As filed with the Securities and Exchange Commission
on August 18, 2025
Registration No. 333-_____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
HYPERION DEFI, INC.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
47-1178401 |
(State or other jurisdiction of incorporation or
organization) |
|
(I.R.S. Employer Identification No.) |
| |
|
|
| 23461 S. Pointe Drive, Suite 390 |
|
|
| Laguna Hills, CA 92653 |
|
10017 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Hyperion DeFi, Inc. Amended and Restated 2018
Omnibus Stock Incentive Plan, as Amended
Hyperion DeFi, Inc. Restricted Stock Unit Inducement
Award
(Full titles of the plans)
Michael Rowe
Chief Executive Officer
23461 S. Pointe Drive, Suite 390
Laguna Hills, CA 92653
(833) 393-6684
(Name, address and telephone number, including
area code, of agent for service)
Copy:
Megan N. Gates
Covington & Burling
LLP
1 International Place
Boston, MA 02110
(617) 603-8805
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ¨ |
Accelerated filer ¨ |
| Non-accelerated filer x |
Smaller reporting company x |
| |
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 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
This Registration Statement registers an aggregate
of 5,672,934 additional shares of common stock, par value $0.0001 per share (“Common Stock”), of Hyperion DeFi, Inc.
(the “Company” or the “Registrant”), consisting of (i) 5,172,934 shares of Common Stock issuable pursuant
to the Hyperion DeFi, Inc. Amended and Restated 2018 Omnibus Stock Incentive Plan, as amended, representing an increase of 5,172,934
shares of Common Stock reserved for issuance under such plan, as a result of an amendment thereto, which was adopted by the board of
directors of the Company on June 26, 2025 and approved by the Company’s stockholders at the Annual Meeting of Stockholders
held on August 18, 2025; and (ii) 500,000 shares of Common Stock issuable upon the vesting of restricted stock units (“RSUs”)
granted to Hyunsu Jung as an inducement to employment with the Company pursuant to Nasdaq Listing Rule 5635(c)(4), which
RSUs vested on June 17, 2025.
Pursuant to General Instruction E to Form S-8
under the Securities Act of 1933, as amended, the contents of the Registrant’s Registration Statements on Form S-8 filed with
the U.S. Securities and Exchange Commission (the “Commission”) on August
27, 2018 (File No. 333-227049), August
14, 2019 (File No. 333-233280), August
14, 2020 (File No. 333-246288), November
12, 2021 (File No. 333-261035), August
12, 2022 (File No. 333-266823), June
27, 2023 (File No. 333-272962), and March 5, 2025 (333-285583) are incorporated by reference and made part of this Registration
Statement. Any items in such registration statements not expressly changed hereby shall be as set forth in such registration
statements.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Company is subject to the informational and
reporting requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and
in accordance therewith files reports, proxy statements and other information with the Commission. The following documents, which are
on file with the Commission, are incorporated in this Registration Statement by reference:
(a) The Company’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Commission on April 15, 2025 (File No. 001-38365),
as amended by the Company’s Amendment No. 1 to Annual Report on Form 10-K, filed with the Commission on April 30, 2025;
(b) All other reports filed
pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the document referred
to in (a) above (other than the portions of those documents not deemed to be filed); and
(c) The description of the Company’s
Common Stock contained in Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Commission on April 15, 2025 (File No. 001-38365).
All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment that indicates
that all securities offered hereby have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated
by reference in this Registration Statement and to be part hereof from the date of the filing of such documents.
Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits.
Exhibit
No. |
Description |
| |
|
| 4.1 |
Third Amended and Restated Certificate of Incorporation
of the Registrant (incorporated herein by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K
filed on January 29, 2018). |
| |
|
| 4.2 |
Certificate of Amendment to the Third Amended and Restated
Certificate of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3.1.1 of the Registrant’s
Current Report on Form 8-K filed on June 14, 2018). |
| |
|
| 4.3 |
Certificate of Amendment to the Third Amended and Restated
Certificate of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3.1 of the Registrant’s Current
Report on Form 8-K filed on June 14, 2024). |
| |
|
| 4.3 |
Certificate of Amendment to the Third Amended and Restated
Certificate of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3.1 of the Registrant’s Current
Report on Form 8-K filed on January 31, 2025). |
| |
|
| 4.4 |
Certificate of Amendment to the Third Amended and Restated
Certificate of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3.1 of the Registrant’s Current
Report on Form 8-K filed on July 2, 2025). |
| |
|
| 4.5 |
Second Amended and Restated Bylaws of the Registrant
(incorporated herein by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed on February 7,
2022). |
| |
|
| 4.6 |
Hyperion DeFi, Inc. Amended and Restated 2018
Omnibus Stock Incentive Plan, as Amended (incorporated herein by reference to Appendix C of the Registrant’s Proxy Statement
on Schedule 14A, filed on July 24, 2025). |
| |
|
| 5.1* |
Opinion of Covington and Burling LLP. |
| |
|
| 23.1* |
Consent of Marcum LLP. |
| |
|
| 23.2* |
Consent of Covington and Burling LLP (included in Exhibit 5.1). |
| |
|
| 24.1* |
Power of Attorney (included on the signature page of
this Registration Statement). |
| |
|
| 107* |
Filing Fees Exhibit. |
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Laguna Hills, State of California, on August 18, 2025.
| |
HYPERION DEFI, INC. |
| |
|
| |
By: |
/s/
Michael Rowe |
| |
|
Michael Rowe |
| |
|
Chief Executive Officer |
SIGNATURES AND POWER OF ATTORNEY
Each person whose signature
appears below constitutes and appoints Michael Rowe as his or her true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him or her and in name, place and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do
and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes
as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates
indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/ Michael Rowe |
|
Chief Executive Officer
(Principal Executive Officer) and Director |
|
August 18,
2025 |
| Michael Rowe |
| |
|
|
|
|
| /s/ Michael Rowe |
|
Principal Financial Officer
(Principal Financial and Accounting Officer) |
|
August 18,
2025 |
| Michael Rowe |
| |
| /s/ Michael Geltzeiler |
|
Director |
|
August 18,
2025 |
| Michael Geltzeiler |
| |
|
|
|
|
| /s/ Rachel Jacobson |
|
Director |
|
August 18,
2025 |
| Rachel Jacobson |
| |
|
|
|
|
| /s/ Hyunsu Jung |
|
Director |
|
August 18,
2025 |
| Hyunsu Jung |
| |
|
|
|
|
| /s/ Ellen R. Strahlman |
|
Director |
|
August 18,
2025 |
| Ellen R. Strahlman |
