Business Context and Reporting Period
This Form 8-K is a current report filed by Hyperion DeFi, Inc. (Nasdaq: HYPD) on January 5, 2026, covering events occurring on January 1, 2026, and January 5, 2026. The company is incorporated in Delaware and operates as an emerging growth company.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The report focuses on corporate governance and equity transactions.
- Equity Conversion: On January 5, 2026, 100,000 shares of Series A Non-Voting Preferred Stock were converted into 300,000 shares of common stock for no additional consideration.
- Outstanding Preferred Stock: As of September 30, 2025, 5,435,897 shares of Series A Preferred Stock were outstanding.
Material Changes
The filing discloses significant changes in executive leadership and capital structure:
- Executive Appointment: Hyunsu Jung was appointed as permanent Chief Executive Officer (CEO), effective January 1, 2026, succeeding his role as Interim CEO held since September 2025.
- Legal Counsel Appointment: Robert Rubenstein, Esq., was appointed as General Counsel, effective January 12, 2026.
- Capital Structure: The conversion of preferred stock to common stock alters the company's share count without raising new capital.
Guidance, Outlook, and Management Commentary
The filing does not provide financial guidance, revenue outlook, or management commentary on future business performance. However, it details the terms of the new CEO's employment agreement:
- Compensation: Mr. Jung receives a base salary of $520,000 annually.
- Bonus: Eligible for a cash bonus up to 100% of base salary for calendar year 2026, subject to performance goals.
- Term: Employment extends until January 17, 2029.
- Severance: In the event of termination without cause or resignation for good reason, Mr. Jung is entitled to 12 months of base salary and up to 12 months of health insurance continuation.
Investor Verification Checklist
- Verify the impact of the 300,000 new common shares on existing shareholder dilution.
- Review the full text of the Amended and Restated Employment Agreement (Exhibit 10.1) for specific performance metrics tied to the bonus.
- Confirm the status of the remaining Series A Preferred Stock and any future conversion triggers.
- Monitor the press release (Exhibit 99.1) for additional strategic context regarding the leadership changes.