Hyperion DeFi Inc美股招股说明书(2026-01-09版)

Up to 50,770,667 Shares of Common Stock This prospectus relates to the offer and sale from time to time, by the selling securityholders identified in this prospectus, ofup to 50,770,667 shares of common stock, par value $0.0001 per share (the “Common Stock”), of Hyperion DeFi,Inc., formerlyknown as Eyenovia,Inc. (“Hyperion DeFi” or the “Company”) which includes (i)up to 15,384,615 shares of Common Stock issuableupon the conversion of 5,128,205 shares of the Company’s SeriesA Non-Voting Preferred Stock, par value $0.0001 per share (the“SeriesA Preferred Stock”), that were issued pursuant to the Securities Purchase Agreement, dated June17, 2025, by and among theCompany and certain institutional accredited investors (the “Securities Purchase Agreement”); (ii)up to 30,769,230 shares of CommonStock issuable upon the exercise of warrants (the “Purchaser Warrants”) at an exercise price of $3.25 per share, which PurchaserWarrants were issued pursuant to the Securities Purchase Agreement; (iii)up to 923,076 shares of Common Stock issuable upon theconversion of 307,692 shares of SeriesA Preferred Stock that were issued pursuant to the Engagement Letter, dated June17, 2025, byand between the Company and Chardan Capital Markets, LLC (the “Engagement Letter”); (iv)up to 1,846,153 shares of CommonStock issuable upon the exercise of warrants (the “Placement Agent Warrants”) at an exercise price of $3.25 per share, whichPlacement Agent Warrants were issued pursuant to the Engagement Letter; (v)up to 1,497,593 shares of Common Stock issuable asin-kind dividends on the SeriesA Preferred Stock; and (vi)up to350,000shares of Common Stock issuable upon the exercise ofwarrants (the “Lender Warrants” and, together with the Purchaser Warrants and the Placement Agent Warrants, the “Warrants”) at anexercise price of $4.00 per share, which Lender Warrants were issued in connection with the Fourth Amendment (the “FourthAmendment”) to the Supplement (the “Supplement”) to that certain Loan and Security Agreement, dated November22, 2022 (the“Loan and Security Agreement”) with Avenue Capital Management II, L.P., as administrative agent and collateral agent, AvenueVenture Opportunities Fund, L.P., as a lender (“Avenue I”) and Avenue Venture Opportunities Fund II, L.P., as a lender (“Avenue II”and, together with Avenue I, the “Lenders”). The Common Stock may be offered and sold from time to time by the entities or individuals listed in the section titled“Selling Securityholders” beginning on page14 (the “Selling Securityholders”). We are registering these securities for sale by theSelling Securityholders to satisfy certain registration rights that we have granted to the Selling Securityholders. We are not selling anysecurities under this prospectus and will not receive any of the proceeds from the sale of securities by the Selling Securityholders. Wewill pay the expenses incurred in registering the Common Stock covered by the prospectus, including legal and accounting fees. TheSelling Securityholders will bear all commissions and discounts, if any, attributable to its respective sales of Common Stock under thisprospectus. The Selling Securityholders may sell the Common Stock described in this prospectus in a number of different ways and atvarying prices. We provide more information about how a Selling Securityholder may sell its Common Stock in the section titled “Planof Distribution” on page17. Our Common Stock is listed on The Nasdaq Capital Market under the symbol “HYPD.” On January 8, 2026, the last reportedsale price of our Common Stock was $3.45 per share. We are a “smaller reporting company” under applicable Securities and Exchange Commission rulesand are subject toreduced public company reporting requirements for this prospectus and future filings. Investing in our securities involves a high degree of risk. Before buying our securities, you should carefully considerthe risks described under the caption “Risk Factors” beginning on page9 of this prospectus and in the documentsincorporated by reference into this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. The date of this prospectus isJanuary9, 2026. TABLE OF CONTENTS ABOUT THIS PROSPECTUS4PROSPECTUS SUMMARY5THE OFFERING8RISK FACTORS9SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS12USE OF PROCEEDS13SELLING SECURITYHOLDERS14PLAN OF DISTRIBUTION17LEGAL MATTERS19EXPERTS19WHERE YOU CAN FIND MORE INFORMATION19INCORPORATION BY REFERENCE19 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission (the“SEC”), under which the Selling Securityholders may, from time to time, sell the securities described in this prospectus in one or moreofferings. Neither we nor the Selling Securityholders have