UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 1314, 2025

HYPERION DEFI, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-38365		47-1178401
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

23461 South Pointe Drive, Suite 390
Laguna Hills, CA 92653

(Address of Principal Executive Offices, and Zip Code)

(833) 393-6684

Registrant’s Telephone Number, Including Area Code

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 21.0201. ~~Results~~Entry ofinto ~~Operations~~a ~~and~~Material ~~Financial~~Definitive ~~Condition~~Agreement.

On November 13 14, 2025, Hyperion DeFi, Inc. (the “Company”) ~~issued~~entered into a ~~press~~Sales ~~release~~Agreement ~~announcing~~(the “Sales Agreement”), with Cantor Fitzgerald & Co. and Chardan Capital Markets, LLC (the “Sales Agents”), under which the Company may, from time to time in its ~~financial~~sole ~~results~~discretion, ~~for~~offer and sell through the ~~fiscal~~Sales Agents, shares (“Shares”) ~~quarter~~of ~~ended~~its ~~September~~common 30stock, ~~2025~~par value $0.0001 Aper ~~copy~~share (“Common Stock”), from time to time (the “Offering”). The issuance and sale of the ~~press~~Shares, ~~release~~if isany, ~~furnished~~will asbe ~~Exhibit~~made ~~99.1~~under the Agreement pursuant to ~~this~~the ~~Current~~Company’s ~~Report~~shelf registration statement on Form S-3 (Registration 8Statement No. 333-K[·]), filed with the Securities and isExchange ~~incorporated~~Commission (the “SEC”) on November 14, ~~herein~~2025, byand ~~reference~~the prospectus relating to the Offering (the “Sales Agreement Prospectus”) filed therewith that forms a part of the Registration Statement. Pursuant to the Sales Agreement Prospectus, the Company may offer and sell Shares having an aggregate offering price of up to $500,000,000.

~~The~~Subject ~~information~~to ~~contained~~the interms ~~this~~and ~~Item~~conditions ~~2.02~~of the Sales Agreement, ~~including~~the ~~Exhibit~~Sales ~~99.1~~Agents may sell Shares in negotiated transactions, isincluding block trades, or ~~being~~transactions ~~“furnished”~~that ~~and~~are ~~shall~~deemed ~~not~~to be ~~deemed~~an “~~filed” for~~at ~~purposes~~the ofmarket ~~Section~~offering” 18as defined in Rule 415(a)(4) of the Securities ~~Exchange~~ Act of ~~1934~~1933, as amended (the “~~Exchange~~Securities Act”), orincluding ~~otherwise~~sales ~~subject~~made ~~to the~~by ~~liability~~means of ~~that~~ordinary ~~Section~~brokers’ transactions, including directly on The Nasdaq Capital Market or ~~Sections~~sales 11made ~~and~~to ~~12(~~or through a~~)(2)~~ ofmarket ~~the~~maker ~~Securities~~other ~~Act~~than ofon ~~1933~~an exchange at prevailing market prices, at asprices ~~amended~~related ~~(the~~to ~~“Securities~~prevailing ~~Act”)~~market prices or at negotiated prices or by any other method permitted by law. The ~~information~~Sales ~~contained~~Agents inwill ~~this~~use commercially ~~Item~~reasonable ~~2.02,~~efforts ~~including~~to ~~Exhibit~~sell ~~99.1~~the Shares from time to time, ~~shall~~based ~~not~~upon beinstructions ~~incorporated~~from bythe ~~reference~~Company ~~into~~(including any ~~registration~~price, ~~statement~~time or size limits or other ~~document~~customary ~~pursuant~~parameters toor conditions the ~~Securities~~Company ~~Act~~may orimpose). ~~into~~The ~~any~~Company ~~filing~~will orpay ~~other~~the ~~document~~Sales ~~pursuant~~Agents an aggregate commission equal to 4.0% of the ~~Exchange~~gross ~~Act,~~sales ~~except~~proceeds asof ~~otherwise expressly~~any ~~stated~~Sales insold ~~any~~through ~~such~~the ~~filing~~Sales Agents under the Sales Agreement.

~~Item~~The Company 7is not obligated to make any sales of Shares under the Sales Agreement.01 The offering of Shares will terminate upon the earlier of (i) the sale of all Shares subject to the Sales Agreement or (ii) termination of the Sales Agreement in accordance with its terms. ~~Regulation~~The FDSales ~~Disclosure~~Agreement contains customary representations, warrantees and agreements between the Company and the Sales Agents, including customary indemnification rights, including for liabilities under the Securities Act. The representations, warranties and covenants contained in the Sales Agreement were made only for purposes of such agreement and as of specific dates and were solely for the benefit of the parties to such agreement.

OnThe ~~November~~foregoing ~~13,~~description ~~2025,~~of the ~~Company~~ ~~will~~Sales ~~host~~Agreement adoes ~~conference~~not ~~call~~purport to ~~discuss~~be ~~its~~complete ~~financial~~ and ~~operating~~is ~~results~~qualified ~~for~~in ~~the~~its ~~quarter~~entirety ~~ended~~by ~~September~~reference ~~30,~~to ~~2025. A~~ the copy of the ~~investor~~Sales ~~presentation~~Agreement, ~~that~~which ~~will be used during this conference call~~ is ~~furnished~~filed as Exhibit 9910.21 to ~~this~~the ~~Current~~Company's ~~Report~~Registration Statement on Form 8S-K3 filed on November 17, 2025 and is incorporated herein by reference.

~~The~~This ~~information~~Current ~~contained in~~Report ~~this~~on ~~Item~~Form 8-K ~~7.01, including Exhibit 99.2, is being “furnished” and~~ shall not ~~be deemed “filed” for purposes of~~ ~~Section~~constitute 18an ofoffer ~~the~~to ~~Exchange~~sell ~~Act~~ or ~~otherwise subject to~~ the ~~liability~~solicitation of ~~that~~an ~~Section~~offer orto ~~Sections~~buy 11Shares, ~~and~~nor ~~12(a)(2)~~shall ofthere ~~the~~be ~~Securities~~any ~~Act. The information contained in this Item 7.01~~offer, ~~including Exhibit 99.2~~solicitation, ~~shall~~or ~~not~~sale beof ~~incorporated~~Shares in ~~by reference into~~ any ~~registration~~state ~~statement~~ or ~~other~~country ~~document~~in ~~pursuant~~which tosuch ~~the~~offer, ~~Securities~~solicitation ~~Act~~ or ~~into~~sale ~~any~~would ~~filing~~be orunlawful ~~other~~prior ~~document pursuant~~ to ~~the~~registration ~~Exchange~~or ~~Act,~~qualification ~~except~~under asthe ~~otherwise~~securities ~~expressly~~laws ~~stated~~of in any such ~~filing~~state or country.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Press Release, dated November 13, 2025.
5.1	Opinion of Counsel
99.2	Investor Presentation, dated November 13, 2025.
10.1#	Sales Agreement by and among Hyperion DeFi, Inc. and Cantor Fitzgerald & Co. and Chardan Capital Markets, LLC, dated November 14, 2025 (incorporated by reference to Exhibit 1.2 to the Company's Registration Statement on Form S-3 filed with the Securities and Exchange Commission on November 17, 2025).
104	Cover Page Interactive Data File (embedded within the inline XBRL document).

# Certain information in this Exhibit was omitted by means of marking such information with parentheses (“(***)”) because the identified information (i) is not material and (ii) is the type of information that the Company treats as private or confidential.

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 hereunto duly authorized.

	HYPERION DEFI, INC.
Dated: November 13, 2025	By:	/s/ Hyunsu Jung
Dated: November 17, 2025	By:	/s/ Hyunsu Jung
		Hyunsu Jung
		Interim Chief Executive Officer

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