the Company’s equity awards, convertible securities and warrants was proportionally decreased, and the corresponding conversion price or exercise price was proportionally increased. No fractional shares were issued as a result of the Reverse Split. Stockholders who would otherwise have been entitled to receive a fractional share received a cash payment in lieu of such fractional share. Accordingly, all share and per share amounts for all periods presented in these condensed financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect the Reverse Split and adjustment of the conversion price or exercise price of each outstanding equity award, convertible security and warrant as if the transaction had occurred as of the beginning of the earliest period presented.
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HYPERION DEFI, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
Note 2 – Management’s Liquidity Plans
The Company’s primary source of liquidity has historically been cash generated from equity offerings and debt, along with 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 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 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 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.
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HYPERION DEFI, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
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. Diluted loss per share reflects the potential dilution that could occur if securities or other instruments to issue common stock were exercised or converted into common stock. The following table presents the computation of basic and diluted net loss per common share:
For the Three Months Ended
For the Six Months Ended
June 30,
June 30,
2025
2024
2025
2024
Numerator:
Net loss attributable to common stockholders
$
( 8,788,086 )
$
( 11,053,699 )
$
( 12,271,619 )
$
( 21,975,800 )
Denominator (weighted average quantities):
Common shares issued
3,516,143
662,063
2,854,708
621,476
Add: Undelivered vested restricted shares
2,763
1,959
2,888
1,828
Denominator for basic and diluted net loss per share
3,518,906
664,022
2,857,596
623,303
Basic and diluted net loss per common share
$
( 2.50 )
$
( 16.65 )
$
( 4.29 )
$
( 35.26 )
The following securities are excluded from the calculation of weighted average diluted shares of common stock because their inclusion would have been anti-dilutive:
June 30,
2025
2024
Common stock purchase warrants
34,070,913
136,582
Stock options
53,602
82,492
Convertible notes
—
29,096
Restricted stock units
288,000
4,611
Total potentially dilutive shares
34,412,515
252,781
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HYPERION DEFI, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
Note 5 – Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consisted of the following:
June 30,
December 31,
2025
2024
Prepaid insurance expenses
$
532,181
$
148,117
Prepaid general and administrative expenses
152,875
61,610
Payroll tax receivable
120,980
288,705
Prepaid patent expenses
80,901
49,967
Other
80,069
97,337
Total prepaid expenses and other current assets
$
967,006
$
645,736
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
Accrued expenses and other current liabilities consisted of the following:
June 30,
December 31,
2025
2024
Accrued licensee reimbursement
295,711
295,711
Accrued offering costs
275,568
—
Accrued rework of clinical supply returns
250,000
250,000
Accrued professional services
196,730
111,750
Accrued deposit for cancelled equipment orders
162,066
162,066
Accrued franchise tax
100,000
—
Accrued dividend
97,167
—
Accrued legal settlement
75,000
100,000
Other
44,562
48,577
Accrued compensation expense
—
144,161
Accrued fixed asset disposal costs
—
125,000
Accrued clinical studies costs
—
85,409
Total accrued expenses and other current liabilities
$
1,496,804
$
1,322,674
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)
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HYPERION DEFI, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
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
Notes payable and convertible notes payable consisted of the following:
June 30, 2025
December 31, 2024
Notes Payable
Debt Discount
Net
Notes Payable
Debt Discount
Net
Avenue - Note payable
$
8,170,886
$
( 654,151 )
$
7,516,735
$
5,740,402
$
( 527,870 )
$
5,212,532
Avenue - Convertible note payable
—
—
—
5,000,000
( 263,930 )
4,736,070
$
8,170,886
$
( 654,151 )
$
7,516,735
$
10,740,402
$
( 791,800 )
$
9,948,602
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. The post-modification Avenue Loan was valued using a Monte Carlo simulation model using the following key assumptions: (a) discount rate of 70.0 %; (b) volatility of 130.0 %; and (b) risk-free rate of 4.2 %.
Second Quarter 2025 Amendments
On May 30, 2025, the Company entered into the Third Amendment to Supplement to the Avenue Loan Agreement (the “Third Amendment”). Pursuant to the Third Amendment, the conversion rights provided to the Lenders under the Second Amendment were revised to restrict the Lenders from exercising such conversion right if doing so would cause the Lenders and their affiliates to beneficially own more than 9.99 % of the Company’s outstanding shares of common stock immediately after the conversion. The Lenders had the ability to increase or decrease the beneficial ownership limitation up to a maximum of 19.99 % of the Company’s outstanding
11
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HYPERION DEFI, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
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
Litigations, Claims and Assessments
The Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. The Company records legal costs associated with loss contingencies as incurred and accrues for all probable and estimable settlements.
Note 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 of shares was not adjusted to reflect the Reverse Split.
At-The-Market Offering
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.
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HYPERION DEFI, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
Stock-Based Compensation Expense
The Company records stock-based compensation expense related to stock options and restricted stock units (“RSUs”). 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
June 30,
June 30,
2025
2024
2025
2024
Research and development
$
157,291
$
232,154
$
221,968
$
438,740
Selling, general and administrative
5,516,363
308,902
5,731,314
648,548
$
5,673,654
$
541,056
$
5,953,282
$
1,087,288
Restricted Stock Units
A summary of the restricted stock units (“RSUs”) activity during the six months ended June 30, 2025 is presented below:
Weighted
Average
Number of
Grant Date
RSUs
Price
RSUs non-vested January 1, 2025
4,608
$
52.00
Granted
393,600
1.55
Vested
( 68,208 )
5.56
Forfeited
( 42,000 )
1.26
RSUs non-vested June 30, 2025
288,000
$
1.44
Vested RSUs undelivered June 30, 2025
27,151
$
6.62
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; (c) participates in declared and paid cash common stock dividends; (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.
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HYPERION DEFI, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
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.
Warrants
During the quarter ended March 31, 2025, the Company entered into an inducement offer (the “Inducement Offer”) with an investor (the “Investor”), by which the Company agreed to reduce the exercise price of existing warrants to purchase 197,118 shares of common stock (“the Existing Warrants”) from $ 55.20 per share to $ 5.272 per share. These warrants were immediately exercised for net proceeds to the Company of approximately $ 0.9 million. Cash issuance costs were $ 116,456 . The Inducement Offer also required the Company to issue to the Investor Series A Common Stock Purchase Warrants and Series B Common Stock Purchase Warrants (together the “Additional Warrants”) to purchase an aggregate of 394,236 shares of common stock at an exercise price of $ 5.272 per share, which may be exercised for five years from the initial exercise date. The Additional Warrants become exercisable upon stockholder approval.
Modification accounting was only performed on the warrants that were actually exercised pursuant to the Inducement Offer as it represented a short-term inducement. The Company recognized the $ 1,194,102 modification date incremental value of the modified Existing Warrants and Additional Warrants issued as compared to the original Existing Warrants, as an issuance cost of the warrant exercise.
The table below presents the assumptions that were used before and after the modification date. There was no warrant activity other than on the modification date 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:
Before Modification
After Modification
Risk free interest rate
4.42 %
4.42 %
Term
4.96 years
5.51 years
Volatility
110 %
107 %
Dividends
n/a
n/a
A summary of the warrant activity during the six months ended June 30, 2025 is presented below:
Weighted
Weighted
Average
Average
Remaining
Aggregate
Number of
Exercise
Life
Intrinsic
Warrants
Price
In Years
Value
Outstanding January 1, 2025
1,166,017
$
22.33
Issued
33,359,619
3.28
Repriced - (Old)
( 197,118 )
55.20
Repriced - (New)
197,118
5.27
Expired
( 5,605 )
207.39
Exercised
( 449,118 )
6.66
Outstanding June 30, 2025
34,070,913
$
3.28
5.0
$
237,986,992
Exercisable June 30, 2025
1,061,294
$
12.67
4.7
$
3,425,553
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HYPERION DEFI, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
The following table presents information related to warrants as of June 30, 2025:
Warrants Outstanding
Warrants Exercisable
Weighted
Outstanding
Average
Exercisable
Exercise
Number of
Remaining Life
Number of
Price
Warrants
In Years
Warrants
$ 3.2500
32,615,383
—
—
$ 4.0000
350,000
5.0
350,000
$ 5.2720
394,236
—
—
$ 7.7520
250,126
4.6
250,126
$ 8.6080
302,045
4.6
302,045
$ 40.0000
108,694
4.6
108,694
$ 55.2000
49,280
4.5
49,280
$ 380.8000
1,149
5.9
1,149
34,070,913
4.7
1,061,294
Note 12 - Segment Reporting
The Company has one operating and reporting segment (ophthalmic technology), namely, the development and commercialization of ophthalmic solutions. The accounting policies of the segment are the same as those described in the summary of significant accounting policies. The chief operating decision maker (“CODM”), who is the Company’s chief executive officer, utilizes the Company’s financial information on an aggregate basis for purposes of making operating decisions, allocating resources and assessing financial performance, as well as for making strategic operations decisions and managing the organization. The measure of segment assets is reported on the balance sheet as total assets.
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HYPERION DEFI, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
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
Ophthalmic
Corporate &
Ophthalmic
Corporate &
Technology
Other
Total
Technology
Other
Total
Operating Income
Revenue
$
—
$
—
$
—
$
22,625
$
—
$
22,625
Cost of revenue
—
—
—
( 490,361 )
—
( 490,361 )
Gross Profit
—
—
—
( 467,736 )
—
( 467,736 )
Operating Expenses
Research and development:
Salaries and benefits
424,032
—
424,032
1,752,197
—
1,752,197
Non-cash stock based compensation expenses
157,291
—
157,291
232,154
—
232,154
Facilities expenses
62,432
—
62,432
278,134
—
278,134
Direct clinical and non-clinical expenses
16,263
—
16,263
722,126
—
722,126
Other expenses
14,560
—
14,560
69,255
—
69,255
Supplies and materials
—
—
—
1,249,597
—
1,249,597
Depreciation expense
—
—
—
293,710
—
293,710
Total research and development
674,578
—
674,578
4,597,173
—
4,597,173
Selling, general, and administrative
Non-cash stock based compensation
326,363
5,190,000
5,516,363
308,902
—
308,902
Professional fees
1,164,039
—
1,164,039
637,619
—
637,619
Salaries and benefits
361,513
10,000
371,513
1,497,747
—
1,497,747
Insurance expense
209,000
—
209,000
210,582
—
210,582
Investor relations
140,948
—
140,948
115,983
—
115,983
Director fees and expense
97,500
—
97,500
101,875
—
101,875
Other expenses
68,275
—
68,275
350,004
—
350,004
Facilities expense
83,263
—
83,263
122,307
—
122,307
Sales and marketing
15,066
—
15,066
263,340
—
263,340
Travel, lodging and meals
10,354
2,383
12,737
150,476
—
150,476
Total selling, general, and administrative
2,476,321
5,202,383
7,678,704
3,758,835
—
3,758,835
Reacquisition of license rights
—
—
—
2,864,600
—
2,864,600
Total Operating Expenses
3,150,899
5,202,383
8,353,282
11,220,608
—
11,220,608
Segment Net Loss
( 3,150,899 )
( 5,202,383 )
( 8,353,282 )
( 11,688,344 )
—
( 11,688,344 )
Other (Expense) Income
Other segment income (expense) (1)
( 337,637 )
—
( 337,637 )
634,645
—
634,645
Total Other Expense, net
( 337,637 )
—
( 337,637 )
634,645
—
634,645
Net Loss
$
( 3,488,536 )
$
( 5,202,383 )
$
( 8,690,919 )
$
( 11,053,699 )
$
—
$
( 11,053,699 )
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HYPERION DEFI, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
For the Six Months Ended
June 30, 2025
June 30, 2024
Ophthalmic
Corporate &
Ophthalmic
Corporate &
Technology
Other
Total
Technology
Other
Total
Operating Income
Revenue
$
14,720
$
—
$
14,720
$
27,618
$
—
$
27,618
Cost of revenue
( 48 )
—
( 48 )
( 693,388 )
—
( 693,388 )
Gross Profit
14,672
—
14,672
( 665,770 )
—
( 665,770 )
Operating Expenses
—
Research and development:
Salaries and benefits
844,032
—
844,032
3,757,798
—
3,757,798
Non-cash stock based compensation expenses
221,968
—
221,968
438,740
—
438,740
Facilities expenses
133,269
—
133,269
446,573
—
446,573
Direct clinical and non-clinical expenses
88,920
—
88,920
1,336,305
—
1,336,305
Other expenses
34,302
—
34,302
114,405
—
114,405
Supplies and materials
25,130
—
25,130
2,309,784
—
2,309,784
Depreciation expense
—
—
—
625,169
—
625,169
Total research and development
1,347,621
—
1,347,621
9,028,774
—
9,028,774
Selling, general, and administrative
Non-cash stock based compensation
541,314
5,190,000
5,731,314
648,548
—
648,548
Professional fees
2,173,425
—
2,173,425
1,529,661
—
1,529,661
Salaries and benefits
853,493
10,000
863,493
2,983,915
—
2,983,915
Insurance expense
423,457
—
423,457
429,716
—
429,716
Investor relations
259,635
—
259,635
228,624
—
228,624
Director fees and expense
195,000
—
195,000
213,750
—
213,750
Other expenses
181,482
—
181,482
425,805
—
425,805
Facilities expense
166,419
—
166,419
248,954
—
248,954
Sales and marketing
37,087
—
37,087
449,568
—
449,568
Travel, lodging and meals
17,331
2,383
19,714
237,483
—
237,483
Total selling, general, and administrative
4,848,643
5,202,383
10,051,026
7,396,024
—
7,396,024
Reacquisition of license rights
—
—
—
4,864,600
—
4,864,600
Total Operating Expenses
6,196,264
5,202,383
11,398,647
21,289,398
—
21,289,398
Segment Net Loss
( 6,181,592 )
—
( 11,383,975 )
( 21,955,168 )
—
( 21,955,168 )
Other (Expense) Income
Other segment income (expense) (1)
( 790,477 )
—
( 790,477 )
( 20,632 )
—
( 20,632 )
Total Other Expense, net
( 790,477 )
—
( 790,477 )
( 20,632 )
—
( 20,632 )
Net Loss
$
( 6,972,069 )
$
( 5,202,383 )
$
( 12,174,452 )
$
( 21,975,800 )
$
—
$
( 21,975,800 )
As of
June 30, 2025
December 31, 2024
Ophthalmic
Corporate &
Ophthalmic
Corporate &
Technology
Other
Total
Technology
Other
Total
Segment Assets
Cash
$
7,532,291
$
—
$
7,532,291
$
2,121,463
$
—
$
2,121,463
Digital assets
—
45,500,000
45,500,000
—
—
—
All other assets
2,627,345
—
2,627,345
1,546,296
—
1,546,296
Total Assets
$
10,159,636
$
45,500,000
$
55,659,636
$
3,667,759
$
—
$
3,667,759
(1)
Other segment expenses and losses include interest income, interest expense, gain (loss) on extinguishment of debt and change in fair value of equity consideration.
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HYPERION DEFI, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
Note 13 - Subsequent Events
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.
18
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.