Hyperion Defi (HYPD) FY2025 10-K Risk Factors: 35 New, 47 Dropped

What the changes say

The company’s risk profile has shifted from biotech commercialization and financing to a concentrated HYPE-token treasury strategy.
HYPE risks dominate: extreme volatility, limited liquidity, validator concentration, outages, competition and regulatory uncertainty.
The company now uses covered calls and puts on HYPE, adding counterparty, collateral, liquidity and capped-upside risks.
Financing pressure remains, with $6.4 million cash, $8.3 million debt and a $240.6 million accumulated deficit at December 31, 2025.

What changed since the prior 10-K

New

NewRISKS RELATED TO OUR HYPE TOKEN TREASURY STRATEGY
The Hyperliquid platform and technologies and HYPE have a limited operating history
Hyperliquid and HYPE launched recently, may not gain adoption, and technical or privacy failures could reduce HYPE demand and treasury value.
NewRISKS RELATED TO OUR HYPE TOKEN TREASURY STRATEGY
HYPE is subject to extreme price volatility, and any sustained decline in the market price of HYPE could lead to substantial losses on our digital asset holdings and could adversely affect the market price of our common stock
HYPE’s extreme volatility, limited liquidity and possible sales by core contributors could cause losses, impairment charges and lower stock value.
NewRISKS RELATED TO OUR HYPE TOKEN TREASURY STRATEGY
HYPE is a highly volatile asset, and fluctuations in the price and liquidity of HYPE may influence our financial results and the market price of our listed securities
HYPE price and liquidity swings, large-holder sales, negative sentiment and competing digital assets could damage financial results and listed securities.
NewRISKS RELATED TO OUR HYPE TOKEN TREASURY STRATEGY
HYPE faces unique technical, governance and concentration risks that could materially affect its long-term viability
Hyperliquid has experienced an outage, only about 24 validators, and possible structural flaws or forks could undermine network security and HYPE.
NewRISKS RELATED TO OUR HYPE TOKEN TREASURY STRATEGY
HYPE is subject to technological obsolescence, including competition from emerging blockchain and artificial intelligence protocols, which could have a negative impact on the price of HYPE and adversely affect the value of our HYPE holdings
Rapid innovation and competition from blockchains, DeFi platforms and artificial-intelligence protocols could make Hyperliquid and HYPE obsolete.
NewRISKS RELATED TO OUR HYPE TOKEN TREASURY STRATEGY
Proof-of-stake blockchains are a relatively recent innovation, and have not been subject to as widespread use or adoption over as long of a period of time as traditional proof-of-work blockchains
Hyperliquid’s proof-of-stake consensus and governance have less large-scale, long-term testing and adoption than Bitcoin’s proof-of-work system.
NewRISKS RELATED TO OUR HYPE TOKEN TREASURY STRATEGY
The concentration of our HYPE holdings could enhance the risks inherent in our HYPE treasury strategy
Concentrating treasury assets in HYPE removes diversification and makes any substantial HYPE decline more damaging to the company’s financial condition.
NewRISKS RELATED TO OUR HYPE TOKEN TREASURY STRATEGY
The emergence or growth of other digital assets, including those with significant private or public sector backing, could have a negative impact on the price of HYPE and adversely affect our business
Alternative blockchains, including Ethereum and privately or publicly backed digital assets, could gain market share and reduce HYPE’s relative value.
NewRISKS RELATED TO OUR HYPE TOKEN TREASURY STRATEGY
We plan to use a portion of our capital raised that is not required to provide working capital for our ongoing operations to invest in HYPE, which may adversely affect our financial results and the market price of our securities
Investing excess capital in volatile HYPE could create material unrealized earnings swings, regulatory losses and a lower common-stock price.
NewRISKS RELATED TO OUR HYPE TOKEN TREASURY STRATEGY
Our digital asset holdings are less liquid than our existing cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents
HYPE holdings may be impossible to sell during market stress and lack the liquidity, custody protections and insurance available to cash.
NewRISKS RELATED TO OUR HYPE TOKEN TREASURY STRATEGY
Competition from central bank digital currencies (“CBDCs”) and emerging payments initiatives involving financial institutions could adversely affect the price of HYPE and other digital assets
CBDCs and blockchain-based payment initiatives from central banks and financial institutions could reduce demand for HYPE and other cryptocurrencies.
NewRISKS RELATED TO OUR HYPE TOKEN TREASURY STRATEGY
The Company’s options activity on the price of HYPE exposes the Company to financial, liquidity, and counterparty risk
HYPE options create counterparty and liquidity risks, lock collateral, limit upside through covered calls and add put exposure beginning in 2026.
NewRISKS RELATED TO OUR HYPE TOKEN TREASURY STRATEGY
The Company’s Temporary Use Agreement with Native Markets, Inc. exposes the Company to financial risk, earnings volatility, liquidity constraints, and risk of loss
NewRISKS RELATED TO OUR HYPE TOKEN TREASURY STRATEGY
There may be no realized economic value of the Company’s KNTQ tokens
NewRISKS RELATED TO OUR HYPE TOKEN TREASURY STRATEGY
The Company’s liquid staking activities, including its holdings of HiHYPE, kHYPE, and kmHYPE (each an intangible digital asset), expose the Company to additional risks and earnings volatility
NewRISKS RELATED TO OUR HYPE TOKEN TREASURY STRATEGY
HYPE, the Hyperliquid network and other digital assets are novel and are subject to significant legal and regulatory uncertainty
NewRISKS RELATED TO OUR HYPE TOKEN TREASURY STRATEGY
Our HYPE and other digital assets treasury strategy subjects us to enhanced regulatory oversight
NewRISKS RELATED TO OUR HYPE TOKEN TREASURY STRATEGY
Absent federal regulations, there is a possibility that HYPE may be classified as a “security.” Any classification of HYPE as a “security” would subject us to additional regulation and could materially and adversely impact the operation of our business
NewRISKS RELATED TO OUR HYPE TOKEN TREASURY STRATEGY
distribution and protocol governance, signaling an intent to eliminate all vestiges of centralized managerial reliance. Also, HYPE ownership does not guarantee the right to receive any interest, rewards or other returns
NewRISKS RELATED TO OUR HYPE TOKEN TREASURY STRATEGY
If we were deemed to be an investment company under the Investment Company Act, applicable restrictions likely would make it impractical for us to continue segments of our business as currently contemplated
NewRISKS RELATED TO OUR HYPE TOKEN TREASURY STRATEGY
We are not subject to the legal and regulatory obligations that apply to investment companies such as mutual funds and funds, or to obligations applicable to investment advisers
NewRISKS RELATED TO OUR HYPE TOKEN TREASURY STRATEGY
HYPE is created and transmitted through the operations of the peer-to-peer Hyperliquid network, a decentralized network of computers running software following the HYPE protocol. If the Hyperliquid network is disrupted or encounters any unanticipated difficulties, the value of HYPE could be negatively impacted
NewRISKS RELATED TO OUR HYPE TOKEN TREASURY STRATEGY
We face risks relating to the custody of our HYPE and other digital assets, such as the loss or destruction of private keys required to access our HYPE and cyberattacks or other data loss relating to our HYPE, including smart contract-related losses and vulnerabilities
NewRISKS RELATED TO OUR HYPE TOKEN TREASURY STRATEGY
increase systemic technology risk. While we will conduct due diligence on our custody infrastructure providers and any smart contract platforms we may use, there can be no assurance that such diligence will uncover all risks, including operational deficiencies, hidden vulnerabilities or legal noncompliance
NewRISKS RELATED TO OUR HYPE TOKEN TREASURY STRATEGY
Our digital assets are not insured by the FDIC or SIPC
NewRISKS RELATED TO OUR HYPE TOKEN TREASURY STRATEGY
We use smart contracts that are subject to coding errors and other potential flaws
NewRISKS RELATED TO OUR HYPE TOKEN TREASURY STRATEGY
We are exposed to slashing risks
NewRISKS RELATED TO OUR HYPE TOKEN TREASURY STRATEGY
We face other risks related to our digital asset treasury reserve business model
NewRISKS RELATED TO OUR HYPE TOKEN TREASURY STRATEGY
We may engage in distinct digital asset financing strategies in which we will leverage our digital asset holdings to acquire additional amounts of the same leveraged digital assets, and may do so on a compounded basis, which will increase our exposure to smart-contract, operational and counterparty risks
NewRISKS RELATED TO OUR HYPE TOKEN TREASURY STRATEGY
We may be subject to additional tax liability if regulation or policy changes adversely affect the tax treatment of rewards from staking HYPE
NewRISKS RELATED TO OUR HYPE TOKEN TREASURY STRATEGY
Our historical financial statements do not reflect the potential variability in earnings that we may experience in the future relating to our HYPE holdings
NewRISKS RELATED TO OUR HYPE TOKEN TREASURY STRATEGY
Unrealized fair value gains on our HYPE holdings could cause us to become subject to the corporate alternative minimum tax under the Inflation Reduction Act
NewRISKS RELATED TO OUR HYPE TOKEN TREASURY STRATEGY
If we are unable to raise sufficient additional capital on acceptable terms, we may be unable to expand or maintain our HYPE reserve, which could adversely affect our liquidity, financial condition and growth prospects
NewRISKS RELATED TO OUR HYPE TOKEN TREASURY STRATEGY
To remediate this material weakness, management redesigned the control associated with contractual equity issuances. The control now requires that all such obligations to issue equity are subject to a mandatory accounting assessment, followed by a review by a professional with the requisite technical competence
NewRISKS RELATED TO OUR HYPE TOKEN TREASURY STRATEGY
Due to the existence of this material weakness, our management has concluded that, as of December 31, 2025, our internal control over financial reporting was not effective

Dropped

DroppedRISKS RELATED TO OUR FINANCIAL POSITION AND NEED FOR ADDITIONAL CAPITAL
Significant Accounting Policies - Liquidity and Going Concern of our financial statements included within this Annual Report on Form 10-K
DroppedRISKS RELATED TO OUR FINANCIAL POSITION AND NEED FOR ADDITIONAL CAPITAL
Our ongoing exploration of alternative strategic paths may not result in entering into or completing transactions when necessary, and the process of reviewing alternative strategic paths or their conclusion could adversely affect our stock price
Going-concern risks tied to commercializing products, competition and collaborations.
DroppedRISKS RELATED TO OUR FINANCIAL POSITION AND NEED FOR ADDITIONAL CAPITAL
Raising additional capital may cause dilution to our existing stockholders, restrict our operations or require us to relinquish rights to our technologies
Uncertainty over strategic alternatives, including partnerships, mergers, acquisitions and licensing.
DroppedRISKS RELATED TO OUR FINANCIAL POSITION AND NEED FOR ADDITIONAL CAPITAL
We have entered into a loan modification agreement with Avenue and, based on our lack of financial liquidity, we cannot guarantee that we will be able to comply with the terms of this agreement, or continue obtaining forbearance if needed
DroppedRISKS RELATED TO OUR FINANCIAL POSITION AND NEED FOR ADDITIONAL CAPITAL
On February 21, 2025, the Company entered into the Second Amendment, pursuant to which Avenue agreed to defer principal and interest payments on amounts outstanding until the end of September 2025. Deferred interest will accrue on the outstanding principal amount at the interest rate as defined in the Second Amendment
Dilution, restrictive debt covenants and technology-rights concessions from future financing.
DroppedRISKS RELATED TO OUR FINANCIAL POSITION AND NEED FOR ADDITIONAL CAPITAL
We have incurred operating losses since our inception. We expect to continue to incur losses for the foreseeable future and might never achieve or maintain profitability
DroppedRISKS RELATED TO OUR FINANCIAL POSITION AND NEED FOR ADDITIONAL CAPITAL
If we are unable to use carryforward tax losses or benefit from favorable tax legislation to reduce our taxes, our business, results of operations and financial condition may be adversely affected
Compliance with Avenue loan terms and continued lender forbearance amid limited liquidity.
DroppedRISKS RELATED TO OUR FINANCIAL POSITION AND NEED FOR ADDITIONAL CAPITAL
Revenue Code of 1986, as amended, as well as similar state provisions. This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities
Required use of ATM financing proceeds to repay Avenue debt under the Second Amendment.
DroppedRISKS RELATED TO THE PROPOSED BUSINESS COMBINATION BETWEEN EYENOVIA AND BETALIQ
The proposed business combination may not be consummated on the terms described in the non-binding Letter of Intent or at all
Persistent operating losses, limited product revenue and inability to achieve profitability.
DroppedRISKS RELATED TO THE PROPOSED BUSINESS COMBINATION BETWEEN EYENOVIA AND BETALIQ
Failure to enter into a definitive business combination agreement or consummate the proposed business combination could negatively affect Eyenovia’s business, future business and financial results
Inability to use federal net operating loss carryforwards and favorable tax provisions.
DroppedRISKS RELATED TO THE PROPOSED BUSINESS COMBINATION BETWEEN EYENOVIA AND BETALIQ
Eyenovia and Betaliq will be subject to various uncertainties while the proposed business combination is pending that could adversely affect the anticipated benefits of the business combination
Tax examinations could limit utilization of tax attributes and increase future taxes.
DroppedRISKS RELATED TO THE PROPOSED BUSINESS COMBINATION BETWEEN EYENOVIA AND BETALIQ
Eyenovia expects to incur substantial transaction costs in connection with the proposed business combination
Failure to complete the proposed Eyenovia-Betaliq business combination.
DroppedRISKS RELATED TO COMMERCIALIZATION OF OUR PRODUCTS
Our products may cause undesirable side effects, which could result in significant negative consequences
Unsuccessful negotiations or conditions preventing a definitive Eyenovia-Betaliq agreement.
DroppedRISKS RELATED TO COMMERCIALIZATION OF OUR PRODUCTS
If the market opportunities for Mydcombi and clobetasol propionate are smaller than we believe they are, our product revenues may be adversely affected and our business may suffer
Operational, contractual and personnel uncertainty while the proposed business combination remained pending.
DroppedRISKS RELATED TO COMMERCIALIZATION OF OUR PRODUCTS
There can be no assurance that Mydcombi and clobetasol propionate will achieve commercial success or market acceptance, which could prevent us from becoming profitable
Transaction costs incurred by Eyenovia whether or not the proposed business combination closed.
DroppedRISKS RELATED TO COMMERCIALIZATION OF OUR PRODUCTS
The specialty pharma market is highly competitive. If we or our licensees are unable to compete effectively with any existing products, new treatment methods and new technologies, we may be unable to commercialize our products
DroppedRISKS RELATED TO COMMERCIALIZATION OF OUR PRODUCTS
If we fail to establish and maintain effective manufacturing and distribution processes our business may be adversely affected
DroppedRISKS RELATED TO COMMERCIALIZATION OF OUR PRODUCTS
We are exposed to the risk of claims seeking monetary damages by individuals and the risk of investigations by regulatory authorities, which could cause us to incur substantial liabilities and to limit commercialization of any products that we develop
DroppedRISKS RELATED TO COMMERCIALIZATION OF OUR PRODUCTS
Product liability lawsuits against us could divert our resources and could cause us to incur substantial liabilities and to limit commercialization of any products that we develop
DroppedRISKS RELATED TO COMMERCIALIZATION OF OUR PRODUCTS
We may not be able to successfully commercialize Mydcombi or clobetasol propionate due to unfavorable pricing regulations or third-party coverage and reimbursement policies, which could make it difficult for us to sell Mydcombi or clobetasol propionate profitably
DroppedRISKS RELATED TO REGULATORY APPROVAL OF OUR PRODUCTS AND OTHER LEGAL COMPLIANCE MATTERS
Although we have obtained FDA approval for Mydcombi in the United States, we may never obtain approval for or commercialize Mydcombi or any of our current or future product candidates in any other jurisdiction, which would limit our ability to realize their full market potential
DroppedRISKS RELATED TO REGULATORY APPROVAL OF OUR PRODUCTS AND OTHER LEGAL COMPLIANCE MATTERS
approvals, or if regulatory approvals in international markets are delayed, our target market will be reduced and our ability to realize the full market potential of any product we develop will be unrealized
DroppedRISKS RELATED TO REGULATORY APPROVAL OF OUR PRODUCTS AND OTHER LEGAL COMPLIANCE MATTERS
to regulatory and enforcement actions our business, financial condition, results of operations, stock price and prospects will be materially harmed
DroppedRISKS RELATED TO REGULATORY APPROVAL OF OUR PRODUCTS AND OTHER LEGAL COMPLIANCE MATTERS
Healthcare legislative reform measures may have a material adverse effect on our financial condition or results of operations
DroppedRISKS RELATED TO REGULATORY APPROVAL OF OUR PRODUCTS AND OTHER LEGAL COMPLIANCE MATTERS
of the United States, it will require us to dedicate additional resources to comply with these laws, and these laws may preclude us from developing, manufacturing, or selling certain products and product candidates outside of the United States, which could limit our growth potential and increase our development costs
DroppedRISKS RELATED TO OUR BUSINESS OPERATIONS AND MANAGING GROWTH
In addition, we are dependent on our continued ability to retain and motivate highly qualified additional personnel. If we are not able to retain our management and to retain personnel necessary for the commercialization of our products, we might not be able to sustain our operations or grow
DroppedRISKS RELATED TO OUR BUSINESS OPERATIONS AND MANAGING GROWTH
We have limited corporate infrastructure
DroppedRISKS RELATED TO OUR BUSINESS OPERATIONS AND MANAGING GROWTH
Our employees, consultants and commercial partners may engage in misconduct or other improper activities, including non-compliance with regulatory standards and requirements and insider trading
DroppedRISKS RELATED TO OUR DEPENDENCE ON THIRD PARTIES
to do so on acceptable terms. If we are unable to reach acceptable agreements with a sufficient number of suppliers of materials, our commercialization activities will be delayed and our ability to implement our business plan will be compromised
DroppedRISKS RELATED TO OUR DEPENDENCE ON THIRD PARTIES
If we, our service providers, or any third-party manufacturers fail to comply with laws regulating the protection of the environment and health and human safety, we could be subject to enforcement actions and our business prospects could be adversely affected
DroppedRISKS RELATED TO OUR INTELLECTUAL PROPERTY AND POTENTIAL LITIGATION
Our success depends on our ability to protect our intellectual property and proprietary technology
DroppedRISKS RELATED TO OUR INTELLECTUAL PROPERTY AND POTENTIAL LITIGATION
Our patents covering our proprietary technology may be subject to challenge, narrowing, circumvention and invalidation by third parties
DroppedRISKS RELATED TO OUR INTELLECTUAL PROPERTY AND POTENTIAL LITIGATION
We cannot be sure that we were the first to make the technologies claimed in our patents or patent applications or that we were the first to file for patent protection
DroppedRISKS RELATED TO OUR INTELLECTUAL PROPERTY AND POTENTIAL LITIGATION
The patent application process is subject to numerous risks and there can be no assurance that we will be successful in obtaining patents for which we have applied
DroppedRISKS RELATED TO OUR INTELLECTUAL PROPERTY AND POTENTIAL LITIGATION
It is difficult and costly to protect our intellectual property and our proprietary technologies, and we might not be able to ensure their protection
DroppedRISKS RELATED TO OUR INTELLECTUAL PROPERTY AND POTENTIAL LITIGATION
Obtaining and maintaining patent protection of our technologies depends on compliance with various procedural, document submission, fee payment and other requirements imposed by governmental patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements
DroppedRISKS RELATED TO OUR INTELLECTUAL PROPERTY AND POTENTIAL LITIGATION
Patent terms may be inadequate to protect our competitive position on our products for an adequate amount of time and if we do not obtain protection under the Hatch-Waxman Amendments and similar non-U.S. legislation for extending the term of patents covering our products, our business may be materially harmed
DroppedRISKS RELATED TO OUR INTELLECTUAL PROPERTY AND POTENTIAL LITIGATION
Changes to the patent law in the United States or other jurisdictions could diminish the value of patents in general, thereby impairing our ability to protect our products
DroppedRISKS RELATED TO OUR INTELLECTUAL PROPERTY AND POTENTIAL LITIGATION
We might not be able to enforce our intellectual property rights throughout the world
DroppedRISKS RELATED TO OUR INTELLECTUAL PROPERTY AND POTENTIAL LITIGATION
If we are sued for infringing, misappropriating, or otherwise violating intellectual property rights of third parties, such litigation could be costly and time consuming and could prevent or delay us from commercializing our products
DroppedRISKS RELATED TO OUR INTELLECTUAL PROPERTY AND POTENTIAL LITIGATION
We may be subject to claims by third parties asserting that our employees or we have misappropriated their intellectual property, or claiming ownership of what we regard as our own intellectual property and proprietary technology
DroppedRISKS RELATED TO OUR INTELLECTUAL PROPERTY AND POTENTIAL LITIGATION
We may become involved in lawsuits to protect or enforce our patents or other intellectual property, which could be expensive, time consuming and unsuccessful
DroppedRISKS RELATED TO OUR INTELLECTUAL PROPERTY AND POTENTIAL LITIGATION
If we fail to comply with our obligations under our existing and any future intellectual property licenses with third parties, we could lose license rights that are important to our business
DroppedRISKS RELATED TO OUR INTELLECTUAL PROPERTY AND POTENTIAL LITIGATION
If we are unable to protect the confidentiality of our trade secrets, the value of our technology could be negatively impacted and our business would be harmed
DroppedRISKS RELATED TO OUR INTELLECTUAL PROPERTY AND POTENTIAL LITIGATION
If our trademarks and trade names are not adequately protected, then we might not be able to build name recognition in our marks of interest and our business may be adversely affected
DroppedRISKS RELATED TO OWNERSHIP OF OUR COMMON STOCK
The price of our common stock has been, and may continue to be, volatile and may fluctuate substantially, which could result in substantial losses for purchasers of our common stock
DroppedRISKS RELATED TO OWNERSHIP OF OUR COMMON STOCK
and we could be subject to sanctions or investigations by the stock exchange on which our common stock is listed, the SEC, or other regulatory authorities

Reworded

94% rewrittenRISKS RELATED TO OUR HYPE TOKEN TREASURY STRATEGY
We may need to raise additional capital in the future, which may not be available on reasonable terms, or at all
Cash increased to $6.4 million and debt fell to $8.3 million, while the accumulated deficit grew to $240.6 million; the company added uncertain cash-burn and collaboration needs.
Was: We will need to raise additional capital to remain a going concern, which may not be available on acceptable terms, or at all
78% rewrittenRISKS RELATED TO OUR HYPE TOKEN TREASURY STRATEGY
If securities analysts do not continue to publish research or reports about our business or if they publish negative evaluations of our stock, the price of our stock could decline
The revised risk removes the prior sentence about financial-reporting controls while retaining analyst-coverage and stock-price concerns.
75% rewrittenRISKS RELATED TO OUR HYPE TOKEN TREASURY STRATEGY
As a public company, we are required to have effective internal controls and disclosure controls, which are costly and time consuming to implement. Failure to maintain adequate financial controls could cause us to have material weaknesses, which could adversely affect our operations and financial position
The exchange is now identified specifically as Nasdaq, and the wording says compliance costs result rather than will result; substance is largely unchanged.
Was: As a public company, we need to have effective internal controls and disclosure controls, which is costly and time consuming. Failure to develop and maintain adequate financial controls could cause us to have material weaknesses, which could adversely affect our operations and financial position
66% rewrittenRISKS RELATED TO OUR HYPE TOKEN TREASURY STRATEGY
A significant portion of our total outstanding shares may be sold into the market in the near future, which could cause the market price of our common stock to drop significantly, even if our business is performing well
The capital structure was updated: authorized shares rose to 600 million, outstanding shares to 8.68 million, and Series A Preferred Stock conversion shares were added.
63% rewrittenRISKS RELATED TO OUR HYPE TOKEN TREASURY STRATEGY
We are highly dependent on the services of our senior management team, and if we are not able to retain these members of our management team or recruit and retain additional management personnel, our business will be harmed
The risk expands beyond senior management to retaining and motivating additional personnel needed to sustain operations and growth.
Was: We are highly dependent on the services of our senior management team, including our Chief Executive Officer, and if we are not able to retain these members of our management team or recruit and retain additional management, clinical, scientific and sales personnel, our business will be harmed
50% rewrittenRISKS RELATED TO OUR HYPE TOKEN TREASURY STRATEGY
Delisting of our common stock from Nasdaq could prevent us from maintaining an active, liquid and orderly trading market for our common stock
Specific 2024 Nasdaq minimum-bid-price violations were removed and replaced with a general statement about past listing-rule compliance issues.
Was: Delisting could prevent us from maintaining an active, liquid and orderly trading market for our common stock and may materially and adversely impact our ability to consummate certain strategic transactions
37% rewrittenRISKS RELATED TO OUR HYPE TOKEN TREASURY STRATEGY
We have broad discretion in the use of our cash, including the net proceeds from our financings, and might not use them effectively
Management now has discretion over deploying cash, and the revised text removes the specific risk of delaying product-candidate development.

All 48 risk factors

Headings as the filing states them, in filing order.

RISKS RELATED TO OUR HYPE TOKEN TREASURY STRATEGY

01The Hyperliquid platform and technologies and HYPE have a limited operating historyNew
02HYPE is subject to extreme price volatility, and any sustained decline in the market price of HYPE could lead to substantial losses on our digital asset holdings and could adversely affect the market price of our common stockNew
03HYPE is a highly volatile asset, and fluctuations in the price and liquidity of HYPE may influence our financial results and the market price of our listed securitiesNew
04HYPE faces unique technical, governance and concentration risks that could materially affect its long-term viabilityNew
05HYPE is subject to technological obsolescence, including competition from emerging blockchain and artificial intelligence protocols, which could have a negative impact on the price of HYPE and adversely affect the value of our HYPE holdingsNew
06Proof-of-stake blockchains are a relatively recent innovation, and have not been subject to as widespread use or adoption over as long of a period of time as traditional proof-of-work blockchainsNew
07The concentration of our HYPE holdings could enhance the risks inherent in our HYPE treasury strategyNew
08The emergence or growth of other digital assets, including those with significant private or public sector backing, could have a negative impact on the price of HYPE and adversely affect our businessNew
09We plan to use a portion of our capital raised that is not required to provide working capital for our ongoing operations to invest in HYPE, which may adversely affect our financial results and the market price of our securitiesNew
10Our digital asset holdings are less liquid than our existing cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalentsNew
11Competition from central bank digital currencies (“CBDCs”) and emerging payments initiatives involving financial institutions could adversely affect the price of HYPE and other digital assetsNew
12The Company’s options activity on the price of HYPE exposes the Company to financial, liquidity, and counterparty riskNew
13The Company’s Temporary Use Agreement with Native Markets, Inc. exposes the Company to financial risk, earnings volatility, liquidity constraints, and risk of lossNew
14There may be no realized economic value of the Company’s KNTQ tokensNew
15The Company’s liquid staking activities, including its holdings of HiHYPE, kHYPE, and kmHYPE (each an intangible digital asset), expose the Company to additional risks and earnings volatilityNew
16HYPE, the Hyperliquid network and other digital assets are novel and are subject to significant legal and regulatory uncertaintyNew
17Our HYPE and other digital assets treasury strategy subjects us to enhanced regulatory oversightNew
18Absent federal regulations, there is a possibility that HYPE may be classified as a “security.” Any classification of HYPE as a “security” would subject us to additional regulation and could materially and adversely impact the operation of our businessNew
19distribution and protocol governance, signaling an intent to eliminate all vestiges of centralized managerial reliance. Also, HYPE ownership does not guarantee the right to receive any interest, rewards or other returnsNew
20If we were deemed to be an investment company under the Investment Company Act, applicable restrictions likely would make it impractical for us to continue segments of our business as currently contemplatedNew
21We are not subject to the legal and regulatory obligations that apply to investment companies such as mutual funds and funds, or to obligations applicable to investment advisersNew
22HYPE is created and transmitted through the operations of the peer-to-peer Hyperliquid network, a decentralized network of computers running software following the HYPE protocol. If the Hyperliquid network is disrupted or encounters any unanticipated difficulties, the value of HYPE could be negatively impactedNew
23We face risks relating to the custody of our HYPE and other digital assets, such as the loss or destruction of private keys required to access our HYPE and cyberattacks or other data loss relating to our HYPE, including smart contract-related losses and vulnerabilitiesNew
24increase systemic technology risk. While we will conduct due diligence on our custody infrastructure providers and any smart contract platforms we may use, there can be no assurance that such diligence will uncover all risks, including operational deficiencies, hidden vulnerabilities or legal noncomplianceNew
25Our digital assets are not insured by the FDIC or SIPCNew
26We use smart contracts that are subject to coding errors and other potential flawsNew
27We are exposed to slashing risksNew
28We face other risks related to our digital asset treasury reserve business modelNew
29We may engage in distinct digital asset financing strategies in which we will leverage our digital asset holdings to acquire additional amounts of the same leveraged digital assets, and may do so on a compounded basis, which will increase our exposure to smart-contract, operational and counterparty risksNew
30We may be subject to additional tax liability if regulation or policy changes adversely affect the tax treatment of rewards from staking HYPENew
31Our historical financial statements do not reflect the potential variability in earnings that we may experience in the future relating to our HYPE holdingsNew
32Unrealized fair value gains on our HYPE holdings could cause us to become subject to the corporate alternative minimum tax under the Inflation Reduction ActNew
33Delisting of our common stock from Nasdaq could prevent us from maintaining an active, liquid and orderly trading market for our common stock50% rewritten
34The terms of our Loan and Security Agreement require us to meet certain operating covenants and place restrictions on our operating and financial flexibility. If we raise additional capital through debt financing, the terms of any new debt could further restrict our ability to operate our business
35If we are unable to raise sufficient additional capital on acceptable terms, we may be unable to expand or maintain our HYPE reserve, which could adversely affect our liquidity, financial condition and growth prospectsNew
36We may need to raise additional capital in the future, which may not be available on reasonable terms, or at all94% rewritten
37A significant portion of our total outstanding shares may be sold into the market in the near future, which could cause the market price of our common stock to drop significantly, even if our business is performing well66% rewritten
38We have broad discretion in the use of our cash, including the net proceeds from our financings, and might not use them effectively37% rewritten
39We may be adversely affected by the effects of inflation
40As a public company, we are required to have effective internal controls and disclosure controls, which are costly and time consuming to implement. Failure to maintain adequate financial controls could cause us to have material weaknesses, which could adversely affect our operations and financial position75% rewritten
41To remediate this material weakness, management redesigned the control associated with contractual equity issuances. The control now requires that all such obligations to issue equity are subject to a mandatory accounting assessment, followed by a review by a professional with the requisite technical competenceNew
42Due to the existence of this material weakness, our management has concluded that, as of December 31, 2025, our internal control over financial reporting was not effectiveNew
43Provisions in our corporate charter documents and under Delaware law could make an acquisition of us, which may be beneficial to our stockholders, more difficult and may prevent attempts by our stockholders to replace or remove our current management
44Because we do not anticipate paying any cash dividends on our common stock in the foreseeable future, capital appreciation, if any, will be your sole source of gain
45If securities analysts do not continue to publish research or reports about our business or if they publish negative evaluations of our stock, the price of our stock could decline78% rewritten
46We are an “smaller reporting company” and the reduced disclosure requirements applicable to smaller reporting companies may make our common stock less attractive to investors
47We are highly dependent on the services of our senior management team, and if we are not able to retain these members of our management team or recruit and retain additional management personnel, our business will be harmed63% rewritten
48We rely upon information technology and any failure, inadequacy, interruption or security lapse of that technology, including any cyber security incidents, could harm our ability to operate our business effectively

Other Hyperion Defi 10-Ks

FY2024 10-K risk factors
60 risks
Hyperion Defi faces imminent going concern risks with only $2.1 million in cash as of December 31, 2024. The company carries $10.2 million in debt under a loan agreement with Avenue maturing November 1, 2025. It depends entirely on successfully commercializing its Mydcombi and clobetasol propionate products or completing a proposed business combination with Betaliq.
Filed Apr 15, 2025

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