Leadership shift and board expansion at Hyperion DeFi (NASDAQ: HYPD)

Rhea-AI Filing Summary

Hyperion DeFi, Inc. reports that Nasdaq staff notified the company on September 2, 2025 that it has regained compliance with the Nasdaq minimum $2,500,000 stockholders’ equity requirement for continued listing under Listing Rule 5550(b)(1). This follows an earlier notice in April 2025 that its reported equity was below that threshold.

On the same date, Chief Executive Officer Michael Rowe informed the board of his intent to resign. Until his resignation becomes effective, Chief Investment Officer and director Hyunsu Jung will serve as Interim Chief Executive Officer, Principal Financial Officer, Treasurer, and Secretary, working with Mr. Rowe on a smooth transition.

The board also expanded its size to six members and appointed Happy Walters as a director, effective immediately, with a term through the 2026 annual meeting. In connection with his board service, Mr. Walters received 50,000 restricted stock units that vest in tranches on March 31, 2026, August 16, 2026, and November 16, 2026, or fully upon certain change-in-control or non-voluntary separation events.

Positive

• Regained Nasdaq equity compliance: Nasdaq staff confirmed the company now satisfies the minimum $2,500,000 stockholders’ equity requirement under Listing Rule 5550(b)(1), easing delisting concerns tied to equity levels.

Negative

• CEO resignation and concentrated interim roles: Chief Executive Officer Michael Rowe intends to resign, with CIO and director Hyunsu Jung temporarily assuming multiple top executive and financial officer positions during the transition.

Insights

Equity & governance analyst

Nasdaq equity compliance restored as Hyperion DeFi manages a CEO transition and adds a new director.

Hyperion DeFi has resolved a key listing risk: Nasdaq staff confirmed on September 2, 2025 that the company now meets the minimum $2,500,000 stockholders’ equity requirement under Listing Rule 5550(b)(1). This reverses the earlier deficiency notice tied to its Form 10-K for the year ended December 31, 2024, reducing near-term pressure around potential delisting based on equity levels.

The same report outlines meaningful leadership changes. CEO Michael Rowe has notified the board of his intent to resign, while current Chief Investment Officer and director Hyunsu Jung assumes multiple interim roles, including Interim Chief Executive Officer and Principal Financial Officer. This concentration of responsibilities in one individual simplifies decision-making but also places substantial operational and financial oversight on a single executive during the transition.

Governance-wise, the board expanded to six members and appointed Happy Walters, who brings experience in sectors such as telehealth, blockchain, fitness, and lifestyle and has prior public-company board roles. His compensation includes 50,000 RSUs, vesting in three tranches through November 16, 2026 or earlier on specified events. Future disclosures in company reports may provide more detail on the timing of the permanent CEO appointment and any further board or committee changes.

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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): September 2, 2025

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.)

23461 South Pointe Drive, Suite 390, Laguna Hills, CA 92653

(Address of Principal Executive Offices, and Zip Code)

(833) 393-6684

Registrant’s Telephone Number, Including Area Code 

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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously reported, on April 29, 2025, Hyperion DeFi, Inc. (the “Company”) received a notice from the staff (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company’s stockholders’ equity as reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 was below the minimum $2,500,000 required for continued listing under Listing Rule 5550(b)(1) (the “Minimum Equity Requirement”).

On September 2, 2025, the Company received a notice from the Staff indicating that the Company has regained compliance with the Minimum Equity Requirement.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 2, 2025, Michael Rowe notified the Board of Directors (the “Board”) of the Company of his intent to resign from his position as Chief Executive Officer of the Company. Pending the effectiveness of Mr. Rowe’s resignation, Hyunsu Jung, who is currently the Company’s Chief Investment Officer and a member of the Board, will serve as Interim Chief Executive Officer, Principal Financial Officer, Treasurer, and Secretary of the Company. Mr. Jung will work with Mr. Rowe to ensure a smooth transition.

In addition, on September 8, 2025, the Board of the Company expanded the size of the Board to six (6) members and appointed Happy Walters as a member of the Board, effective immediately. Mr. Walters will serve as a director until the Company’s 2026 annual meeting of stockholders and thereafter until his successor has been elected and qualified or until his earlier death, resignation or removal. Mr. Walters has also been appointed to serve on the Board’s Nominating and Governance Committee.

Mr. Walters, age 58, is the founder of and has been Chief Executive Officer of Blue Horizon Capital LLC since 2019, where Mr. Walters leverages his deep expertise and strategic vision to drive growth in cutting-edge sectors such as telehealth, blockchain, fitness, and lifestyle. Mr. Walters also serves on the board of directors of Immutable Holdings, Inc. (Cboe: HOLD). Mr. Walters previously co-founded and served on the board of LifeMD, Inc. (Nasdaq: LFMD) and co-founded Bitcoin treasury ZOOZ Power Ltd. (Nasdaq and TASE: ZOOZ). Mr. Walters was an early investor in Hedera Hashgraph, an open-source, public network governed by a council of leading global institutions, consulting on counsel and investor relations. As an early investor in Axelar Networks, a Layer 2 protocol blockchain platform, Mr. Walters provided strategic support in investor fundraising and go-to-market strategies. Mr. Walters earned his B.A. degree from the University of Michigan in 1990.

There is no arrangement between Mr. Walters and any person pursuant to which he was selected as a director, and there is no family relationship between Mr. Walters and any other director or executive officer of the Company.

In connection with his service on the Board, Mr. Walters will receive cash compensation pursuant to the compensation arrangements for non-employee directors described in the Company’s definitive proxy statement relating to its 2025 Annual Meeting of Stockholders. In addition, Mr. Walters received a grant of 50,000 restricted stock units (“RSUs”), which will vest as follows: (1) 25,000 RSUs shall vest on March 31, 2026; (2) 12,500 RSUs shall vest on August 16, 2026; and (3) 12,500 RSUs shall vest on November 16, 2026, or immediately and in full upon a change in control of the Company or termination of the director’s board service for other than a voluntary resignation.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		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: September 8, 2025	/s/ Hyunsu Jung
	Hyunsu Jung
	Interim Chief Executive Officer

FAQ

What Nasdaq requirement did Hyperion DeFi (HYPD) regain compliance with?

Nasdaq staff notified Hyperion DeFi on September 2, 2025 that it has regained compliance with the Nasdaq Listing Rule 5550(b)(1) Minimum Equity Requirement, which requires at least $2,500,000 in stockholders’ equity for continued listing on the Nasdaq Capital Market.

Why was Hyperion DeFi previously out of compliance with Nasdaq rules?

On April 29, 2025, the company received a notice from Nasdaq staff stating that stockholders’ equity reported in its Form 10-K for the year ended December 31, 2024 was below the minimum $2,500,000 level required under Listing Rule 5550(b)(1).

What leadership change did Hyperion DeFi announce regarding its CEO?

On September 2, 2025, Michael Rowe notified the board of his intent to resign as Chief Executive Officer. Until his resignation is effective, Hyunsu Jung, currently Chief Investment Officer and a director, will serve as Interim Chief Executive Officer, Principal Financial Officer, Treasurer, and Secretary, working with Mr. Rowe on a smooth transition.

Who is serving as interim leadership at Hyperion DeFi after the CEO’s resignation notice?

Hyunsu Jung, the company’s Chief Investment Officer and a member of the board, is serving as Interim Chief Executive Officer, Principal Financial Officer, Treasurer, and Secretary pending the effectiveness of Michael Rowe’s resignation.

What board changes did Hyperion DeFi (HYPD) make and who is Happy Walters?

On September 8, 2025, the board expanded its size to six members and appointed Happy Walters as a director, effective immediately. Mr. Walters is the founder and Chief Executive Officer of Blue Horizon Capital LLC and has experience across telehealth, blockchain, fitness, and lifestyle sectors, along with prior public-company board roles.

What compensation will new director Happy Walters receive from Hyperion DeFi?

In addition to cash compensation under existing non-employee director arrangements, Happy Walters received a grant of 50,000 restricted stock units. These RSUs vest as 25,000 on March 31, 2026, 12,500 on August 16, 2026, and 12,500 on November 16, 2026, or immediately and in full upon a change in control or certain non-voluntary terminations of his board service.