Termination of a Material Definitive Agreement · Results of Operations and Financial Condition · Regulation FD Disclosure · Other Events
Item 1.02 Termination of a Material Definitive Agreement. On September 28, 2026 (the “Payoff Date”), Hyperion DeFi, Inc., formerly known as Eyenovia, Inc. (the “Company”) voluntarily repaid in full all outstanding obligations under the Loan and Security Agreement, dated November 22, 2022 with Avenue Capital Management II, L.P., as administrative and collateral agent, Avenue Venture Opportunities Fund, L.P.…
Filed Oct 2, 2026Accepted Oct 2, 2026, 8:05 AM EDTCIK 1682639Accession 0001104659-26-113050
Hyperion DeFi, Inc. is the first U.S. publicly listed DeFi company building on Hyperliquid. The Company provides investors with streamlined access to the Hyperliquid ecosystem, one of the fastest growing, highest revenue-generating blockchains in the world. Shareholders benefit from compounding exposure to HYPE, both from its native staking yield and additional revenues generated from its unique onchain utility.
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Item 1.02Item 1.02 - Termination of Material Agreement
Item 1.02 Termination of a Material Definitive Agreement.
On September 28, 2026 (the “Payoff Date”), Hyperion DeFi,
Inc., formerly known as Eyenovia, Inc. (the “Company”) voluntarily repaid in full all outstanding obligations under the Loan
and Security Agreement, dated November 22, 2022 with Avenue Capital Management II, L.P., as administrative and collateral agent, Avenue
Venture Opportunities Fund, L.P. as a lender and Avenue Venture Opportunities Fund II, L.P. as a lender, (as amended and supplemented,
the "Loan Agreement"). The Loan Agreement provided for term loans in an aggregate principal
amount of up to $15.0 million to be delivered in multiple tranches. In connection with the repayment, the Loan Agreement and all
related loan documents were terminated, all liens and security interests securing the obligations thereunder, including any liens on the
Company's assets, were released, and all commitments thereunder were terminated, except for those provisions that by their terms survive
termination.
The aggregate payoff amount was approximately $8.6 million. The Company
did not incur any early termination penalties in connection with the repayment. The repayment was funded with the proceeds from the sale
of HYPE tokens described in Item 8.01 below and cash on hand.
Other than the Loan Agreement and related loan documents, there is
no material relationship between the Company or its affiliates and the Lenders (as defined under the Loan Agreement).
The foregoing description of the Loan Agreement does not purport to
be complete and is qualified in its entirety by reference to the full text of the Loan Agreement and its amendments and supplements, copies
of which were filed as Exhibits 10.30 and 10.31 to the Annual Report on Form 10-K filed by the Company on March 31, 2023 (the “2022
Annual Report”) and on Forms 8-K filed by the Company on November 25, 2024, February 24, 2025, June 5, 2025 and June 24, 2025 and
the Subscription Agreements, copies of which were filed as Exhibit 10.32 to the 2022 Annual Report and Exhibit 10.2 to the Form 8-K filed
by the Company on November 25, 2024.
Item 2.02Item 2.02 - Results of Operations
Item 2.02 Results of Operations and Financial Condition.
The Company announced that as of September 30, 2026, it had approximately
$14.5 million in cash, cash equivalents and USDC stablecoin.
The cash, cash equivalents and USDC stablecoin information above is
based on preliminary unaudited information and management estimates for the fiscal period ended September 30, 2026, is not a comprehensive
statement of our financial results as of and for the fiscal period ended September 30, 2026, and is subject to completion of our financial
closing procedures. The Company’s independent registered public accounting firm has not conducted an audit or review of, and does
not express an opinion or any other form of assurance with respect to, this preliminary estimate.
Pursuant to the rules and regulations of the SEC, the information provided
in this Item 2.02 of this Form 8-K shall be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), and shall be deemed to be incorporated by reference in any filing under the Securities Act
of 1933, as amended, or the Exchange Act, unless otherwise expressly set forth by specific reference in such a filing.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
On October 2, 2026, the Company issued a press release announcing the
matters described in this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 hereto.
The information in this Item 7.01, including Exhibit 99.1, is being
furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the "Securities
Act"), or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events.
Sale of HYPE Tokens
During the three months ended September 30, 2026, the Company sold
a total of 200,000 HYPE and HYPE liquid staking tokens. Net of dispositions and staking rewards, as of September 30, 2026, the Company
holds an aggregate of 1.85 million Gross HYPE tokens.
Filed exhibits (1)
EX-99.1 (by filename) tm2626852d1_ex99-1.htm
Exhibit 99.1
Hyperion DeFi Commences Share Buybacks, Retires
All Legacy Debt, and Commits to Further Capital Optimization
DALLAS, October 2, 2026 (GLOBE NEWSWIRE) -- Hyperion DeFi, Inc. (NASDAQ:
HYPD) (“Hyperion DeFi” or the “Company”), today announced it has repurchased 240,124 HYPD common shares at a
weighted average price of $3.21* per share and retired its legacy debt of approximately $8.6 million, as it continues its efforts to
optimize its capital structure for the benefit of common stockholders.
“We have continued to execute on the promises we’ve made
to investors,” said Hyunsu Jung, Chief Executive Officer of Hyperion DeFi. “The month of September was very exciting for
us, having raised guidance, commencing share buybacks, paid down legacy debt, and announced multiple new businesses. We are grateful
for Avenue Capital’s long-term support of the Company in its transformation away from Eyenovia, our legacy biotech brand. With
the debt fully repaid, we now have more operational flexibility to scale our onchain DeFi businesses, as well as more flexibility to
improve our capital structure for the benefit of HYPD common stockholders.”
The Company repaid all outstanding princi…