HYPERION DEFI, INC. 8-K

What Happened
Hyperion DeFi, Inc. announced on its Form 8-K that the Board appointed Hyunsu Jung as permanent Chief Executive Officer effective January 1, 2026 (he had been Interim CEO since September 2025). Mr. Jung has served as the company’s Chief Investment Officer and a director since June 2025 and previously was a Portfolio Manager at DARMA Capital. In connection with the appointment, Mr. Jung entered into an amended and restated employment agreement providing a $520,000 annual base salary, eligibility for equity awards, and a cash bonus opportunity (up to 100% of base salary for 2026). His employment term extends through January 17, 2029, unless earlier terminated or extended.

Also on January 5, 2026, the company reported that 100,000 shares of Series A Non‑Voting Preferred Stock were converted into 300,000 shares of common stock for no additional consideration pursuant to the preferred terms. The Conversion Shares were not registered under the Securities Act, relying on Section 4(a)(2) and/or Rule 506 of Regulation D. The company previously issued an aggregate 5,435,897 shares of Series A Preferred on June 20, 2025 (5,435,897 remained outstanding as of September 30, 2025).

Key Details

• CEO appointment effective January 1, 2026; Jung was Interim CEO since Sept 2025 and a director/CIO since June 2025.
• Employment agreement: $520,000 base salary; 2026 bonus up to 100% of base; term through Jan 17, 2029; severance includes 12 months’ base pay and up to 12 months’ health coverage if terminated other than for cause.
• Equity conversion: 100,000 Series A Preferred → 300,000 common shares on Jan 5, 2026; shares issued without registration under Section 4(a)(2)/Rule 506.
• The company also announced Robert Rubenstein, Esq. as General Counsel effective January 12, 2026 (press release furnished as Exhibit 99.1).

Why It Matters
Leadership: Naming a permanent CEO provides management stability and clarifies strategic leadership for investors after an interim period. Compensation: the employment terms (notably a $520k base and potential large bonus) increase executive compensation commitments that investors should note. Dilution/Capital Structure: conversion of preferred into 300,000 common shares increases the company’s outstanding common shares (dilution effect), and the unregistered nature of the conversion indicates reliance on private placement exemptions. Investors should monitor future disclosures for cumulative share counts, equity awards, and any material impacts on share ownership or financials.