Hyperion DeFi Inc美股招股说明书(2025-09-24版)

Up to $60,225,987 Common Stock This prospectus supplement amendment no. 1 (the “amendment no. 1”) amends the prospectus supplement dated December30, 2024 (the “original prospectus supplement”). This amendment no. 1 should be read in conjunction with the original prospectussupplement and the accompanying prospectus, dated October 8, 2024 (the “accompanying prospectus”), each of which are to bedelivered with this amendment no. 1, and is qualified by reference thereto, except to the extent that this amendment no. 1 containsinformation that is different from or in addition to the information in the original prospectus supplement or the accompanyingprospectus. Unless otherwise indicated, all other information included in the original prospectus supplement or the accompanyingprospectus that is not inconsistent with the information set forth in this amendment no. 1 remains unchanged. On December 30, 2024, we entered into the Amended and Restated Sales Agreement (the “Original Sales Agreement”) withChardan Capital Markets, LLC (“Chardan”), relating to the sale of shares of our common stock, $0.0001 par value per share, offeredby the original prospectus supplement and the accompanying prospectus. On September 24, 2025, we entered into an amendment tothe Original Sales Agreement (the “Amendment” and together with the Original Sales Agreement, the “Sales Agreement”) to increasethe aggregate offering price of our common stock we may offer and sell pursuant to the Sales Agreement from up to $50,000,000 to upto $100,000,000. We are filing this amendment no. 1 to the original prospectus supplement to increase the aggregate dollar amount ofshares of common stock that we may sell in accordance with the Sales Agreement. The original prospectus supplement authorized usto offer and sell shares of common stock having an aggregate offering price of up to $33,586,557. As of the date of this amendmentno. 1, we have offered and sold 4,176,196 shares of our common stock pursuant to the Sales Agreement for gross proceeds of$28,996,998. This amendment no. 1 is increasing the dollar amount of common stock available to be sold from time to time hereunderto $60,225,987, which consists of $4,589,559 remaining as originally authorized under the original prospectus supplement and anadditional $55,636,248, from and including the date hereof. Our common stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “HYPD”. On September 22, 2025,the last reported sale price of our common stock on Nasdaq was $10.16 per share. Sales of the common stock, if any, under this amendment no. 1 may be made in sales deemed to be an “at the marketoffering” as defined in Rule415(a)(4)promulgated under theSecurities Act of 1933, as amended (the “Securities Act”). Chardan isnot required to sell any specific amount of securities, but will act as our sales agent using commercially reasonable efforts consistentwith its normal trading and sales practices, on mutually agreed terms between Chardan and us. There is no arrangement for funds to bereceived in any escrow, trust or similar arrangement. The compensation to Chardan for sales of our common stock will be 3.0% of the gross proceeds of any common stock soldunder the Sales Agreement. See “Plan of Distribution” beginning on pageS-14of this amendment no. 1 for additional informationregarding the compensation to be paid to Chardan. In connection with the sale of the common stock on our behalf, Chardan will bedeemed to be an “underwriter” within the meaning of theSecurities Actand the compensation of Chardan will be deemed to beunderwriting commissions. We have also agreed to provide indemnification and contribution to Chardan with respect to certainliabilities, including liabilities under theSecurities Act. We are a “smaller reporting company” under applicable Securities and Exchange Commission rules and are subject toreduced public company reporting requirements for this amendment no. 1 and future filings. INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD REVIEWCAREFULLY THE RISKS AND UNCERTAINTIES DESCRIBED UNDER THE HEADING “RISK FACTORS” ONPAGES-6OF THIS AMENDMENT NO. 1, AND UNDER SIMILAR HEADINGS IN THE DOCUMENTS THAT AREINCORPORATED BY REFERENCE INTO THIS AMENDMENT NO. 1. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this amendment no. 1, the original prospectus supplement or the accompanying prospectus istruthful or complete. Any representation to the contrary is a criminal offense. Chardan The date of this amendment no. 1 is September 24, 2025. TABLE OF CONTENTS ABOUT THIS AMENDMENT NO. 1AMENDMENT NO. 1 SUMMARYTHE OFFERINGRISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDILUTIONPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSINCORPORATION OF CERTAIN INFORMATION BY REFERENCE ABOUT THIS AMENDMENT NO. 1 This amendment no. 1 describes the spec