HYPERION DEFI, INC. 10-Q

Item 5. Other Information. Securities Trading Plans of Directors and Executive Officers During the six months ended June 30, 2025, none of our directors or officers, or the Company, adopted or terminated any contract , instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) promulgated under the Exchange Act or any “non-Rule 10b5-1 trading arrangement.” ​ 38 Table of Contents Item 6. Exhibits. ​ Exhibit Incorporated by Reference from Filings as Noted Below (Unless Otherwise Indicated) Number Exhibit Description Form File No. Exhibit Filing Date 3.1 Third Amended and Restated Certificate of Incorporation 8-K 001-38365 3.1 January 29, 2018 3.1.1 Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation 8-K 001-38365 3.1.1 June 14, 2018 3.1.2 ​ Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation ​ 8-K ​ 001-38365 ​ 3.1 ​ June 14, 2024 3.1.3 ​ Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation ​ 8-K ​ 001-38365 ​ 3.1 ​ January 31, 2025 3.1.4 ​ Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation ​ 8-K ​ 001-38365 ​ 3.1 ​ July 2, 2025 3.1.5 ​ Certificate of Designation of Series A Non-Voting Convertible Preferred Stock ​ 8-K ​ 001-38365 ​ 3.1 ​ June 24, 2025 3.2 ​ Second Amended and Restated Bylaws ​ 8-K ​ 001-38365 ​ 3.1 ​ February 7, 2022 4.1 ​ Form of Purchaser Warrant, dated June 17, 2025 ​ 8-K ​ 001-38365 ​ 4.1 ​ June 24, 2025 4.2 ​ Form of Placement Agent Warrant, dated June 17, 2025 ​ 8-K ​ 001-38365 ​ 4.2 ​ June 24, 2025 4.3 Form of Lender Warrant, dated June 17, 2025 8-K 001-38365 4.3 June 24, 2025 10.1 Third Amendment to Supplement to Loan and Security Agreement, dated as of May 30, 2025, by and among Eyenovia, Inc., Avenue Capital Management II, L.P., Avenue Venture Opportunities Fund, L.P. and Avenue Venture Opportunities Fund II, L.P. 8-K 001-38365 10.1 June 5, 2025 10.2 ​ Fourth Amendment to Supplement to Loan and Security Agreement, dated as of June 17, 2025, by and among Eyenovia, Inc., Avenue Capital Management II, L.P., Avenue Venture Opportunities Fund, L.P. and Avenue Venture Opportunities Fund II, L.P. ​ 8-K ​ 001-38635 ​ 10.3 ​ June 24, 2025 10.3 ​ Form of Securities Purchase Agreement, dated June 17, 2025 ​ 8-K ​ 001-38365 ​ 10.1 ​ June 24, 2025 10.4 Form of Registration Rights Agreement, dated June 17, 2025 8-K 001-38365 10.2 June 24, 2025 10.5#˄ ​ Executive Employment Agreement by and between Eyenovia, Inc. and Hyunsu Jung, dated June 17, 2025 ​ 8-K ​ 001-38365 ​ 10.4 ​ June 24, 2025 10.6#˄ ​ Amended and Restated Employment Agreement by and between Eyenovia, Inc. and Michael Rowe, dated as of June 17, 2025 ​ 8-K ​ 001-38365 ​ 10.5 ​ June 24, 2025 10.7˄ ​ Separation and Release Agreement by and between the Company and Bren Kern, dated July 1, 2025 ​ 8-K ​ 001-38365 ​ 10.1 ​ July 2, 2025 39 Table of Contents 10.8 ​ Amended and Restated Non-Employee Director Compensation Policy ​ — ​ — ​ — ​ Filed herewith 31.1 ​ Certification of the Principal Executive Officer and Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ​ — ​ — ​ — ​ Filed herewith 32.1* ​ Certification of the Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ​ — ​ — ​ — ​ Filed herewith 32.2* ​ Certification of the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ​ — ​ — ​ — ​ Filed herewith 101.INS ​ Inline XBRL Instance Document ​ — ​ — ​ — ​ Filed herewith 101.SCH ​ Inline XBRL Taxonomy Extension Schema Document ​ — ​ — ​ — ​ Filed herewith 101.CAL ​ Inline XBRL Taxonomy Extension Calculation Linkbase Document ​ — ​ — ​ — ​ Filed herewith 101.DEF ​ Inline XBRL Taxonomy Extension Definition Linkbase Document ​ — ​ — ​ — ​ Filed herewith 101.LAB ​ Inline XBRL Taxonomy Extension Label Linkbase Document ​ — ​ — ​ — ​ Filed herewith 101.PRE ​ Inline XBRL Taxonomy Extension Presentation Linkbase Document ​ — ​ — ​ — ​ Filed herewith 104 ​ Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document contained in Exhibit 101 ​ — ​ — ​ — ​ Filed herewith * This certification is deemed not filed for purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933. # Certain information in this Exhibit was omitted by means of marking such information with brackets (“[***]”) because the identified information (i) is not material and (ii) is the type of information that the Company treats as private or confidential. ˄ Management contract or other compensatory plan. ​ ​ 40 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ​ HYPERION DEFI, INC. Date: August 13, 2025 By: /s/ Michael Rowe Michael Rowe Chief Executive Officer (Principal Executive Officer) ​ ​ 41