Form: 8-K

Current report

July 1, 2026

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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): June 30, 2026

 

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.)

 

3090 Nowitzki Way

Suite 300

Dallas, TX 75219

(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 5.07. Submission of Matters to a Vote of Security Holders.

 

The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Hyperion DeFi, Inc. (“Hyperion DeFi” or the “Company”) was held in a virtual format on June 30, 2026 starting at 12:00 PM EDT. Of Hyperion DeFi’s 12,219,295 shares of common stock issued and eligible to vote as of the record date of May 4, 2026, a quorum of 5,891,614 shares, or approximately 48.22% of the eligible shares, was present virtually or represented by proxy at the Annual Meeting. The results of the proposals at the Annual Meeting are set forth below. Each of the matters set forth below is described in detail in Hyperion DeFi’s definitive proxy statement on Schedule 14A related to the Annual Meeting, filed on May 5, 2026 (the “Proxy Statement”).

 

1. Election of the following directors of Hyperion DeFi, to serve one-year terms expiring in 2027 or until their successors have been elected and qualified.

 

Nominee  Shares
Voted For
   Shares Voted
to Withhold Authority
   Broker
Non-Votes
 
Michael Geltzeiler  1,633,075   24,595   4,233,944 
Rachel Jacobson  1,563,411   94,259   4,233,944 
Hyunsu Jung  1,635,240   22,430   4,233,944 
Happy Walters  1,621,862   35,808   4,233,944 
Ellen Strahlman, M.D.  1,563,720   93,950   4,233,944 

 

2. Ratification of the appointment of CBIZ CPAs P.C. as Hyperion DeFi’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

 

Shares
Voted For
  Shares Voted
Against
  Shares
Abstaining
  Broker
Non-Votes
 
5,818,205  48,639  24,770  0 

 

3. Approval, on an advisory basis, of the compensation of Hyperion DeFi’s named executive officers, as disclosed in the Proxy Statement.

 

Shares
Voted For
  Shares Voted
Against
  Shares
Abstaining
  Broker
Non-votes
 
1,466,211  164,535  26,923  4,233,945 

 

4. Approval of the Company’s Fourth Amended and Restated Certificate of Incorporation to enable stockholders of the Company to act by written consent in lieu of a meeting. This matter did not receive the necessary votes to pass and will not be implemented.

 

Shares
Voted For
  Shares Voted
Against
  Shares
Abstaining
  Broker
Non-votes
 
1,620,007  25,194  12,469  4,233,944 

 

5. Approval of one or more adjournments of the Annual Meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to approve Proposal No. 4 at the time of the Annual Meeting or if there is not a quorum.

 

Shares
Voted For
  Shares Voted
Against
  Shares
Abstaining
  Broker
Non-votes
 
2,492,978  85,103  16,841  3,296,692 

 

 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit
No.
  Description
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

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.
   
Date: July 1, 2026 /s/ Hyunsu Jung
  Hyunsu Jung
  Chief Executive Officer