DEF 14A of Hyperion Defi, Inc., May 5, 2026

DEF 14A of Hyperion Defi, Inc.

Filed May 5, 2026 · FY20250001104659-26-055725

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS

  2. Nominees

    Nominees Our Board of Directors currently consists of five members, each of whom serve for a one-year term or until a successor has been elected and qualified. If you are a stockholder of record, unless you mark your proxy card to withhold authority to vote, the proxy holder will vote the proxies received by it for the director nominees named below, each of whom is currently a director and each of whom has consented to be named in this Proxy Statement and to serve if elected. In the event that any nominee is unable or declines to serve as a director at the time of the meeting, your proxy will be voted for any nominee designated by our Board to fill the vacancy. We do not expect that any of the nominees will be unable or will decline to serve as a director. If you are a beneficial owner of shares held in street name and you do not provide your broker with voting instructions, your broker may not vote your shares on the election of directors. Therefore, it is important that you vote. On March 20, 2026, our Board voted to nominate Hyunsu Jung, Michael Geltzeiler, Rachel Jacobson, Happy Walters, and Ellen Strahlman, M.D. for election at the Annual Meeting for a term of one year to serve until the 2027 annual meeting of stockholders, and until their respective successors have been elected and qualified. The name of and certain information regarding each director nominee as of May 4, 2026 is set forth below. This information is based on data furnished to us by the directors. There is no family relationship between any director, executive officer, or person nominated to become a director or executive officer. The business address for each nominee for matters regarding the Company is 3090 Nowitzki Way, Suite 300, Dallas, TX 75219.

  3. Nominees

    | Name of Director Nominee | Age | Positions with the Company | Director Since | | Hyunsu Jung | 30 | Chief Executive Officer, Chief Investment Officer and Director | June 2025 | | Michael Geltzeiler | 67 | Director | November 2023 | | Rachel Jacobson | 52 | Director | February 2022 | | Happy Walters | 59 | Director | September 2025 | | Ellen Strahlman, M.D. | 68 | Director | July 2022 |

  4. Director Nominees

    Director Nominees Hyunsu Jung Hyunsu Jung was appointed as the Company’s permanent Chief Executive Officer in January 2026. He served as the Company’s Interim Chief Executive Officer from September 2025 to January 2026 and has served as the Company’s Chief Investment Officer and a member of the Board of Directors since June 2025. Prior to joining the Company, from June 2021 to June 2025, Mr. Jung was a Portfolio Manager at DARMA Capital, an $1B+ asset manager registered with the CFTC and NFA. Prior to that, Mr. Jung was a Consultant at EY-Parthenon from October 2018 to June 2021, where he drove Finance and Digital Transformation for major enterprise M&A deals. Mr. Jung earned his B.A. from Vassar College in 2018. We believe Mr. Jung’s finance background and investment experience, particularly with respect to digital assets, qualifies him to serve as one of our directors. Michael Geltzeiler Mr. Geltzeiler has been a member of the Board of Directors since November 2023. Mr. Geltzeiler brings to the Board significant expertise as a chief financial officer of public companies. Mr. Geltzeiler served as Chief Financial Officer at ADT Corporation from November 2013 — June 2016. Prior to that, Mr. Geltzeiler served as Chief Financial Officer of NYSE Euronext from June 2008 — November 2013. Mr. Geltzeiler served as a director of Cypress Creek Renewables, a private company, from October 2018 to December 2021. Mr. Geltzeiler holds a Bachelor of Science in Accounting from the University of Delaware and a Master of Business Administration in Finance from New York University’s Stern School of Business. We believe Mr. Geltzeiler’s significant experience as a Chief Financial Officer of companies including ADT Corporation, NYSE Euronext and Readers Digest, and his extensive finance background, is valuable to the Company and qualifies him to serve as one of our directors. Rachel Jacobson Ms. Jacobson has been a member of the Board of Directors since February 2022. Ms. Jacobson brings to the Board significant expertise in business development and marketing, having served in leadership positions at major global sports organizations including the Drone Racing League (“DRL”) and the National Basketball Association (“NBA”). In April 2026, Ms. Jacobson was appointed as the Chief Executive Officer of ReachTV. Prior to this, Ms. Jacobson served as the President, Business Ventures & Partnerships at Infinite Reality from June 2024 through March 2025 (with the acquisition of DRL and successful transition into the parent company, Ms. Jacobson has recently left Infinite Reality to return back to her passion of building high performing sports properties and global companies). Prior to the acquisition, from April 2020 through June 2024, Ms. Jacobson served as President of DRL, the world’s premier, professional drone racing property, where she spearheaded global partnerships and media rights deals, and led the marketing and business development teams. Bringing to DRL her legacy of creating transformative partnerships with leading sports and technology brands, Ms. Jacobson has forged groundbreaking partnerships with organizations including Algorand, Google, T-Mobile, New Balance, the U.S. Air Force, Pfizer and others. Laser focused on making a global, philanthropic impact, she also expanded the league’s DRL Academy STEM program to create new, interactive drone racing curriculum for students around the world. Prior to DRL, she served as the Chief Business Development Officer at Landit, Inc., the market leader in personalized career pathing technology to increase the success and engagement of women and diverse groups in the workplace. Before that, she spent 21 years at the NBA, where she oversaw business development, licensing, marketing, account management, event planning, and held several other roles during her tenure. As their SVP of Global Partnerships, she closed partnership sales and secured global partnerships with some of the world’s most prominent companies including PepsiCo, Inc., ExxonMobil Corporation, Under Armour, Inc., Marriott International Inc., Harman International Industries, Kaiser Permanente and other Fortune 500 companies. Ms. Jacobson has received numerous industry accolades, including being named a Fortune’s Most Powerful Women member, Cynopsis Top Women in Media’s “Innovator & Disruptor,” TechStars Sports Accelerator Mentor and a recipient of Sports Business Journal’s 40 Under 40 Award. She is a charter member of the W.O.M.E.N. Mentoring Program, where she helps other professional women advance their careers through leadership training. Ms. Jacobson is a graduate of the Cornell University School of Hotel & Business Management. We believe Ms. Jacobson’s significant experience in business development and marketing is valuable to the Company and qualifies her to serve as one of our directors. Happy Walters Mr. Walters is the founder of and has been Chief Executive Officer of Blue Horizon Capital LLC since 2019, where Mr. Walters leverages his deep expertise and strategic vision to drive growth in cutting-edge sectors such as telehealth, blockchain, fitness, and lifestyle. Mr. Walters also serves on the board of directors of Immutable Holdings, Inc. (Cboe: HOLD). Mr. Walters previously co-founded and served on the board of LifeMD, Inc. (Nasdaq: LFMD) and co-founded Bitcoin treasury ZOOZ Power Ltd. (Nasdaq and TASE: ZOOZ). Mr. Walters was an early investor in Hedera Hashgraph, an open-source, public network governed by a council of leading global institutions, consulting on counsel and investor relations. As an early investor in Axelar Networks, a Layer 2 protocol blockchain platform, Mr. Walters provided strategic support in investor fundraising and go-to-market strategies. Mr. Walters earned his B.A. degree from the University of Michigan in 1990. We believe Mr. Walters’ extensive experience in blockchain is valuable to the Company and qualifies him to serve as one of our directors. Ellen Strahlman, M.D., MHSc Dr. Strahlman has been a member of the Board of Directors since July 2022. She currently serves as Partner at Reillen Group LLC. She previously served as Executive Vice President, Research & Development and Chief Medical Officer of Becton, Dickinson and Company (“BD”) (NYSE: BDX), a leading global medical technology company, from 2013 until 2018. While at BD, the company was selected as the Outstanding Corporate Innovator in 2015 by the Product Development & Management Association. Before joining BD, she served as Senior Vice President and Chief Medical Officer for GlaxoSmithKline, plc (“GSK”) from 2008 to 2013, spending her last year at GSK as Senior Advisor to the CEO, leading GSK’s Global Health Programs. Prior to 2008, Dr. Strahlman held senior executive leadership roles in global product development and commercialization and business development at Pfizer, Inc., Novartis AG, Virogen Limited, and Merck & Co., Inc. She was the Senior Vice President for Research & Development and Chief Medical Officer for Bausch & Lomb from 1995 to 2000. Dr. Strahlman was chosen to serve as Industry Representative on the FDA/CDER Dermatology and Ophthalmology Advisory Committee (DODAC), from 2008 to 2013. From 2016 to November 2020, Dr. Strahlman served as a director of Syncona Limited (LSE: SYNC.L), having previously served as a director of Syncona Partners, LLP. She is currently a director of Altria Group, Inc. (NYSE: MO). In addition to her corporate board service, Dr. Strahlman serves as a visiting professor at the University of Turku in Finland.

  5. Director Nominees

    Dr. Strahlman earned a B.A. from Harvard University in biochemistry and an M.D. from the Johns Hopkins School of Medicine. She is an American Board of Ophthalmology board-certified ophthalmologist, having trained at the Wilmer Eye Institute from 1984 to 1987. She was awarded a Carnegie Mellon Public Health Fellowship in 1987, during which she earned an M.H.Sc. in Epidemiology from the Bloomberg School of Public Health from 1987 to 1989. We believe Dr. Strahlman’s extensive executive experience in life science companies is valuable to the Company and qualifies her to serve as one of our directors.

  6. Information about our Board

    Information about our Board Our Board of Directors currently comprises five members, consisting of Dr. Strahlman, Messrs. Geltzeiler, Jung and Walters and Ms. Jacobson. Each nominated director will be elected for a term of one year and will serve until a successor is duly elected and qualified or until his or her earlier death, resignation, or removal. Any additional directorships resulting from an increase in the number of directors or a vacancy may be filled by the directors then in office or the stockholders (as provided in our amended and restated bylaws). Our Board of Directors currently does not have a chairperson or a lead independent director. Consistent with our Bylaws, the Board of Directors may designate any director to preside over meetings, which our Board of Directors believes provides appropriate flexibility given the Company’s size and oversight needs. Our Board of Directors believes this structure is appropriate for the Company’s size and stage of development and enables active engagement by all directors in overseeing the Company’s strategy and operations.

  7. Committees of our Board of Directors

    = Committee Chair = Member Audit Committee Our Board of Directors has an Audit Committee, composed of Mr. Geltzeiler (Chair), Ms. Jacobson and Dr. Strahlman, each of whom satisfy the independence requirements of Rules 5605(a)(2) and 5605(c)(2) of the Nasdaq listing rules and Section 10A(m)(3) of the Exchange Act. Our Board has determined that Mr. Geltzeiler is an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K. Our Audit Committee met six times during the 2025 fiscal year. The Audit Committee oversees our corporate accounting, financial reporting practices, disclosures and the audits of financial statements. The Audit Committee’s duties, which are specified in its charter, include, but are not limited to: • reviewing and discussing with management and the independent auditor the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition” (“MD&A”) and the annual audited financial statements, and recommending to our Board of Directors whether the audited financial statements should be included in our Form 10-K; • reviewing and discussing with management and the independent auditor the Company’s disclosures under the MD&A section included in our Form 10-Q, the quarterly financial statements, and the independent auditor’s evaluation of our ability to continue as a going concern; • discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements; • discussing with management major risk assessment and risk management policies; • assessing the impact of significant accounting or financial developments that may have an impact on the Company; • monitoring the independence of the independent auditor; • verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; • monitoring compliance with employee conflict of interest policies and regulations; • reviewing and approving all related-party transactions; • reviewing and enforcing the Company’s Code of Conduct and Business Ethics; inquiring and discussing with management our compliance with applicable laws and regulations; pre-approving all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed; • appointing or replacing the independent auditor; • determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; • reviewing with the independent auditor and certain executive officers the adequacy and effectiveness of our accounting and internal control policies, and our internal control over financial reporting; • establishing procedures for the receipt, retention, and treatment of complaints received by us regarding accounting, internal accounting controls, or reports which raise material issues regarding our financial statements or accounting policies; • overseeing internal audit coverage and reviewing reports to management prepared by the internal audit function, as well as management’s response; and • approving reimbursement of expenses incurred by our management team in identifying potential target businesses. The Audit Committee has a charter, which is reviewed annually. Please also see the report of the Audit Committee set forth elsewhere in this proxy statement. Compensation Committee Our Board of Directors has a Compensation Committee, composed of Dr. Strahlman (Chair), Mr. Geltzeiler and Ms. Jacobson, all of whom satisfy the independence requirements of Rules 5605(a)(2) and 5605(d)(2) of the Nasdaq listing rules. Our Compensation Committee met five times during the 2025 fiscal year. The Compensation Committee’s duties, which are specified in its charter, include, but are not limited to: • reviewing and approving on an annual basis the corporate goals and objectives of the Company’s executive compensation plans; • evaluating our Chief Executive Officer’s performance in light of our corporate goals and objectives, and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; • reviewing and approving the compensation of all of our other executive officers; • reviewing our executive compensation policies and plans; • reviewing and approving any employment, severance, change in control, or termination arrangements with any executive officer; • reviewing employee compensation arrangements and benefit plans in light of the goals and objectives of such arrangements or plans, and evaluating their impact on risk-taking and our corporate strategy; • implementing, administering, and reviewing our incentive compensation equity-based remuneration plans; • evaluating annually the appropriate level of compensation for Board and committee service by non-employee directors; • assisting management in complying with our proxy statement and annual report disclosure requirements; • approving all special perquisites, special cash payments, and other special compensation and benefit arrangements for our executive officers and employees; if required, producing a report on executive compensation to be included in our annual proxy statement; and reviewing, evaluating, and recommending changes, if appropriate, to the remuneration for directors. The Compensation Committee may consider recommendations by our Chief Executive Officer regarding the Company’s compensation and employee benefit plans and practices with respect to executive officers, other than the Chief Executive Officer, and the Company’s director compensation arrangements. Pursuant to its written charter, the Compensation Committee has the authority to engage the services of outside advisors as it deems appropriate to conduct investigations into or studies of matters within the committee’s scope of responsibilities. Additionally, the Compensation Committee has the authority to form subcommittees and may delegate to such subcommittees such power and authority as the committee deems appropriate; provided, however, that no subcommittee shall consist of fewer than two members. It is the Compensation Committee’s policy that the Chair of the Compensation Committee or the full Compensation Committee pre-approve any additional services provided to management by an independent compensation consultant. The Compensation Committee has a charter, which is reviewed annually. Nominating and Corporate Governance Committee Our Nominating and Corporate Governance Committee consists of Ms. Jacobson (Chair), Mr. Geltzeiler, Mr. Walters and Dr. Strahlman, all of whom satisfy the independence requirements of Rule 5605(a)(2) of the Nasdaq listing rules. Our Nominating and Corporate Governance Committee did not meet during the 2025 fiscal year, and the full Board acted to fulfill its duties. The Nominating and Corporate Governance Committee’s duties, which are specified in its charter, include: • developing and recommending to the Board of Directors minimum qualifications for director nominees; • identifying and screening candidates for the Board, and recommending nominees for election of directors; • establishing procedures to exercise oversight of the evaluation of the Board, including an annual self-assessment by all directors of the Board and its standing committees; • developing and recommending to the Board a set of corporate governance guidelines, as well as reviewing these guidelines and recommending any changes to the Board; •

  8. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION In April 2022, our Board of Directors, upon recommendation of the Compensation Committee, adopted a Non-Employee Director Compensation Policy for the Company’s non-employee directors, which was further amended in August 2022, March 2023 and July 2025. Each non-employee director receives a quarterly retainer of $25,000. In addition, certain non-employee directors receive additional quarterly cash retainers for service in leadership roles: the Audit Committee Chair, Compensation Committee Chair and Nominating and Corporate Governance Committee Chair each receives an additional quarterly retainer of $10,000; and all other members of our Board committees receive an additional quarterly retainer of $5,000. Non-employee directors are also eligible to receive equity compensation in the form of RSUs granted under the Company’s equity incentive plan. In connection with the adoption of the Amended and Restated Non-Employee Director Compensation Policy, effective as of July 22, 2025, and the Company’s new business strategy, each non-employee director continuing to serve on the Board received a one-time grant of 50,000 RSUs, subject to time-based vesting. Beginning with the Company’s 2026 annual meeting of stockholders, each non-employee director who continues to serve on the Board following the annual meeting is expected to receive an annual grant of RSUs with a value of $185,000, vesting in full on the earlier of one year from the date of grant or the date of the next annual meeting of stockholders, subject to continued service. The following table sets forth certain information concerning the compensation of our directors (excluding Mr. Jung, who is an executive officer, and Mr. Rowe, who was an executive officer) for the fiscal year ended December 31, 2025:

  9. DIRECTOR COMPENSATION

    | Name | Fees earned or paid in cash | Stock awards(1) | Option awards(1) | All other compensation | Total | | Charles E. Mather IV(2) | $65,000 | $24,400(6) | $— | $— | $89,400 | | Tsontcho Ianchulev, M.D., M.P.H(2) | $20,000 | $17,080(4) | $— | $— | $37,080 | | Michael Geltzeiler | $120,000 | $390,080(4)(7)(10) | $— | $— | $510,080 | | Rachel Jacobson | $115,000 | $385,200(5)(7)(9) | $— | $— | $500,200 | | Ram Palanki, Pharm.D(2) | $26,250 | $12,200(5) | $— | $— | $38,450 | | Happy Walters(3) | $37,500 | $324,000(8) | $— | $— | $361,500 | | Ellen Strahlman, M.D. | $118,750 | $385,200(5)(7)(9) | $— | $— | $503,950 |

  10. DIRECTOR COMPENSATION

    (1) The amounts reported in the “Stock awards” and “Option awards” columns reflect the aggregate fair value of stock-based compensation awarded during the year computed in accordance with the provisions of FASB ASC Topic 718. See Note 13 to our financial statements contained in our most recent Annual Report on Form 10-K for the assumptions underlying the valuation of equity awards. (2) Dr. Ianchulev, Mr. Mather and Dr. Palanki retired from the Board on June 17, 2025. (3) Mr. Walters joined the Board on September 8, 2025. (4) On June 13, 2025, the Board of Directors granted to each of Dr. Ianchulev and Mr. Geltzeiler 7,000 RSUs with an aggregate grant date fair value of $17,080. The RSUs shall vest in full upon the earlier of (i) the closing of a financing that results in more than $10 million in gross proceeds to the Company or (ii) the grantee’s retirement from the Board of Directors in connection with the closing of the transaction. (5) On June 13, 2025, the Board of Directors granted to each of Ms. Jacobson, Dr. Palanki, and Dr. Strahlman 5,000 RSUs with an aggregate grant date fair value of $12,200. The RSUs shall vest in full upon the earlier of (i) the closing of a financing that results in more than $10 million in gross proceeds to the Company or (ii) the grantee’s retirement from the Board of Directors in connection with the closing of the transaction. On June 13, 2025, the Board of Directors granted to Mr. Mather 10,000 RSUs with an aggregate grant date fair value of $24,400. The RSUs shall vest in full upon the earlier of (i) the closing of a financing that results in more than $10 million in gross proceeds to the Company or (ii) the grantee’s retirement from the Board of Directors in connection with the closing of the transaction. On August 18, 2025, the Board of Directors granted to each of Ms. Jacobson, Dr. Strahlman and Mr. Geltzeiler 50,000 RSUs with an aggregate grant date fair value of $373,000. The RSUs shall vest as follows: (1) 25,000 RSUs shall vest on December 15, 2025; (2) 12,500 RSUs shall vest on May 26, 2026; and (3) 12,500 RSUs shall vest on August 16, 2026; provided, however, that such awards shall vest immediately in full upon the date on which merger, sale, transfer or other disposition of all or substantially all of the assets of the Company, liquidation or dissolution, any reverse merger or related transactions, or acquisition in a single or series of related transactions by a beneficial owner (“Corporate Transaction”) occurs. (8) On September 8, 2025, the Board of Directors granted to Mr. Walters 50,000 RSUs with an aggregate grant date fair value of $324,000. The RSUs shall as follows: (1) 25,000 RSUs shall vest on March 31, 2026; (2) 12,500 RSUs shall vest on August 16, 2026; and (3) 12,500 RSUs shall vest on November 16, 2026; provided, however, that such awards shall vest immediately and in full upon (a) the date on which a Corporate Transaction is consummated. (9) On April 21, 2025, the Board of Directors granted to each of Ms. Jacobson and Dr. Strahlman 3,000 RSUs with an aggregate grant date fair value of $3,210. The RSUs were to vest upon the closing of the Company’s proposed business combination with a specific entity. The proposed business combination with the specific entity did not occur and these units were cancelled accordingly and ultimately had no compensation value. (10) On April 21, 2025, the Board of Directors granted to Mr. Geltzeiler 5,000 RSUs with an aggregate grant date fair value of $5,350. The RSUs were to vest upon the closing of the Company’s proposed business combination with a specific entity. The proposed business combination with the specific entity did not occur and these units were cancelled accordingly and ultimately had no compensation value. As of December 31, 2025, our non-employee directors held the following unvested RSUs and outstanding options to purchase shares of our common stock.

  11. DIRECTOR COMPENSATION

    | Name | Aggregate Number of Unvested RSUs | Aggregate Number of Options Outstanding | | Michael Geltzeiler | 26,015 | 1,422 | | Rachel Jacobson | 26,301 | 1,814 | | Happy Walters | 50,000 | — | | Ellen Strahlman, M.D. | 26,235 | 1,723 | | Tsontcho Ianchulev, MD., M.P.H. | — | 3,342 |

  12. DIRECTOR COMPENSATION

    None of our non-employee directors received any compensation for the fiscal year ended December 31, 2025 in their capacity as directors other than as reflected above.

  13. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding compensation awarded to, earned by or paid to our named executive officers for fiscal years ended December 31, 2025 and 2024. The Company does not have any non-equity incentive plans or awards.

  14. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock awards ($)(1) | Option awards ($)(1) | All other compensation ($) | Total ($) | | Hyunsu Jung Chief Executive Officer / Chief Investment Officer | 2025 | 135,000(2) | | 9,150,000(3) | | 1,089(4) | 9,286,089 | | | 2024 | — | — | — | — | — | — | | David Knox Chief Financial Officer | 2025 | 103,030(5) | 75,000.00 | 3,072,000(6) | | 1,787(7) | 3,251,817 | | | 2024 | — | — | — | — | — | — | | Michael Rowe Former Chief Executive Officer | 2025 | 466,667(8) | | 16,014(9) | | 5,397(10) | 488,078 | | | 2024 | 632,500 | — | — | 101,230(11) | 74,026(12) | 807,756 | | Bren Kern Former Chief Operating Officer | 2025 | 199,901(13) | | 53,500(14) | | 462,347(15) | 715,748 | | | 2024 | 396,750 | — | — | 67,487(16) | 43,127(17) | 507,364 |

  15. Summary Compensation Table

    (1) The amounts reported in the “Stock awards” and “Option awards” columns reflect the aggregate fair value of stock-based compensation awarded during the year computed in accordance with the provisions of FASB ASC Topic 718. See Note 13 to our financial statements in our most recent Annual Report on Form 10-K for the assumptions underlying the valuation of equity awards. (2) Mr. Jung was paid pursuant to the terms of an Employment Agreement dated June 17, 2025. During 2025, we granted RSU awards of 500,000 shares of our common stock as an inducement at a grant date value of $6.10 per share to Mr. Jung. The RSUs had a total grant date fair value of $3,050,000. The RSUs vested immediately and the inducement grant will settle on the following schedule: 250,000 RSUs on December 15, 2025; 125,000 RSUs on May 26, 2026; and 125,000 RSUs on August 16, 2026. During 2025, we also granted RSU awards of 1,000,000 shares of our common stock at a grant date value of $6.10 per share to Mr. Jung. The RSUs had a total grant date fair value of $6,100,000. The RSUs will vest upon the achievement of market capitalization milestones, as follows: (i) five hundred thousand (500,000) RSUs shall vest upon the Company achieving a market capitalization of one hundred fifty million dollars ($150,000,000); and (ii) five hundred thousand (500,000) RSUs shall vest upon the Company achieving a market capitalization of five hundred million dollars ($500,000,000) (the “Market Cap Milestones”). The shares of our common stock underlying such RSUs (the “Market Cap Shares”) will be settled according to the following schedule: (a) 33.33% of the Market Cap Shares will be settled immediately upon achievement of the Market Cap Milestones. (b) 33.33% of the Market Cap Shares will be settled one year following achievement of the Market Cap Milestones and (c) 33.33% of the Market Cap Shares will be settled two years following achievement of the Market Cap Milestones. Represents amounts paid to Mr. Jung in 2025 for a stipend reimbursement for health insurance while residing in Puerto Rico and a monthly cell phone allowance received by all Company employees. (5) Mr. Knox was paid pursuant to the terms of an Employment Agreement dated September 8, 2025. (6) During 2025, we granted RSU awards of 100,000 shares of our common stock as an inducement at a grant date value of $10.24 per share to Mr. Knox. The RSUs had a total grant date fair value of $1,024,000. The RSUs vest in two equal installments, with fifty percent (50%) vesting on the six-month anniversary of the date of grant and the remaining fifty percent (50%) vesting on the twelve-month anniversary of the date of grant. During 2025, we also granted RSU stock awards of 200,000 shares of our common stock at a grant date value of $10.24 per share to Mr. Knox. The RSUs had a total grant date fair value of $2,048,000. The RSUs will vest upon the achievement of market capitalization milestones, as follows: (i) one hundred thousand (100,000) RSUs shall vest upon the Company achieving a market capitalization of one hundred fifty million dollars ($150,000,000); and (ii) one hundred thousand (100,000) RSUs shall vest upon the Company achieving a market capitalization of five hundred million dollars ($500,000,000) (the “Market Cap Milestones”). The shares of our common stock underlying such RSUs (the “Market Cap Shares”) will be settled according to the following schedule: (a) 25% of the Market Cap Shares will be settled three months following achievement of each of the Market Cap Milestones, (b) an additional 25% of the Market Cap Shares will be settled six months following achievement of each of the Market Cap Milestones; an additional 25% of the Market Cap Shares will be settled nine months following achievement of each of the Market Cap Milestones and (c) an additional 25% of the Market Cap Shares will be settled twelve months following achievement of each of the Market Cap Milestones. (7) Represents amounts paid to Mr. Knox in 2025 pursuant to his contributions to the Company’s 401(k) program and a monthly cell phone allowance received by all Company employees. (8) Mr. Rowe was paid pursuant to the terms of an Employment Agreement dated July 26, 2022. On September 2, 2025, Michael Rowe notified the Board of Directors of the Company of his intent to resign from his position as Chief Executive Officer of the Company. His last day of employment with the company was November 1, 2025. (9) On June 13, 2025, the Board of Directors granted to Michael Rowe 6,600 RSUs with an aggregate grant date fair value of $16,104. The RSUs vested in full on June 13, 2025. (10) Represents amounts paid to Mr. Rowe in 2025 for matching funds for his contributions to the Company’s 401(k) program and a monthly cell phone allowance received by all Company employees. (11) During 2024, we granted options to purchase 936 shares of common stock at an exercise price of $152.80 per share to Mr. Rowe. The options had an original grant date fair value of $101,230. The options vested as to one-third of the shares underlying the options on February 12, 2025, and the remaining options become exercisable in 24 equal increments on one-month anniversaries thereafter. The shares and exercise price of the grant have been adjusted to reflect the Reverse Stock Split. (12) Represents amounts paid to Mr. Rowe in 2024 for accrued vacation time when the Company transitioned to an unlimited vacation time policy in 2024, matching funds for his contributions to the Company’s 401(k) program and a monthly cell phone allowance received by all Company employees. (13) Mr. Kern was paid pursuant to the terms of an Employment Agreement dated December 19, 2022. His employment with the company was terminated by the company with a Separation and Release Agreement dated July 1, 2025, and Mr. Kern received prorated compensation for his service during 2025. During 2025, we granted RSU awards of 50,000 shares of common stock at a grant date value of $1.07 per share on April 21, 2025 to Mr. Kern. The RSUs had a grant date fair value of $53,500. The RSUs vested upon the company’s decision to terminate Mr. Kern’s employment. Represents amounts paid to Mr. Kern in 2025 pursuant to the terms of a Separation and Release Agreement, a post-employment Advisor Agreement, for matching funds for his contributions to the Company’s 401(k) program, and a monthly cell phone allowance received by all Company employees. (16) During 2024, we granted options to purchase 624 shares of common stock at an exercise price of $152.80 per share to Mr. Kern. The options had a grant date fair value of $67,487. The options vested as to one-third of the shares underlying the options on February 12, 2025 and the remaining options become exercisable in 24 equal increments on one-month anniversaries thereafter. The shares and exercise price of the grant have been adjusted to reflect the Reverse Stock Split. In connection with the Company’s reduction in force, Mr. Kern transitioned out of his position as Chief Operating Officer in July 2025, and a portion of the shareswere partially vested on that date. Thus, 659 options were forfeited. (17) Represents amounts paid to Mr. Kern in 2024 for accrued vacation time when the Company transitioned to an unlimited vacation time policy in 2024, matching funds for his contributions to the Company’s 401(k) program and a monthly cell phone allowance received by all Company employees.

  16. Outstanding Equity Awards as of December 31, 2025

    Outstanding Equity Awards as of December 31, 2025 The following table sets forth information regarding all outstanding equity awards held by our named executive officers as of December 31, 2025:

  17. Outstanding Equity Awards as of December 31, 2025

    | Name | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option exercise price ($) | Option expiration date | Number of shares or untis of stock that have not vested (#) | Market value of shares or untis of stock that have not vested ($)(9) | | Hyunsu Jung Chief Investment Officer / Chief Executive Officer | — | — | — | | 1,000,000(10) | 3,560,000 | | | — | — | — | | | | | David Knox Chief Financial Officer | — | — | — | | 200,000(11) | 712,000 | | | — | — | — | | 100,000(12) | 356,000 | | Michael Rowe Former Chief Executive Officer | 750(1) | — | 504.00 | 2/1/2026 | — | — | | | 248(2) | — | 496.00 | 2/1/2026 | — | — | | | 534(3) | — | 248.80 | 2/1/2026 | — | — | | | 1,644(4) | — | 217.60 | 2/1/2026 | — | — | | | 1,603(5) | — | 480.80 | 2/1/2026 | — | — | | | 289(6) | — | 248.00 | 2/1/2026 | — | — | | | 5,499(7) | — | 132.80 | 2/1/2026 | — | — | | | 520(8) | — | 152.80 | 2/1/2026 | — | — | | Bren Kern Former Chief Operating Officer | — | — | — | | — | — | | | — | — | — | | — | — |

  18. Outstanding Equity Awards as of December 31, 2025

    (1) The options vested as to 20.83 shares on August 2, 2018 and vested in equal 20.83 share amounts on each of the 35 one-month anniversaries thereafter. (2) The options vested as to one-third of the shares underlying the options on July 24, 2019 and became exercisable in equal share amounts on each of the 24 one-month anniversaries thereafter. (3) The options vested as to one-third of the shares underlying the option on August 16, 2020 and the remaining options become exercisable in equal increments on each of the 24 one-month anniversaries thereafter. (4) The options vested as to one-third of the shares underlying the options on June 3, 2021 and the remaining options become exercisable in equal increments on each of the 24 one-month anniversaries thereafter. (5) The options vested as to one-third of the shares underlying the options on January 30, 2022 and the remaining options become exercisable in equal increments on each of the 24 one-month anniversaries thereafter. (6) The options vested as to one-third of the shares underlying the options on February 14, 2023 and the remaining options become exercisable in equal increments on each of the 24 one-month anniversaries thereafter. (7) The options vested as to one-third of the shares underlying the options on August 1, 2023 and the remaining options become exercisable in equal increments on each of the 24 one-month anniversaries thereafter. The options vested as to one-third of the shares underlying the options on February 12, 2025 and the remaining options were to become exercisable in equal increments on each of the 24 one-month anniversaries thereafter. These options were 100% forfeited 3 months from the date of Mr. Rowe’s resignation effective November 1, 2025. The closing price of HYPD on December 31, 2025 was $3.56. (10) The RSUs vest upon the achievement of the Jung Market Cap Milestones. The shares of common stock underlying such RSUs will be settled according to the following schedule: (a) 33.33% of the RSUs will be settled immediately upon achievement of the Jung Market Cap Milestones, (b)33.33% of the RSUs will be settled one year following achievement of the Jung Market Cap Milestones and (c) 33.33% of the RSUs will be settled two years following achievement of the Jung Market Cap Milestones. (11) The RSUs vest upon the achievement of the Knox Market Cap Milestones. The shares of common stock underlying such RSUs will be settled according to the following schedule: 25% of the RSUs will be settled three months following achievement of each of the Knox Market Cap Milestones; an additional 25% of the RSUs will be settled six months following achievement of each of the Knox Market Cap Milestones; an additional 25% of the RSUs will be settled nine months following achievement of each of the Knox Market Cap Milestones; and an additional 25% of the RSUs will be settled twelve months following achievement of each of the Knox Market Cap Milestones. (12) The RSUs vest in two equal installments, with fifty percent (50%) vesting on March 29, 2026, the six-month anniversary of the date of grant and the remaining fifty percent (50%) vesting on September 29, 2026, the 12-month anniversary of the date of grant, subject to Mr. Knox’s continued employment with the Company through each such vesting date.

  19. Pay Versus Performance

    Pay Versus Performance As required by Item 402(v) of Regulation S-K, the following table and related disclosure provide information about (i) the “total compensation” of our Principal Executive Officers (“PEOs”), and our other named executive officers (the “Other NEOs” or the “Non-PEO NEOs”) as presented in the “Summary Compensation Table” included elsewhere in this proxy statement, (ii) the “compensation actually paid” to our PEOs and our Other NEOs, as calculated pursuant to the SEC’s pay-versus-performance rules, (iii) certain financial performance measures and (iv) the relationship of the “compensation actually paid” to those financial performance measures. This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K under the Exchange Act, and does not necessarily reflect value actually realized by the executives or how our Compensation Committee evaluates compensation decisions in light of company or individual performance.

  20. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO: Jung(1) | Compensation Actually Paid to PEO: Jung(2)(3) | Summary Compensation Table Total for PEO: Rowe(1) | Compensation Actually Paid to PEO: Rowe(2)(3) | Average Summary Compensation Table Total for Non-PEO NEOs(1) | Average Compensation Actually Paid to Non-PEO NEOs(2)(3) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return(4) | Net Loss (in thousands) | | 2025 | $9,286,089 | $4,586,089 | $488,078 | $376,064 | $1,983,782 | $870,982 | $89.00 | $(45,314) | | 2024 | N/A | N/A | $807,756 | $509,675 | $413,269 | $292,520 | $3.75 | $(49,818) | | 2023 | N/A | N/A | $775,468 | $1,184,606 | $626,221 | $658,059 | $52.00 | $(27,261) |

  21. Pay Versus Performance

    In 2025, each of Mr. Jung and Mr. Rowe served as our PEO for part of the year. Mr. Rowe served as our only PEO in 2023 and 2024. Mr. Rowe resigned as PEO effective November 1, 2025. The Non-PEO NEOs for whom the average compensation is presented in this table for 2025 are Mr. Knox and Mr. Kern, for 2024 are Mr. Gandolfo, Mr. Kern and Mr. Jones; and for 2023 are Mr. Gandolfo and Mr. Kern. Mr. Gandolfo retired in November 2024. Mr. Kern ended his employment with the Company in July 2025. Mr. Jones served as our Chief Financial Officer from August 2024 to November 2024. (2) The amounts shown as Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually realized or received by the Company’s NEOs. These amounts reflect total compensation as set forth in the Summary Compensation Table for each year, adjusted as described in footnote 3 below. (3) Compensation Actually Paid reflects the exclusions and inclusions for the PEOs and the Non-PEO NEOs set forth below. Amounts excluded, which are set forth in the table below, represent the Stock Awards and Option Awards reported in the Stock Awards and Option Awards columns of the Summary Compensation Table for each applicable year. Amounts added back to determine Compensation Actually Paid are made up of the following components, which are set forth in the table below, as applicable: (i) the fair value as of the end of the fiscal year of outstanding and unvested equity awards granted in that year; (ii) the change in fair value during the year of equity awards granted in prior years that remained outstanding and unvested at the end of the year; (iii) the fair value as of the vesting date of equity awards that were granted and vested in that year; and (iv) the change in fair value during the year through the vesting date of equity awards granted in prior years that vested during that year. The fair value at the end of the prior year of awards granted in any prior year that failed to meet applicable vesting conditions during the covered year have been subtracted. Equity values are calculated in accordance with ASC Topic 718. (4) Reflects the cumulative shareholder return over the relevant fiscal year, computed in accordance with SEC rules. The value in this column is the value at the end of each applicable year assuming a $100 investment was made in the Company’s common stock on December 31, 2022. The closing price of our common stock on December 31, 2022 was $1.63, the closing price of our common stock on December 31, 2023 was $2.08, the closing price of our common stock on December 31, 2024 was $0.15 and the closing price of our common stock on December 31, 2025 was $3.56. All prices reflect the Reverse Stock Split of common stock at a ratio of 1-for-80 that occurred on January 31, 2025. In accordance with the requirements of Item 402(v) of Regulation S-K, the following table details the adjustments to the Summary Compensation Table to determine “compensation actually paid” for the PEOs and NEOs. The dollar amounts do not reflect actual compensation earned by or paid to our PEOs and NEOs during the applicable year.

  22. Pay Versus Performance

    | | PEO: Jung | | | PEO: Rowe | | | Non-PEO NEOs | | | | | 2025 | 2024 | 2023 | 2025 | 2024 | 2023 | 2025 | 2024 | 2023 | | Summary Compensation Table Total | $9,286,089 | N/A | N/A | $488,078 | $807,756 | $775,468 | $1,983,782 | $413,269 | $626,221 | | Less: Grant Date Fair Value of Stock Awards Granted in Fiscal Year | (9,150,000) | — | — | (16,014) | (101,230) | — | (1,562,750) | (77,234) | (129,351) | | Less: Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | — | — | (2,200) | — | — | (84,050) | (14,133) | — | | Add: Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | 4,450,000 | — | — | — | 2,200 | — | 534,000 | 933 | 138,600 | | Add: Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Year | — | — | — | — | (48,900) | 371,700 | — | (2,800) | 11,000 | | Add: Fair Value of Vesting of Stock Awards Granted in Fiscal Year that Vested During Fiscal Year | — | — | — | — | — | — | — | — | — | | Add: Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | — | — | — | (93,800) | (150,151) | 37,438 | — | (27,515) | 11,590 | | Average Compensation Actually Paid | $4,586,089 | N/A | N/A | $376,064 | $509,675 | $1,184,606 | $870,982 | $292,520 | $658,059 |

  23. Pay Versus Performance

    In July 2025, Mr. Kern left the Company and effective November 1, 2025, Mr. Rowe resigned from the Company, each forfeiting unvested option awards previously granted. In November 2024, Mr. Gandolfo and Mr. Jones resigned from the Company, thus forfeiting the unvested option awards previously granted. The year-end fair value of equity awards granted to Mr. Gandolfo and Mr. Jones in 2024 did not vest and therefore have been excluded. This treatment is in accordance with Item 402(v) of Regulation S-K.

  24. Comparison of “Compensation Actually Paid” to our Total Shareholder Return (“TSR”)

    Comparison of “Compensation Actually Paid” to our Total Shareholder Return (“TSR”) Our TSR was $52.00, $3.65 and $89.00 for the years ended December 31, 2023, 2024 and 2025, respectively. Mr. Jung’s “compensation actually paid” was $4.6 million for the year ended December 31, 2025, and Mr. Rowe’s “compensation actually paid” was $1.2 million, $0.5 million and $0.4 million for the years ended December 31, 2023, 2024 and 2025, respectively. The average “compensation actually paid” to our Other NEOs was $0.7 million, $0.3 million and $0.9 million for the years ended December 31, 2023, 2024 and 2025, respectively. Our TSR decreased in 2024 and increased in 2025; “compensation actually paid” to our PEOs decreased in 2024 and increased in 2025; and average “compensation actually paid” to our Other NEOs decreased in 2024 and increased in 2025.

  25. Comparison of “Compensation Actually Paid” to Net Income (Loss)

    Comparison of “Compensation Actually Paid” to Net Income (Loss) Our net loss was approximately $27.2 million in 2023, $49.8 million in 2024 and $45.3 million in 2025. Our net loss increased in 2024 and decreased in 2025; “compensation actually paid” to our PEOs decreased in 2024 and increased in 2025; and average “compensation actually paid” to our Other NEOs decreased in 2024 and increased in 2025. We do not utilize TSR on net income (loss) as performance measures in our executive compensation program; however, we do utilize other performance measures to align executive compensation with the Company’s performance.