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 |