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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

COMMISSION FILE NUMBER: 001-38365

HYPERION DEFI, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware		47-1178401
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

23461 S. Pointe Drive, Suite 390 Laguna Hills, CA		92653
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (833) 393-6684

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	HYPD	Nasdaq Capital Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any news or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The number of outstanding shares of the registrant’s common stock was 8,097,659 as of November 10, 2025.

Table of Contents

EXPLANATORY NOTE

On January 31, 2025, Hyperion DeFi, Inc. (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.

Table of Contents

HYPERION DEFI, INC.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025

TABLE OF CONTENTS


PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.		2

Condensed Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 2024		2

Unaudited Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024		3

Unaudited Condensed Statements of Changes in Stockholders’ Equity (Deficit) for the Three and Nine Months Ended September 30, 2025		4

Unaudited Condensed Statements of Changes in Stockholders’ Equity (Deficit) for the Three and Nine Months Ended September 30, 2024		5

Unaudited Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024		6

Notes to Unaudited Condensed Financial Statements		8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.		24

Item 3. Quantitative and Qualitative Disclosures About Market Risk.		36

Item 4. Controls and Procedures.		36

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.		37

Item 1A. Risk Factors.		37

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.		55

Item 3. Defaults Upon Senior Securities.		55

Item 4. Mine Safety Disclosures.		55

Item 5. Other Information.		55

Item 6. Exhibits.		56

SIGNATURES		58

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

HYPERION DEFI, INC.

Condensed Balance Sheets


	September 30,		December 31,
	2025		2024
	(unaudited)
Assets

Current Assets
Cash and cash equivalents	$	8,223,180	$	2,121,463
Prepaid expenses and other current assets		862,587		645,736
Total Current Assets		9,085,767		2,767,199

HYPE - digital assets		37,954,590		—
Digital intangible assets		35,019,932		—
Operating lease right-of-use asset		491,589		718,360
Other assets		238,029		182,200
Total Assets	$	82,789,907	$	3,667,759

Liabilities and Stockholders’ Equity (Deficit)

Current Liabilities:
Accounts payable	$	1,138,750	$	1,954,681
Accrued former licensor obligations		—		2,245,087
Accrued expenses and other current liabilities		2,403,686		1,322,674
Operating lease liabilities - current portion		494,656		575,163
Notes payable - current portion, net of debt discount of $0 and $527,870 as of September 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 September 30, 2025 and December 31, 2024, respectively		—		4,736,070
Total Current Liabilities		4,037,092		16,046,207

Notes payable - non-current portion, net of debt discount of $598,691 and $0 as of September 30, 2025 and December 31, 2024, respectively		7,656,005		—
Operating lease liabilities - non-current portion		341,778		717,504
Total Liabilities		12,034,875		16,763,711

Commitments and contingencies (Note 9)

Stockholders’ Equity (Deficit):
Preferred stock, $0.0001 par value, 60,000,000 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 September 30, 2025 and December 31, 2024, respectively		544		—
Common stock, $0.0001 par value, 600,000,000 shares authorized; 7,162,659 and 1,506,369 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively		715		151
Additional paid-in capital		271,612,635		182,213,889
Accumulated deficit		(200,858,862)		(195,309,992)
Total Stockholders’ Equity (Deficit)		70,755,032		(13,095,952)
Total Liabilities and Stockholders’ Equity (Deficit)	$	82,789,907	$	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 Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
Revenue	$	302,506		1,625	$	317,226	$	29,243
Cost of revenue		—		(132,522)		(48)		(825,910)
Gross Profit (Loss)		302,506		(130,897)		317,178		(796,667)

Operating (Income) Expenses:
Research and development		373,855		3,471,939		1,721,476		12,500,713
Selling, general and administrative		2,594,130		3,729,091		12,645,156		11,125,115
Realized gains - digital assets		(6,942,713)		—		(6,942,713)		—
Unrealized gains - digital assets		(6,440,804)		—		(6,440,804)		—
Impairment loss - digital intangible assets		6,289,847		—		6,289,847		—
Reacquisition of license rights		—		—		—		4,864,600
Net Operating (Income) Expenses		(4,125,685)		7,201,030		7,272,962		28,490,428
Income (Loss) From Operations		4,428,191		(7,331,927)		(6,955,784)		(29,287,095)

Other Income (Expense):
Other income (expense), net		131,525		1,184		304,052		(93,394)
Gain on extinguishment of liability		2,245,088		—		2,334,711		—
Change in fair value of equity consideration payable		—		—		—		1,240,800
Interest expense		(223,080)		(602,109)		(1,332,989)		(1,954,768)
Interest income		43,858		44,999		101,140		230,804
Total Other Income (Expense), Net		2,197,391		(555,926)		1,406,914		(576,558)

Net Income (Loss)		6,625,582		(7,887,853)		(5,548,870)		(29,863,653)
Dividend to preferred stockholders		(795,000)		—		(892,167)		—
Net Income (Loss) Attributable to Participating Securities	$	5,830,582	$	(7,887,853)	$	(6,441,037)	$	(29,863,653)

Net Income (Loss) per Common Share
Basic	$	0.26	$	(9.07)	$	(1.64)	$	(42.30)
Diluted	$	0.05	$	(9.07)	$	(1.64)	$	(42.30)

Weighted Average Number of Common Shares Outstanding:
Basic		6,027,713		869,479		3,930,764		705,961
Diluted		28,951,915		869,479		3,930,764		705,961

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 (Deficit)

For the Three and Nine Months Ended September 30, 2025

(unaudited)


							Additional				Total
	Preferred Stock			Common Stock			Paid-In		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Equity (Deficit)
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		244,841,982		(207,484,444)		37,358,567
Issuance of common stock in At the Market offering [5]	—		—	1,929,207		192		21,783,753		—		21,783,945
Issuance of common stock from exercise of warrants [6]	—		—	250,125		25		1,938,944		—		1,938,969
Issuance of common stock from the delivery of vested restricted stock units	—		—	128,500		13		(13)		—		—
Stock-based compensation	—		—	—		—		3,842,969		—		3,842,969
Net income	—		—	—		—		—		6,625,582		6,625,582
Preferred stock dividend	—		—	—		—		(795,000)		—		(795,000)
Balance - September 30, 2025	5,435,897	$	544	7,162,659	$	715	$	271,612,635	$	(200,858,862)	$	70,755,032

[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 10 - Stockholders’ Equity (Deficit).

[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 $22,489,548 less total issuance costs of $705,603.

[6] Partial exercise of the Armistice warrants.

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 (Deficit)

For the Three and Nine Months Ended September 30, 2024

(unaudited)


							Additional				Total
	Preferred Stock			Common Stock			Paid-In		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Equity (Deficit)
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 [7]	—		—	22,917		2		3,194,545		—		3,194,547
Cashless exercise of stock options				—		—		—		—		—
Stock-based compensation	—		—	—		—		546,232		—		546,232
Issuance of common stock related to vested restricted stock units				—		—		—		—		—
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 [8]	—		—	40,297		4		1,888,825		—		1,888,829
Issuance of common stock as consideration for licensing agreement [9]	—		—	7,669		1		436,808		—		436,809
Issuance of common stock as consideration for reacquisition of licensing agreement [10]	—		—	28,742		3		2,322,388		—		2,322,391
Issuance of common stock in At the Market offering [11]	—		—	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)
Issuance of common stock and warrants in offerings [12]	—		—	363,197		36		12,348,142		—		12,348,178
Warrant modification - incremental value [13]	—		—	—		—		2,868,000		—		2,868,000
Warrant modification - in issuance costs for registered direct offering [14]	—		—	—		—		(2,868,000)		—		(2,868,000)
Issuance of common stock in At the Market offering [15]	—		—	18,779		2		1,175,881		—		1,175,883
Stock-based compensation	—		—	—		—		452,998		—		452,998
Net loss	—		—	—		—		—		(7,887,853)		(7,887,853)
Balance – September 30, 2024	—	$	—	1,079,696	$	108	$	179,074,407	$	(175,355,212)	$	3,719,303

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

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

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

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

[11] Includes gross proceeds of $1,728,804 less total issuance costs of $51,868.

[12] Includes gross proceeds of $14,139,994 less total issuance costs of $1,791,816.

[13] Offering includes modification of warrants and additional warrants in the July 2024 offering.

[14] Non-cash warrant modification and additional warrants issuance costs related to one of the offerings of $2,868,000 are shown on a separate line item.

[15] Includes gross proceeds of $1,212,251 less total issuance costs of $36,368.

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

Table of Contents

HYPERION DEFI, INC.

Condensed Statements of Cash Flows

(unaudited)


	For the Nine Months Ended
	September 30,
	2025		2024
Cash Flows From Operating Activities
Net loss	$	(5,548,870)	$	(29,863,653)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		4,606,251		1,540,286
Change in fair value of equity consideration payable		—		(1,240,800)
Depreciation of property and equipment		—		830,605
Amortization of debt discount		640,969		552,620
Write-off of property and equipment		—		88,251
Write-down of inventories to net realizable value		—		769,217
Reacquisition of license rights		—		2,864,600
Non-cash lease expense		226,771		391,028
Gain on extinguishment of liabilities		(2,334,711)		—
Unrealized gain on HYPE digital assets		(6,440,804)		—
Non-cash realized gain on HYPE digital assets		(6,938,236)		—
Impairment loss - digital intangible assets		6,289,847		—
HYPE staking income		(323,980)		—
Interest expense added to note principal		295,329		—
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(216,851)		836,507
License fee and expense reimbursement receivables		—		(13,761)
Deferred clinical supply costs		—		1,272,309
Inventories		—		(1,051,023)
Security and equipment deposits		(55,829)		1,148
Accounts payable		(815,931)		(179,232)
Accrued compensation		—		(1,781)
Accrued expenses and other current liabilities		359,662		(453,567)
Lease liabilities		(456,233)		(352,836)
Net Cash Used In Operating Activities		(10,712,616)		(24,010,082)

Cash Flows From Investing Activities
Purchase of property and equipment		—		(161,476)
Purchase of productive digital assets		(65,635,000)		—
Net Cash Used In Investing Activities		(65,635,000)		(161,476)

Cash Flows From Financing Activities
Proceeds from sale of common stock and warrants in direct offering		—		16,139,994
Payment of direct offering costs		—		(1,902,987)
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		30,998,213		6,234,402
Payment of issuance costs for At the Market offering		(991,862)		(187,033)
Proceeds from induced exercise of stock warrants		1,039,206		—
Proceeds from exercise of stock warrants		3,892,473		—
Payment of cash issuance costs for induced exercise of stock warrants		(116,455)		—
Reverse stock split settlement of fractional shares		(160)		—
Payment of issuance costs for debt modification		(177,228)		—
Repayments of notes payable		(1,463,437)		(3,773,746)
Payment of preferred dividend		(97,167)		—
Net Cash Provided By Financing Activities		82,449,333		16,510,630
Net Increase (Decrease) in Cash and Cash Equivalents		6,101,717		(7,660,928)
Cash and Cash Equivalents - Beginning of Period		2,121,463		14,849,057
Cash and Cash Equivalents - End of Period	$	8,223,180	$	7,188,129

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 Nine Months Ended
	September 30,
	2025		2024
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest	$	396,788	$	1,402,147
Taxes	$	—	$	—

Supplemental Disclosure of Non-Cash Investing and Financing Activities
Deposits of HYPE into liquid staking activities	$	41,174,779	$	—
Purchase of insurance policy financed by note payable	$	—	$	505,050
Accrual for intangible asset milestone obligation	$	—	$	2,000,000
Dividend payable	$	795,000	$	—
Reclassification of deferred clinical supply costs to inventories	$	—	$	2,575,652
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	$	2,868,000
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	$	17	$	—

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

Table of Contents

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. Hyperion DeFi is working to provide its shareholders with simplified exposure to the Hyperliquid ecosystem. 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 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.

Beginning in July 2025, the Company used the proceeds from its capital raising activities to acquire and deploy HYPE in various revenue-generating activities, which includes native staking, liquid staking and its proprietary HYPE Asset Use Service product.

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 September 30, 2025 and for the three and nine months ended September 30, 2025 and 2024. The results of operations for the three and nine months ended September 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.

Table of Contents

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 disclosed in the Company’s December 31, 2024 Form 10-K, there was substantial doubt about the ability of the Company to continue as a going concern for at least one year from the date the financial statements were issued. This was based on a significant working capital deficiency, significant historical losses and the need to raise additional funds to meet the Company’s obligations and sustain its operations. During the nine months ended September 30, 2025, the Company raised significant capital through both an ATM offering and a private placement of Series A preferred stock (see Note 10 – Stockholders’ Equity (Deficit). A significant amount of the proceeds generated from these capital raises was used to purchase digital assets in connection with the launch of the Company’s new long-term strategic treasury of HYPE. The Company also extended the maturity date of its Loan and Security Agreement (see Note 8 – Notes Payable and Convertible Notes Payable). These actions have alleviated the substantial doubt about the Company’s ability to continue as a going concern that existed at the time the Company filed its December 31, 2024 Form 10-K.

As of September 30, 2025, the Company had unrestricted cash and cash equivalents of approximately $8.2 million and working capital of $5.0 million. For the three and nine months ended September 30, 2025, the Company generated net income of approximately $6.6 million and incurred a net loss of approximately $5.5 million, respectively. For the nine months ended September 30, 2025, the Company used cash in operating activities of approximately $10.7 million. Based on the Company’s current financial condition and forecast of cash flow needs for the next twelve months, Management expects that the Company’s existing resources will be sufficient to enable the Company to fund its anticipated level of operations through one year from the date of this report.

The Company’s financial condition is substantially dependent on the market price and liquidity of HYPE tokens, which are subject to extreme volatility and limited trading venues. Substantially all of the Company’s treasury assets are concentrated in HYPE tokens, the native cryptocurrency of the Hyperliquid protocol. HYPE tokens have experienced significant price volatility, and the Company’s financial results and carrying value of its digital assets will fluctuate materially based on HYPE token price movements. The Company depends on the continued success and adoption of the Hyperliquid protocol for the value of its treasury holdings.

The Company plans to continue to pursue additional capital through its at-the-market offering programs in the future, however, such funding may not be available on terms acceptable to the Company or at all. Although Management believes that such capital sources will continue to be available, there can be no assurances that financing will be available to the Company when needed, or if available, on terms acceptable to the Company. If the Company is unable to obtain adequate financing on terms that are satisfactory to the Company, when the Company requires it, the Company’s ability to continue to grow or support the business and to respond to business challenges could be significantly limited, which may adversely affect the Company’s business plans.

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 nine months ended September 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 September 30, 2025, the Company had cash and cash equivalent balances in excess of FDIC insurance limits of $7,860,006.

Table of Contents

HYPERION DEFI, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

Digital Assets

The Company’s digital assets primarily include HYPE (the Hyperliquid network’s utility token) and HiHYPE (a liquid staking token). HYPE is accounted for in accordance with ASC 350-60, Intangibles—Goodwill and Other—Crypto Assets (“ASC 350-60”). HiHYPE is treated as an intangible asset in accordance with ASC 350-30, Intangibles—Goodwill and Other—General Intangibles Other Than Goodwill (“ASC 350-30”) as the HiHYPE represents a claim on HYPE and therefore, does not meet the scoping requirements of ASC 350-60.

HYPE digital assets are initially recorded at cost and then subsequently remeasured at fair value as of the balance sheet date with changes in fair value recognized as unrealized gains or losses in operating income (expense). Upon derecognition of HYPE, the Company recognizes realized gains or losses in operating income (expense), based upon the fair value of HYPE on the date of derecognition.

HiHYPE tokens and Other Digital Assets are intangible assets with indefinite lives; they are not amortized but are subject to impairment. HiHYPE is recorded at acquisition cost, reflecting the fair value of HYPE deposited in the liquid staking pool and tracked by lot. These assets are presented as digital intangible assets in the Condensed Consolidated Balance Sheets at cost, net of any recognized impairments. The Company tests digital intangible assets for impairment quarterly and more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired. The test for impairment consists of a comparison of the fair value of the digital intangible assets with their carrying amounts. Should market prices fall below carrying value, the resulting difference is recognized as an impairment charge. Such impairment charges are presented as impairment of digital intangible assets in operating income (expense).

The Company uses the specific identification method to track the cost basis of all digital intangible assets.

Fair Value Measurement

The Company determines fair value measurements for digital assets in accordance with ASC 820, Fair Value Measurements (“ASC 820”), which defines fair value as the exit price that would be received to sell an asset or paid to transfer a liability in an ordinary transaction between market participants. ASC 820 establishes a framework for valuation techniques, prioritized by reliability, according to the following tiers:

Level 1 - Unadjusted quoted prices in active markets for identical assets and liabilities

Level 2 - Quoted prices for similar assets and liabilities in active markets; quoted prices for similar or identical assets and liabilities in markets that are not active; valuation models in which all significant inputs are derived from observable market data

Level 3 - Unobservable valuation model inputs for assets and liabilities such as discounted cash flow models or similar techniques; inputs for fair value instruments; includes assumptions and may require significant judgment and estimation by management

The Company’s digital assets are subject to fair value measurements on a recurring basis and the level of inputs used for such measurements were as follows:


	September 30, 2025
			Fair Value
	Carrying Value		Level 1		Level 2		Level 3		Total
Assets:
HYPE digital assets	$	—	$	37,954,590	$	—	$	—	$	37,954,590
Total assets	$	—	$	37,954,590	$	—	$	—	$	37,954,590

HYPE digital assets are measured at fair value on a recurring basis using quoted prices in its principal market (Level 1 inputs). The Company has designated a principal market based on the market the Company has access to that has the greatest volume and level of orderly transactions for HYPE. The Company reassesses its principal market when facts and circumstances change, including but not limited to when new markets become accessible, or the volume/activity in the current principal market declines.

Table of Contents

HYPERION DEFI, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

Revenue Recognition

The Company jointly operates a validator node on the Hyperliquid blockchain network and earns HYPE as rewards and commission income for validating transactions and maintaining network security. These activities include both self-staking (using the Company’s own tokens) and providing validation services to third-party delegators. The provision of services related to transaction validation on the Hyperliquid blockchain network (through both staking rewards and commission income) is an output of the Company’s ordinary activities.

The Company recognizes revenue from native staking in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”) by following the five steps -- identify the contract, identify the performance obligation, determine the transaction price, allocate the transaction price to the performance obligation and determine when to recognize revenue. Revenue is recognized upon transfer of control of promised products or services (i.e., performance obligations) to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for promised goods or services.

The Company earns commission income in the form of HYPE from validator operations and staking rewards in the form of HYPE from self-staking. A contract with enforceable rights and obligations exists when the Company stakes its tokens to the validator and starts solving blocks on the Hyperliquid blockchain, which is the customer by analogy. The contract term is the length of each staking epoch, which is approximately 90 minutes. Staking rewards and commission income are recognized as revenue when the Company satisfies its performance obligations (i.e., successfully validates blocks or transactions as determined by the protocol) ratably over the contract term. The HYPE earned are noncash consideration and therefore measured at fair value at the inception of each contract.

Because the Company does not unilaterally control the validator, the Company is not the principal to the validation service. As such, the Company presents staking rewards and commission income as revenue on a net basis, reflecting only the portion of protocol rewards and commission to which it is entitled.

Income Tax

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law, which makes permanent many of the tax provisions enacted in 2017 as part of the Tax Cuts and Jobs Act that were set to expire at the end of 2025. In addition, OBBBA makes changes to certain U.S. corporate tax provisions, but many are generally not effective until 2026. While further evaluation is ongoing, the new tax legislation is not expected to have a material impact on the Company’s financial position or results of operations.

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.

Note 4 - Net Income (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 10 - Stockholders’ Equity (Deficit) – 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 during periods when the Company has a net loss, because the holders of participating securities are not required to absorb losses.

Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period, Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding, plus the number of additional common shares that would have been outstanding if the common share equivalents had been issued (computed using the treasury stock or if converted method), if dilutive. There were no dilutive securities outstanding during the nine months ended September 30, 2025 or the three and nine months ended September 30, 2024.

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HYPERION DEFI, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

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


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
Numerator:
Net income (loss) attributable to participating securities	$	5,830,582	$	(7,887,853)	$	(6,441,037)	$	(29,863,653)
Less: Net income attributable to preferred shareholders		(4,257,069)		—		—		—
Net income (loss) available to common shareholders	$	1,573,514	$	(7,887,853)	$	(6,441,037)	$	(29,863,653)

Denominator (weighted average quantities):
Common shares issued		5,836,814		866,457		3,864,517		703,732
Add: Vested unissued restricted stock units		190,900		3,022		66,247		2,229
Denominator for basic net income (loss) per share		6,027,713		869,479		3,930,764		705,961
Effect of dilutive securities:
Assumed exercise of warrants, treasury stock method		21,598,061		—		—		—
Assumed vesting of restricted stock units		1,326,141		—		—		—
Denominator for diluted net income (loss) per share		28,951,915		869,479		3,930,764		705,961

Net Income (Loss) Per Share
Basic	$	0.26	$	(9.07)	$	(1.64)	$	(42.30)
Diluted	$	0.05	$	(9.07)	$	(1.64)	$	(42.30)

The following securities are excluded from the calculation of weighted average diluted shares of common stock for the three and nine months ended September 30, 2025 and 2024, because their inclusion would have been anti-dilutive:


	For the Three Months Ended		For the Nine Months Ended
	September 30,		September 30,
	2025	2024	2025	2024
Options	97,137	83,688	97,137	83,688
Warrants	12,222,728	361,847	33,820,785	361,847
Unvested RSU	343,859	4,611	1,620,000	4,611
Series A Convertible Preferred	—	—	16,307,691	—
Convertible debt	—	29,097	—	29,097
	12,663,724	479,243	51,845,613	479,243

Note 5 – Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following:


	September 30,		December 31,
	2025		2024
Prepaid insurance expenses	$	332,351	$	148,117
Payroll tax receivable		225,455		288,705
Prepaid general and administrative expenses		120,815		61,610
Other prepaid expenses		183,966		147,304
Total prepaid expenses and other current assets	$	862,587	$	645,736

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HYPERION DEFI, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

Note 6 – Digital Assets

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


			Digital
	HYPE Digital		Intangible		Covered Call
	Assets		Assets		Option (1)		Total
Balance, December 31, 2024	$	—	$	—	$	—	$	—
Purchases of HYPE through June 30, 2025		45,500,000		—		—		45,500,000
Balance, June 30, 2025		45,500,000		—		—		45,500,000
Proceeds from sale of covered call option		—		—		(87,040)		(87,040)
Purchases		20,000,000		135,000		—		20,135,000
Deposits of HYPE into liquid staking activities		(41,174,779)		41,174,779		—		—
Receipt and accrual of HYPE from native staking activities		323,980		—		—		323,980
Unrealized gains		6,367,153		—		73,651		6,440,804
Realized gains		6,938,236		—		—		6,938,236
Impairment		—		(6,289,847)		—		(6,289,847)
Balance, September 30, 2025(2)	$	37,954,590	$	35,019,932	$	(13,389)	$	72,961,133

(1)	The liability for the Company’s covered call option is included in accrued expenses in the accompanying balance sheet.

(2)	The balance as of September 30, 2025 represents fair value for the HYPE digital assets and the covered call option liability, and represents the carrying value for the digital intangible assets.

HYPE Digital Assets

The following table sets forth the units held, cost basis, and fair value of HYPE digital assets held, as shown on the balance sheet as of September 30, 2025:


	Units	Cost Basis		Fair Value

HYPE	839,889	$	31,272,392	$	37,954,590
Total	839,889	$	31,272,392	$	37,954,590

Cost basis is equal to the cost of the HYPE tokens, net of any transaction fees, if any, at the time of purchase or upon receipt. Fair value represents the quoted HYPE token prices within the Company’s principal market at the time of measurement (midnight UTC).

The receipts of HYPE from native staking represent the rewards and commissions earned from native staking. During both the three and nine months ended September 30, 2025, the Company recognized cumulative realized gains of $7.6 million and cumulative realized loss of $0.7 million, upon the deposit of HYPE into liquid staking.

Digital intangible assets

The following table sets forth the cost basis, impairment amount, and carrying amount of digital intangible assets held, as shown on the balance sheet as of September 30, 2025:


	Units	Cost		Carrying Value
HiHYPE	877,871	$	41,174,779	$	34,884,932
Other digital assets	2		135,000		135,000
Total	877,873	$	41,309,779	$	35,019,932

The Company tracks the cost of HiHYPE by lot. Impairment losses for HiHYPE are recognized when a lot’s carrying value falls below its fair value, which is measured on a daily basis during the holding period. The fair value of HiHYPE is determined using observable Level 1 and Level 2 inputs, primarily consisting of market prices for a similar asset - specifically, the original HYPE tokens exchanged

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HYPERION DEFI, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

for HiHYPE. For the period ending September 30, 2025, the Company reported an impairment loss of $6.3 million on the condensed statement of operations under impairment of digital intangible assets.

HYPE Staking

Beginning in July 2025, the Company used the proceeds from its capital raising activities to acquire and deploy HYPE in staking activities, which includes native staking and liquid staking.

Native Staking

The Company jointly operates a co-branded Hyperliquid validator, known as “Kinetiq × Hyperion” (“KxH”), with Kinetiq Research Pte (“Kinetiq”) and Pier Two Pty Ltd (“Pier Two”). Commission income from validation services, in the form of HYPE, is shared among the Company, Kinetiq and Pier Two. The Company participates in native staking by delegating its own HYPE digital assets to the co-branded KxH validator node and receives staking rewards in return. The Company is also entitled to commission income charged to third party delegators, for successfully validating transactions. These rewards are received by the Company directly from the Hyperliquid network.

As of September 30, 2025, the Company had native staked 534,664 HYPE to the KxH validator node. The Company earned 7,116 HYPE valued at $302,506 from such staking activities for the three and nine months ended September 30, 2025.

Liquid Staking

The Company engages in liquid staking arrangements, through staking HYPE in exchange for a receipt token (HiHYPE). HiHYPE is a liquid staking receipt token with a floating redemption rate, based on the value of underlying staked HYPE and related rewards, penalties, and fees. HiHYPE can be transferred, monetized, and used in other types of transactions, even while the underlying HYPE assets remain staked.

Upon depositing HYPE into the liquid staking pool, the Company recognizes any realized gains or losses on the HYPE in accordance with ASC 610-20, Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets as the Company does not control the HYPE deposited into the liquid staking pool.

Staking rewards that accrued to staked HYPE in the liquid staking pool were not recognized as revenue in the quarter ended September 30, 2025. These rewards will not be recognized until HiHYPE tokens are redeemed or sold. No HiHYPE was redeemed or sold in the quarter ending September 30, 2025.

Note 7 – Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:


	September 30,		December 31,
	2025		2024
Accrued dividend		795,000		—
Accrued compensation expense		569,730		144,161
Accrued professional services		336,333		111,750
Accrued rework of clinical supply returns		250,000		250,000
Accrued licensee reimbursement		100,000		295,711
Other accrued expenses		352,623		521,052
Total accrued expenses and other current liabilities	$	2,403,686	$	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

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HYPERION DEFI, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

into the Mutual Termination Agreement, whereby the License Agreement (and all other agreements between the Company and Formosa) 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 8 – Notes Payable and Convertible Notes Payable

Notes payable and convertible notes payable consisted of the following:


	September 30, 2025						December 31, 2024
	Notes Payable		Debt Discount		Net		Notes Payable		Debt Discount		Net
Avenue - Note payable	$	8,254,696	$	(598,691)	$	7,656,005	$	5,740,402	$	(527,870)	$	5,212,532
Avenue - Convertible note payable		—		—		—		5,000,000		(263,930)		4,736,070
	$	8,254,696	$	(598,691)	$	7,656,005	$	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 10 – 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 nine months ended September 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

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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 occurred (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 9 – 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 10 – Stockholders’ Equity (Deficit)

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.

On August 19, 2025, the Company filed a certificate of amendment to its Third Amended and Restated Certificate of Incorporation, as amended with the Secretary of State of Delaware to increase the total number of shares of common stock, par value $0.0001 per share, that the Company will have authority to issue from 300,000,000 shares to 600,000,000 shares and the total number of shares of preferred stock, par value $0.0001 per share, from 6,000,000 shares to 60,000,000 shares.

At-The-Market Offering

During the three and nine months ended September 30, 2025, the Company received approximately $21.8 million and $30.0 million, respectively, in net proceeds from the sale of 1,929,207 and 4,379,696 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)

On September 24, 2025, the Company entered into Amendment No. 1 (the “Amendment”) to the Amended and Restated Sales Agreement (the “A&R Sales Agreement”) with Chardan Capital Markets, LLC, with respect to the Company’s existing at-the-market offering program. The Amendment, among other things, increases the aggregate offering price under the A&R Sales Agreement from $50 million to $100 million.

Stock-Based Compensation Expense

The Company records stock-based compensation expense related to stock options and restricted stock units (“RSUs”). For the three months and nine months ended September 30, 2025 and 2024, the Company recorded stock-based compensation expense allocated as follows:


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
Research and development	$	126,054	$	179,776	$	348,022	$	618,516
Selling, general and administrative		(1,473,085)		273,222		4,258,229		921,770
	$	(1,347,031)	$	452,998	$	4,606,251	$	1,540,286

The Company agreed to grant a fully vested RSU award to a senior executive upon his hire date in June 2025, which was subject to stockholder approval of an increase in the shares available for issuance under the Company’s equity compensation plan. Accordingly, the service inception date of the award preceded the grant date. The full fair value of the award was expensed in June and accrued at that time, but it was not formally granted until August 2025, at which time the Company was required to adjust the fair value to the new current fair value. Because the fair value of the award was lower at the grant date than the service inception date, there was a reversal of compensation expense in the third quarter. This reversal resulted in a credit to stock-based compensation expense in the amount of $5,190,000 for the three and nine months ended September 30, 2025.

Stock Options

A summary of the option activity during the nine months ended September 30, 2025 is presented below:


	Weighted	Average
	Average	Remaining		Aggregate
	Number of	Exercise		Life	Intrinsic
	Options	Price		In Years	Value
Outstanding, January 1, 2025	68,183	$	231.06
Granted	60,000		11.28
Exercised	—		—
Forfeited	(31,046)		250.51
Outstanding, September 30, 2025	97,137	$	89.17	8.1	$	—

Exercisable, September 30, 2025	35,522	$	217.42	4.8	$	—

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HYPERION DEFI, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

The following table presents information related to stock options as of September 30, 2025:


Options Outstanding		Options Exercisable
		Weighted
		Average
Exercise	Number of	Remaining Life	Number of
Price	Options	In Years	Options
$0.01 - $79.99	60,000	—	—
$80.00 - $159.99	5,211	8.1	5,110
$160.00 - $239.99	62	8.6	29
$100.00+	31,864	4.8	30,383
	97,137	5.3	35,522

In applying the Black-Scholes option pricing model to stock options granted, the Company used the following approximate assumptions:


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
Expected term (years)	5.85		5.85 - 6.25		5.85		5.50 - 10.00
Risk free interest rate	3.79	%	3.47% - 3.80	%	3.79	%	3.47% - 4.72	%
Expected volatility	121	%	87	%	121	%	80% - 87	%
Expected dividends	0.00	%	0.00	%	0.00	%	0.00	%

During the three and nine months ended September 30, 2025, the Company recorded $76,151 and $441,689, respectively of stock-based compensation expense in connection with stock options. As of September 30, 2025, there was $764,466 of unrecognized stock-based compensation expense related to stock options which will be recognized over a weighted average period of 2.5 years.

Restricted Stock Units

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


		Weighted
		Average
	Number of	Grant Date
	RSUs	Price
RSUs non-vested January 1, 2025	4,608	$	52.00
Granted	2,393,600		5.96
Vested	(727,708)		4.63
Forfeited	(50,500)		1.31
RSUs non-vested September 30, 2025	1,620,000	$	6.72

Vested RSUs undelivered September 30, 2025	558,151	$	5.63

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HYPERION DEFI, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

During the three months ended September 30, 2025, two executive officers entered into Employment Agreements with the Company. Per the Agreements, each executive officer received an immediately vested inducement grant and an additional market-based grant (one dated August 31, 2025 and one dated September 29, 2025). Each of the market-based grants vest in two tranches based on the Company’s market capitalization. In applying the Barrier Option Pricing Model, the following inputs were utilized to value the grants:


	August 31, 2025	September 29, 2025
	Award	Award
Risk free interest rate	4.80%	4.60%
Term	30 years	30 years
Volatility	108%	106%
Dividends	n/a	n/a

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. During the three and nine months ended September 30, 2025, the Company recorded ($1,423,182) and $4,164,562, respectively, of stock-based compensation expense in connection with RSUs. Stock-based compensation expense is net of a credit to stock-based compensation expense in the amount of $5,190,000 and $0 during the three and nine months ended September 30, 2025, respectively. As of September 30, 2025, there was $10.3 million of unrecognized stock-based compensation expense related to RSUs which will be recognized over a weighted average period of 2.8 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 (a) each share of Series A Preferred Stock is convertible into three shares of common stock; (b) it accrues quarterly cumulative dividends at 6% per annum payable in cash or common stock at the Company’s option; (c) it participates in declared and paid cash common stock dividends; (d) it is non-voting except for certain protective covenants; and (e) it has a liquidation preference of $50,795,000 as of September 30, 2025, equal to the original purchase price, plus any accrued and unpaid dividends.

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

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HYPERION DEFI, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

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. 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 nine months ended September 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	(699,246)		7.05
Outstanding September 30, 2025	33,820,785	$	3.54	4.7	$	210,400,331

Exercisable September 30, 2025	1,205,402	$	11.27	4.6	$	3,944,957

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HYPERION DEFI, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

The following table presents information related to warrants as of September 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	4.7	350,000
$	5.2720	394,234	4.9	394,234
$	8.6080	302,045	4.3	302,045
$	40.0000	108,694	4.3	108,694
$	55.2000	49,280	4.3	49,280
$	380.8000	1,149	5.6	1,149
		33,820,785	4.6	1,205,402

Note 11 - Segment Reporting

The Company has two operating and reporting segments (ophthalmic technology and digital assets). The accounting policies of the segments 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 Company’s segments for the three and nine months ended September 30, 2025 and 2024:


	For the Three Months Ended
	September 30, 2025						September 30, 2024
	Ophthalmic		Digital				Ophthalmic		Digital
	Technology		Assets		Total		Technology		Assets		Total

Revenue:
Revenue	$	—	$	302,506	$	302,506	$	1,625	$	—	$	1,625
Less:
Cost of revenue		—		—		—		(132,522)		—		(132,522)
Gross Profit (Loss)		—		302,506		302,506		(130,897)		—		(130,897)
Less:
Research and Development
Salaries and benefits		173,930		—		173,929		1,765,852		—		1,765,852
Direct clinical and non-clinical expenses		19,896		—		19,896		610,404		—		610,404
Facilities expenses		44,919		—		44,919		205,958		—		205,958
Non-cash stock based compensation expenses		126,054		—		126,054		179,776		—		179,776
Supplies and materials		—		—		—		331,352		—		331,352
Other expenses		9,057		—		9,057		89,594		—		89,594
Depreciation expense		—		—		—		289,003		—		289,003
Realized gains - digital assets		—		(6,942,713)		(6,942,713)		—		—		—
Unrealized gains - digital assets		—		(6,440,804)		(6,440,804)		—		—		—
Impairment loss - digital intangible assets		—		6,289,847		6,289,847		—		—		—
Segment income (loss)		(373,855)		7,396,176		7,022,321		(3,602,836)		—		(3,602,836)
Reconciling Items
Selling, general and administrative expense ⁽¹⁾		—		—		2,594,130		—		—		3,729,091
Other (income) expense, net ⁽²⁾		—		—		(2,197,391)		—		—		555,926
Net Income (Loss)	$	(373,855)	$	7,396,176	$	6,625,582	$	(3,602,836)	$	—	$	(7,887,853)


	For the Nine Months Ended
	September 30, 2025						September 30, 2024
	Ophthalmic		Digital				Ophthalmic		Digital
	Technology		Assets		Total		Technology		Assets		Total
Revenue:
Revenue	$	14,720	$	302,506	$	317,226	$	29,243	$	—	$	29,243
Less:
Cost of revenue		(48)		—		(48)		(825,910)		—		(825,910)
Gross Profit (Loss)		14,672		302,506		317,178		(796,667)		—		(796,667)
Less:
Research and Development
Salaries and benefits		1,017,960		—		1,017,960		5,523,650		—		5,523,650
Direct clinical and non-clinical expenses		108,816		—		108,816		2,641,136		—		2,641,136
Facilities expenses		178,187		—		178,187		652,531		—		652,531
Non-cash stock based compensation expenses		348,022		—		348,022		618,516		—		618,516
Supplies and materials		25,130		—		25,130		1,812,674		—		1,812,674
Other expenses		43,361		—		43,361		338,034		—		338,034
Depreciation expense		—		—		—		914,172		—		914,172
Reacquisition of license rights		—		—		—		—		—		4,864,600
Realized gains - digital assets		—		(6,942,713)		(6,972,713)		—		—		—
Unrealized gains - digital assets		—		(6,440,804)		(6,440,804)		—		—		—
Impairment loss - digital intangible assets

HYPERION DEFI, INC. 10-Q