Hyperion Defi, INC. 8-K Filing

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Key Financial Figures

• $0.0001 — h registered) Common stock, par value $0.0001 per share HYPD The Nasdaq Stock Mar

Filing Documents

• tm2529890d1_8k.htm (8-K) — 31KB
• tm2529890d1_ex99-1.htm (EX-99.1) — 13KB
• tm2529890d1_ex99-1img001.jpg (GRAPHIC) — 2KB
• 0001104659-25-104662.txt ( ) — 216KB
• hypd-20251027.xsd (EX-101.SCH) — 3KB
• hypd-20251027_lab.xml (EX-101.LAB) — 33KB
• hypd-20251027_pre.xml (EX-101.PRE) — 22KB
• tm2529890d1_8k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On October 27, 2025, Hyperion DeFi, Inc. ("Hyperion" or the "Company") entered into a Joint Validator Operators' Agreement (the "Joint Validator Agreement") with Kinetiq Research Pte. Ltd. ("Kinetiq Group") and Pier Two Pty Ltd ("Pier Two"), effective retroactively to June 25, 2025. The Joint Validator Agreement formalizes the parties' collaboration in jointly operating a co-branded validator node ("Kinetiq Hyperion" or "KxH Node") on the Hyperliquid Layer-1 blockchain ("Hyperliquid"). Under the Joint Validator Agreement, Hyperion initiated the validator with 10,000 HYPE and agreed to provide staking capital from its treasury of HYPE tokens, so that the validator enters Hyperliquid's active set of validators and it is eligible to produce and attest blocks in the Hyperliquid consensus protocol. Kinetiq Group will contribute validator operations support, smart contract infrastructure, and stake-routing tooling via its liquid staking protocols, and Pier Two will host and manage the validator infrastructure, including uptime, monitoring and security, and will maintain ISO/IEC 27001 and SOC 2 compliance. The Joint Validator Agreement outlines shared responsibilities for validator operations, governance, incident response, and performance monitoring. It includes a revenue-sharing arrangement whereby staking commissions and other validator-level rewards are allocated among Hyperion, Kinetiq Group and Pier Two, with specific overrides for referred delegations. The Joint Validator Agreement also includes provisions for key management and quorum-based control of validator cryptographic material; service level obligations and remedies for performance shortfalls; and risk management and indemnification for slashing events or operational failures. The Joint Validator Agreement is effective for an initial term of one year and will automatically renew annually unless terminated by any party with 90 days' notice. The agree

02 Departure of Directors or Certain Officers; Election of

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. In addition, the previously announced resignation of Michael Rowe, the Company's former chief executive officer, will take effect on November 1, 2025. Item7.01. Regulation FD Disclosure. On October 29, 2025, the Company issued a press release announcing entry into the HAUS Agreement (as defined below). A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K. The information in Item 7.01 of this Form 8-K, including Exhibit 99.1 attached hereto, 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 liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

01. Other Events

Item 8.01. Other Events. On October 28, 2025, the Company entered into a Hype Asset Use Service Agreement (the "HAUS Agreement") with Felix Foundation ("Felix") to support the deployment of a perpetual futures market on the Hyperliquid protocol. Under the HAUS Agreement, Hyperion will allocate 500,000 HYPE tokens (the native token of Hyperliquid) to a multi-signature wallet controlled jointly by Hyperion and Felix. These tokens will be staked to satisfy the HIP-3 deployment requirements for launching a perpetual futures market ("HIP-3 Market"). Hyperion will retain full ownership of the allocated HYPE tokens, and Felix is prohibited from transferring, encumbering, or otherwise alienating the allocated HYPE tokens. Under the HAUS Agreement, which has an initial term of 52 weeks and is automatically renewable for successive 26-week periods unless terminated with 30 days' notice, Hyperion will receive a share of HIP-3 Market revenues based on trading volume tiers, plus 100% of staking rewards.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 99.1 Press Release, dated October 29, 2025. 104 Cover Page Interactive Data File (embedded within the inline XBRL document).

SIGNATURES

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. Date: October 31, 2025 /s/ Hyunsu Jung Hyunsu Jung Interim Chief Executive Officer

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