Hyperion DeFi (NASDAQ: HYPD) prices $10M common stock sale
Rhea-AI Filing Summary
Hyperion DeFi, Inc. entered into an underwriting agreement with Chardan Capital Markets for a public offering of 2,777,778 shares of common stock at $3.60 per share, with the underwriter purchasing at $3.384 per share. The company also granted a 30‑day option to buy up to 416,666 additional shares at the public price, less underwriting discounts and commissions.
Hyperion DeFi expects net proceeds of approximately $8.7 million, or about $10.1 million if the option is fully exercised, to fund its HYPE token treasury strategy and for general corporate purposes. The offering is made under an effective Form S‑3 shelf registration and is expected to close on May 7, 2026, subject to customary conditions.
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8-K Event Classification
Key Figures
Key Terms
underwriting agreement financial
shelf registration statement regulatory
pre-funded warrants financial
HYPE treasury strategy financial
staking yield financial
Hyperliquid ecosystem technical
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Item 8.01 Other Events.
On May 5, 2026, Hyperion DeFi, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Chardan Capital Markets, LLC (the “Underwriter”), relating to the issuance and sale of 2,777,778 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at an offering price of $3.60 per share. The Underwriter has agreed to purchase the Shares from the Company pursuant to the Underwriting Agreement at a price of $3.384 per Share. In addition, the Company has granted the Underwriter a 30-day option to purchase up to 416,666 additional shares of Common Stock at the public offering price, less underwriting discounts and commissions. The net proceeds to the Company from this offering are expected to be approximately $8.7 million, or approximately $10.1 million if the Underwriter’s option to purchase additional shares is exercised in full, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The offering is expected to close on May 7, 2026, subject to the satisfaction of customary closing conditions.
The offering is being made pursuant to the Company’s shelf registration statement on Form S-3 (Registration Statement No. 333-291570), which was declared effective by the Securities and Exchange Commission (the “SEC”) on December 9, 2025, and a prospectus supplement and accompanying prospectus filed with the SEC.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.
The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this report and is incorporated by reference herein. A copy of the opinion of Latham & Watkins LLP relating to the legality of the issuance and sale of the Common Stock in the offering is attached as Exhibit 5.1 to this report.
The Company issued press releases on May 5, 2026 announcing the commencement and pricing of the offering, respectively. Copies of the press releases are attached as Exhibits 99.1 and 99.2 to this report.
Forward-Looking Statements
Except for historical information, all the statements, expectations and assumptions contained in this report are forward-looking statements. The forward-looking statements are based on the Company’s current beliefs and expectations and include, but are not limited to, the Company’s expectations regarding the expected closing of the offering and the anticipated use of proceeds therefrom. Actual results may differ from those set forth in this report due to the risks and uncertainties associated with market conditions and the satisfaction of customary closing conditions related to the offering, as well as risks and uncertainties inherent in the Company’s business described in the Company’s prior filings with the SEC, including under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and in any subsequent filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and the Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement, which is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 1.1 | Underwriting Agreement, dated May 5, 2026, by and between Hyperion DeFi, Inc. and Chardan Capital Markets, LLC | |
| 5.1 | Opinion of Latham & Watkins LLP | |
| 23.1 | Consent of Latham & Watkins LLP (included in Exhibit 5.1) | |
| 99.1 | Press Release dated May 5, 2026 | |
| 99.2 | Press Release dated May 6, 2026 | |
| 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 thereunto duly authorized.
| Hyperion DeFi, Inc. | |||
| Date: | May 6, 2026 | By: | /s/ Hyunsu Jung |
|
Hyunsu Jung Chief Executive Officer |
Exhibit 99.1
Hyperion DeFi Announces Proposed Public Offering of Common Stock and Pre-Funded Warrants
DALLAS, TX, May 5, 2026 (GLOBE NEWSWIRE) – Hyperion DeFi, Inc. (NASDAQ: HYPD) (“Hyperion DeFi” or the “Company”), the first U.S. publicly listed DeFi company building on Hyperliquid, today announced that it intends to offer and sell, subject to market and other conditions, shares of its common stock or, in lieu of common stock to certain investors that so choose, pre-funded warrants to purchase shares of its common stock, in a proposed underwritten public offering. All of the shares of common stock and pre-funded warrants to be sold in the proposed offering are being offered by Hyperion DeFi. In addition, Hyperion DeFi intends to grant the sole underwriter a 30-day option to purchase up to an additional 15% of the total number of securities offered in the public offering. There can be no assurance as to whether or when the proposed public offering may be completed, or as to the actual size or terms of the proposed offering.
Hyperion DeFi intends to use the net proceeds from the proposed offering, together with its existing cash, cash equivalents and marketable securities, to fund its HYPE treasury strategy, including the acquisition of additional HYPE tokens, and for working capital and other general corporate purposes.
Chardan is acting as sole underwriter for the proposed offering.
The securities described above are being offered by Hyperion DeFi pursuant to a shelf registration statement on Form S-3, including a base prospectus, that was previously filed with the Securities and Exchange Commission (the “SEC”) on November 17, 2025 and declared effective on December 9, 2025. A preliminary prospectus supplement and accompanying prospectus relating to this offering will be filed with the SEC. Copies of the prospectus supplement and accompanying prospectus for this offering may be obtained, when available, by contacting Chardan Capital Markets, LLC, Attn: Capital Markets, One Pennsylvania Plaza, Suite 4800, New York, New York 10119, by email at prospectus@chardan.com. Electronic copies of the preliminary prospectus supplement and accompanying prospectus will also be available on the website of the SEC at http://www.sec.gov.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
About Hyperion DeFi
Hyperion DeFi is the first U.S. publicly listed company building a long-term strategic treasury of Hyperliquid’s native token, HYPE. The Company is working to provide its shareholders with simplified exposure to the Hyperliquid ecosystem, which it believes to be one of the highest revenue-generating blockchains in the world. Hyperion DeFi’s strategy is designed to allow shareholders to benefit from compounding exposure to HYPE, both from its staking yield and additional revenues generated from its unique on-chain utility.
Forward Looking Statements
Except for historical information, all the statements, expectations and assumptions contained in this press release are forward-looking statements. The forward-looking statements are based on our current beliefs and expectations and include, but are not limited to: our expectations regarding the completion, timing and size of the proposed offering, our intended use of proceeds therefrom, the grant of the option to purchase additional shares and statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements regarding our future activities or other future events or conditions, including the viability of, and risks associated with, our cryptocurrency treasury strategy, the growth and revenue potential of the Hyperliquid ecosystem and the growth prospects of the Company. These statements are based on current expectations, estimates and projections about our business based, in part, on assumptions made by management. Actual results may differ from those set forth in this press release due to the risks and uncertainties associated with market conditions and the satisfaction of customary closing conditions related to the proposed offering, as well as risks and uncertainties inherent in our business described in our prior filings with the SEC, including under the heading “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2025, and any subsequent filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and we undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement, which is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Contact:
Jason Assad
Hyperion DeFi, Inc.
IR@hyperiondefi.com
Source: Hyperion DeFi, Inc.
Exhibit 99.2
Hyperion DeFi Announces Pricing of Public Offering of Common Stock
DALLAS, TX, May 6, 2026 (GLOBE NEWSWIRE) – Hyperion DeFi, Inc. (NASDAQ: HYPD) (“Hyperion DeFi” or the “Company”), the first U.S. publicly listed DeFi company building on Hyperliquid, today announced the pricing of a public offering of 2,777,778 shares of its common stock. The shares of common stock are being sold to the public at a price of $3.60 per share. All of the shares of common stock to be sold in the public offering are to be sold by Hyperion DeFi. The gross proceeds to Hyperion DeFi from the offering, before deducting the underwriting discounts and commissions and other offering expenses, are expected to be approximately $10.0 million. In addition, Hyperion DeFi has granted the sole underwriter a 30-day option to purchase up to an additional 416,666 shares of its common stock at the public offering price per share, less underwriting discounts and commissions. The offering is expected to close on May 7, 2026, subject to the satisfaction of customary closing conditions.
Hyperion DeFi intends to use the net proceeds from this offering, together with its existing cash, cash equivalents and marketable securities, to fund its HYPE treasury strategy, including the acquisition of additional HYPE tokens, and for working capital and other general corporate purposes.
Chardan is acting as sole underwriter for the offering.
The securities described above are being offered by Hyperion DeFi pursuant to a shelf registration statement on Form S-3, including a base prospectus, that was previously filed with the Securities and Exchange Commission (the “SEC”) on November 17, 2025 and declared effective on December 9, 2025.
A preliminary prospectus supplement relating to this offering has been filed with the SEC and a final prospectus supplement relating to this offering will be filed with the SEC. The offering may be made only by means of a prospectus supplement and accompanying prospectus. When available, copies of the final prospectus supplement and the accompanying prospectus relating to this offering may be obtained by contacting Chardan Capital Markets, LLC, Attn: Capital Markets, One Pennsylvania Plaza, Suite 4800, New York, New York 10119, by email at prospectus@chardan.com. Electronic copies of the final prospectus supplement and accompanying prospectus will also be available on the website of the SEC at http://www.sec.gov.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
About Hyperion DeFi
Hyperion DeFi is the first U.S. publicly listed company building a long-term strategic treasury of Hyperliquid’s native token, HYPE. The Company is working to provide its shareholders with simplified exposure to the Hyperliquid ecosystem, which it believes to be one of the highest revenue-generating blockchains in the world. Hyperion DeFi’s strategy is designed to allow shareholders to benefit from compounding exposure to HYPE, both from its staking yield and additional revenues generated from its unique on-chain utility.
Forward Looking Statements
Except for historical information, all the statements, expectations and assumptions contained in this press release are forward-looking statements. The forward-looking statements are based on our current beliefs and expectations and include, but are not limited to: our expectations regarding the expected closing of the offering, the anticipated use of proceeds therefrom and statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements regarding our future activities or other future events or conditions, including the viability of, and risks associated with, our cryptocurrency treasury strategy, the growth and revenue potential of the Hyperliquid ecosystem and the growth prospects of the Company. These statements are based on current expectations, estimates and projections about our business based, in part, on assumptions made by management. Actual results may differ from those set forth in this press release due to the risks and uncertainties associated with market conditions and the satisfaction of customary closing conditions related to the offering, as well as risks and uncertainties inherent in our business described in our prior filings with the SEC, including under the heading “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2025, and any subsequent filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and we undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement, which is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Contact:
Jason Assad
Hyperion DeFi, Inc.
IR@hyperiondefi.com
Source: Hyperion DeFi, Inc.