HYPERION DEFI, INC.
For the period ended Dec 31, 2025. Filed Mar 30, 2026.
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FY2025 · Filed Mar 30, 2026
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PART I
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains “forward-looking statements” that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. The statements contained in this Annual Report on Form 10-K that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or Exchange Act. Such forward-looking statements include our estimates regarding expenses, future revenue, capital requirements and our need for additional financing and other financial items; any statements regarding the viability of, and risks associated with, our cryptocurrency treasury strategy; any statements of the plans, strategies and objectives of management for future operations; estimates regarding the potential market opportunity for our platform technology; factors that may affect our operating results; statements about our ability to establish and maintain intellectual property rights; statements about our ability to retain key personnel and hire necessary employees and appropriately staff our operation; statements related to future capital expenditures; statements related to future economic conditions or performance; and other matters that do not relate strictly to historical facts or statements of assumptions underlying any of the foregoing. Forward-looking statements are often identified by the use of words such as, but not limited to, “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “will,” “plan,” “project,” “seek,” “should,” “target,” “would,” and similar expressions or variations intended to identify forward-looking statements. These statements are based on the beliefs and assumptions of our management based on information currently available to management. Such forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section titled “Summary Risk Factors” described below and “Risk Factors” included in Item 1A of Part I of this Annual Report on Form 10-K, and the risks discussed in our other U.S. Securities and Exchange Commission, or SEC, filings. Furthermore, such forward-looking statements speak only as of the date of this report. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.
As used in this report, the terms “Hyperion DeFi, Inc.,” “Hyperion DeFi,” “Hyperion,” “Company,” “company,” “we,” “us,” and “our” mean Hyperion DeFi, Inc. and its subsidiaries unless the context indicates otherwise.
Summary Risk Factors
Some of the factors that could materially and adversely affect our financial condition, results of operations, cash flow, the market price of shares of our common stock or our prospects include, but are not limited to, the following. You should read this summary together with the more detailed description of each risk factor contained in Item 1A, “Risk Factors” in this Annual Report on Form 10-K.
Risks Related to Our HYPE Token Treasury Strategy
| ● | The Hyperliquid platform and technologies and HYPE have a limited operating history. Our HYPE Token Treasury Strategy is significantly concentrated in our holdings of HYPE. HYPE is a highly volatile asset, and fluctuations in the price and liquidity of HYPE may influence our financial results and the market price of our listed securities. HYPE faces unique technical, governance and concentration risks that could materially affect its long-term viability. |
| ● | HYPE, the Hyperliquid network and other digital assets are novel and are subject to significant legal and regulatory uncertainty. Our HYPE and other digital assets treasury strategy subjects us to enhanced regulatory oversight. Absent federal regulations, there is a possibility that HYPE may be classified as a “security.” Any classification of HYPE as a “security” would subject us to additional regulation and could materially and adversely impact the operation of our business. |
| ● | We face risks relating to the custody of our HYPE and other digital assets, including the loss or destruction of private keys required to access our HYPE and cyberattacks or other data loss relating to our HYPE, including smart contract related losses and vulnerabilities. We are also subject to similar risk of loss, cyberattack and other data loss by counterparties with whom we do business. |
Risks Related to Our Business Operations and Managing Growth
| ● | We are highly dependent on the services of our senior management team, including our Chief Executive Officer, and if we are not able to retain these members of our management team or recruit and retain additional management personnel, our business will be harmed. |
| ● | We have limited corporate infrastructure. |
| ● | If we fail to comply with environmental, health and safety laws and regulations, we could become subject to fines or penalties or incur costs that could harm our business. |
Risks Related to Ownership of Our Common Stock
| ● | A significant portion of our total outstanding shares may be sold into the market in the near future, which could cause the market price of our common stock to drop significantly, even if our business is performing well. |
| ● | The price of our common stock has been, and may continue to be, volatile and may fluctuate substantially, which could result in substantial losses for purchasers of our common stock. |
| ● | We have broad discretion in the use of our cash, including the net proceeds from our financings, and might not use them effectively. |
Risks Related to Our Financial Position and Need for Additional Capital
| ● | We may need to raise additional capital, which may not be available on acceptable terms, or at all. |
| ● | Any delisting of our common stock from Nasdaq could prevent us from maintaining an active, liquid and orderly trading market for our common stock. |
| ● | We have entered into multiple loan modification agreements with Avenue, and we cannot guarantee that we will be able to comply with the terms of this agreement, or continue obtaining forbearance if needed. |
| ● | We have incurred annual operating losses since our inception. We might never achieve or maintain profitability. |
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