[D] Hyperion DeFi, Inc. SEC Filing

Rhea-AI Filing Summary

Veritex Holdings, Inc. (VBTX) – Form 144 filing: An insider has filed notice to sell up to 53,411 common shares through Fidelity Brokerage Services. Based on the stated aggregate market value of $1.73 million, the implied average price is about $32.38 per share. The proposed sale date is 22 Jul 2025 on Nasdaq.

The shares represent roughly 0.10 % of the company’s 54.27 million shares outstanding, so the transaction is modest in scale. All shares derive from option grants awarded between 2016-2020 and will be sold for cash. The filer reports no other sales in the past three months and affirms no knowledge of undisclosed adverse information.

Key takeaways for investors: (1) filing signals forthcoming insider liquidity, which can be perceived negatively, though (2) the volume is immaterial to float and (3) no pattern of recent sales is disclosed. Impact on share price should be limited unless accompanied by additional insider activity or negative news.

Positive

• None.

Negative

• Insider intends to sell 53,411 shares worth $1.73 M, a potential negative sentiment signal despite limited proportional size.

Insights

Securities Analyst

TL;DR: Minor insider sale (~0.1 % float) worth $1.7 M; modest negative sentiment, limited fundamental impact.

The Form 144 shows a single insider intends to liquidate 53,411 option-derived shares. While insider selling can hint at diminished confidence, the quantity is de-minimis relative to Veritex’s market cap and average daily volume, so liquidity risk is negligible. No clustered selling or 10b5-1 plan details were provided, making motives unclear. Overall, market reaction is likely muted, but traders may monitor for additional filings before the July 2025 window.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001682639

EYENOVIA, INC.

Eyenovia, Inc.

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

HYPERION DEFI, INC.

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
HYPERION DEFI, INC.
Street Address 1		Street Address 2
23461 SOUTH POINTE DRIVE, SUITE 390
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
LAGUNA HILLS	CALIFORNIA	92653	833-393-6684

3. Related Persons

Last Name	First Name	Middle Name
Rowe	Michael
Street Address 1	Street Address 2
23461 South Pointe Drive, Suite 390
City	State/Province/Country	ZIP/PostalCode
Laguna Hills	CALIFORNIA	92653

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Jung	Hyunsu
Street Address 1	Street Address 2
23461 South Pointe Drive, Suite 390
City	State/Province/Country	ZIP/PostalCode
Laguna Hills	CALIFORNIA	92653

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Geltzeiler	Michael
Street Address 1	Street Address 2
23461 South Pointe Drive, Suite 390
City	State/Province/Country	ZIP/PostalCode
Laguna Hills	CALIFORNIA	92653

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Jacobson	Rachel
Street Address 1	Street Address 2
23461 South Pointe Drive, Suite 390
City	State/Province/Country	ZIP/PostalCode
Laguna Hills	CALIFORNIA	92653

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Strahlman	Ellen
Street Address 1	Street Address 2
23461 South Pointe Drive, Suite 390
City	State/Province/Country	ZIP/PostalCode
Laguna Hills	CALIFORNIA	92653

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	X Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-06-20				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
Chardan Capital Markets, LLC	000120128
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
One Pennslyvania Plaza, Suite 4800
City	State/Province/Country	ZIP/Postal Code
New York	NEW YORK	10119
State(s) of Solicitation (select all that apply) Check "All States" or check individual States X All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$49,999,999	USD	or Indefinite
Total Amount Sold	$49,999,999	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

5

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$3,000,000	USD	X Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

Represents 6% of the transaction's gross proceeds issued as 307,692 shares of preferred stock to purchase 923,076 shares of common stock and warrants to purchase 1,846,153 shares of common stock. The conversion and exercise price are both $3.25 per share.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
HYPERION DEFI, INC.	/s/ Michael Rowe	Michael Rowe	Chief Executive Officer and Director	2025-07-22

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

How many Veritex (VBTX) shares are being sold under this Form 144?

The filing covers 53,411 common shares.

What is the market value of the proposed Veritex share sale?

The aggregate market value is $1,729,314.64.

When is the approximate sale date for these VBTX shares?

The shares may be sold on or about July 22, 2025.

What percentage of Veritex’s outstanding shares does this sale represent?

Roughly 0.10 % of the 54.27 million shares outstanding.

Were any VBTX shares sold by this insider in the last three months?

The filer reported no sales during the past 3 months.