HYPERION DEFI, INC.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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SCHEDULE 14A

(RULE 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(A) of the

Securities Exchange Act of 1934

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Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement.

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)).

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Definitive Proxy Statement.

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Definitive Additional Materials.

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Soliciting Material Pursuant to §240.14a-12.

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(Name of Registrant as Specified in its Charter)

N/A

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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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NOTICE OF 2026 ANNUAL MEETING

AND PROXY STATEMENT

Tuesday, June 30, 2026

12:00 PM ET

Virtual-Only at the following website address:

https://web.viewproxy.com/hypd/2026

3090 Nowitzki Way,

Suite 300

Dallas, TX 75219

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

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May 5, 2026​

To the Stockholders of Hyperion DeFi, Inc.:

Notice is hereby given that the Annual Meeting of Stockholders (the “Annual Meeting”) of Hyperion DeFi, Inc. (the “Company”) will be held on June 30, 2026. The virtual meeting will enable greater stockholder attendance and greater participation from any location around the world, improve meeting efficiency and our ability to communicate effectively with our stockholders, and reduce the cost and environmental impact of our annual meeting. You may attend the Annual Meeting online at the following website address: https://web.viewproxy.com/hypd/2026 and by entering the control number included on your proxy card or in the instructions that accompanied your Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”). You must register to attend the virtual meeting no later than June 29, 2026 at 11:59 PM ET at the following website address: https://web.viewproxy.com/hypd/2026. The Annual Meeting will begin at approximately 12:00 PM ET, with login beginning at 11:45 AM ET, via a live webcast on the Internet.

The Annual Meeting is called for the following purposes:

1. To elect the five directors named in the accompanying proxy statement (the “Proxy Statement”) for one-year terms expiring in 2027 or until their successors have been elected and qualified (“Proposal 1”);

2. To ratify the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 by the audit committee of the Company’s Board of Directors (the “Board of Directors” or the “Board”) (“Proposal 2”);

3. To approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement (“Proposal 3”);

4. To approve an amendment and restatement of the Company’s Third Amended and Restated Certificate of Incorporation, as amended (the “Charter”), in substantially the form attached to the Proxy Statement as Annex A, to enable stockholders of the Company to act by written consent in lieu of a meeting (“Proposal 4”);

5. To approve a proposal to adjourn the Annual Meeting to a later date, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal 4 (“Proposal 5”); and

6. To consider and take action upon such other matters as may properly come before the meeting or any adjournment or postponement thereof.

These matters are more fully described in the Proxy Statement accompanying this Notice. If you were a stockholder of record of Hyperion DeFi common stock as of the close of business on May 4, 2026, you are entitled to receive the Notice of Internet Availability, this Notice and vote at the Annual Meeting and any adjournments or postponements thereof, provided that our Board of Directors may fix a new record date for an adjourned meeting. Our stock transfer books will not be closed. A list of the stockholders entitled to vote at the meeting may be examined at our principal executive offices in Dallas, Texas during ordinary business hours for the 10-day period preceding the meeting for any purposes related to the meeting.

On or about May 11, 2026, we will mail to our stockholders the Notice of Internet Availability to all stockholders entitled to vote at the Annual Meeting.

You are cordially invited to virtually attend the Annual Meeting. Whether or not you expect to virtually attend, our Board of Directors respectfully requests that you vote your stock in the manner described in the Proxy Statement. You may revoke your proxy in the manner described in the Proxy Statement at any time before it has been voted at the meeting.

By Order of the Board of Directors of Hyperion DeFi, Inc.,

/s/ Hyunsu Jung

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Chief Executive Officer and Member of the Board

Dallas, TX

Dated: May 5, 2026