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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): November 13, 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
(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 2.02. Results of Operations and Financial Condition.
On
November 13, 2025, Hyperion DeFi, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal
quarter ended September 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
The
information contained in this Item 2.02, including Exhibit 99.1, is being “furnished” and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to
the liability of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).
The information contained in this Item 2.02, including Exhibit 99.1, shall not be incorporated by reference into any registration statement
or other document pursuant to the Securities Act or into any filing or other document pursuant to the Exchange Act, except as otherwise
expressly stated in any such filing.
Item 7.01. Regulation FD Disclosure.
On November 13, 2025, the
Company will host a conference call to discuss its financial and operating results for the quarter ended September 30, 2025. A copy of
the investor presentation that will be used during this conference call is furnished as Exhibit 99.2 to this Current Report on Form 8-K
and is incorporated herein by reference.
The information contained
in this Item 7.01, including Exhibit 99.2, is being “furnished” and shall not be deemed “filed” for purposes of
Section 18 of the Exchange Act or otherwise subject to the liability of that Section or Sections 11 and 12(a)(2) of the Securities Act.
The information contained in this Item 7.01, including Exhibit 99.2, shall not be incorporated by reference into any registration statement
or other document pursuant to the Securities Act or into any filing or other document pursuant to the Exchange Act, except as otherwise
expressly stated in any such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number |
Description |
| 99.1 |
Press Release, dated November 13, 2025. |
| 99.2 |
Investor Presentation, dated November 13, 2025. |
| 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. |
| |
|
|
| Dated: November 13, 2025 |
By: |
/s/ Hyunsu Jung |
| |
|
Hyunsu Jung |
| |
|
Interim Chief Executive Officer |
