Eyenovia Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Regulation FD Disclosure, Financial Statements and Exhibits
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On July 1, 2025, in connection with a previously announced reduction in force, Hyperion DeFi, Inc. (the Company”) entered into a Separation and Release Agreement (the “Separation Agreement”) with Bren Kern, the Company’s Chief Operating Officer.
Pursuant to the Separation Agreement, consistent with Mr. Kern’s Employment Agreement with the Company dated December 19, 2022, Mr. Kern will be entitled to certain severance and other payments following the termination of his employment with the Company on July 1, 2025. The Separation Agreement provides that Mr. Kern will be eligible to receive 12 months of his base salary and up to 12 months of health benefits continuation.
The payments under the Separation Agreement are contingent on Mr. Kern’s non-revocation of certain releases, which waive and release claims against the Company for any liability relating to his employment, and his compliance with certain covenants.
The foregoing description of the Separation Agreement is qualified in its entirety by reference to the full text of the Separation Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On June 30, 2025, the Company filed a Certificate of Amendment to its Third Amended and Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to change its name from Eyenovia, Inc. to Hyperion DeFi, Inc. (the “Name Change”). The Name Change and Amendment became effective at 8:00 a.m. Eastern Time on July 1, 2025.
The Board approved the Name Change and the Amendment pursuant to Section 242 of the General Corporation Law of the State of Delaware. Pursuant to Section 242 of the Delaware General Corporation Law, stockholder approval was not required to complete the Name Change or to approve or effect the Amendment. The Name Change will not affect the voting or other rights that accompany the Company’s common stock, par value $0.0001 per share (“Common Stock”), or the validity or transferability of the Company’s shares of Common Stock currently outstanding.
As a result of the Name Change, the Company anticipates that effective July 3, 2025, the Common Stock will cease trading under the ticker symbol “EYEN” and will begin trading under its new ticker symbol “HYPD” on the Nasdaq Capital Market. The CUSIP of the Common Stock did not change in connection with the ticker symbol change.
A copy of the Certificate of Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01. Regulation FD.
On July 2, 2025, the Company issued a press release announcing the Name Change and anticipated Nasdaq ticker symbol change. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 to this Current Report on Form 8-K, and in Exhibit 99.1 furnished herewith, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description |
| 3.1 | Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation, dated June 30, 2025 |
| 10.1 | Separation and Release Agreement by and between the Company and Bren Kern, dated July 1, 2025 |
| 99.1 | Press Release, dated July 2, 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: July 2, 2025 | By: | /s/ Michael Rowe |
| Michael Rowe | ||
| Chief Executive Officer | ||