Hyperion DeFi Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Regulation FD Disclosure, Financial Statements and Exhibits
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Item 2.02. Results of Operations and Financial Condition.
On March 26, 2026, Hyperion DeFi, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal year ended December 31, 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 20, 2026, the Board of Directors (the “Board”) of the Company approved the Company’s Third Amended and Restated Bylaws (the “Restated Bylaws”). The Restated Bylaws provide that (i) the quorum requirement for stockholder meetings shall be one-third (1/3) of the shares of capital stock entitled to vote at such meetings, reduced from a simple majority, and (ii) any action required or permitted to be taken by the stockholders of the Company may be effected at a duly called annual or special meeting of the stockholders of the Company or by any consent in writing by such stockholders. The Restated Bylaws were effective upon adoption by the Board.
The foregoing description of the Restated Bylaws
does not purport to be complete and is qualified in its entirety by reference to the full text of the Restated Bylaws, which 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 Disclosure.
On March 26, 2026, the Company will host a conference call to discuss its financial and operating results for the year ended December 31, 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 |
| 3.1 | Third Amended and Restated Bylaws of Hyperion DeFi, Inc. |
| 99.1 | Press Release, dated March 26, 2026. |
| 99.2 | Investor Presentation, dated March 26, 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 hereunto duly authorized.
| HYPERION DEFI, INC. | ||
| Dated: March 26, 2026 | By: | /s/ Hyunsu Jung |
| Hyunsu Jung | ||
| Chief Executive Officer | ||