SCHEDULE: Hyperion DeFi Director Discloses 9.3% Stake and Performance-Based Equity Incentives

Hyunsu Jung, Chief Investment Officer and Director of Hyperion DeFi, Inc., has disclosed a 9.3% beneficial ownership stake in the company, acquired as an employment inducement, with potential for an additional 1,000,000 shares tied to significant market capitalization milestones.

Summary

• Hyunsu Jung, Chief Investment Officer and Director of Hyperion DeFi, Inc., has acquired 500,000 shares of Common Stock.
• This acquisition represents a 9.3% beneficial ownership stake in Hyperion DeFi, Inc., calculated based on 5,304,868 shares outstanding as of July 8, 2025.
• The 500,000 shares were acquired on June 17, 2025, pursuant to an Employment Agreement, as an inducement for Mr. Jung to accept employment with the Issuer.
• An additional 1,000,000 shares of Common Stock are committed to Mr. Jung upon the vesting of restricted stock units (RSUs).
• The RSU vesting is contingent on Hyperion DeFi achieving specific market capitalization milestones: 500,000 shares will vest upon reaching $150,000,000 market capitalization, and the remaining 500,000 shares will vest upon reaching $500,000,000 market capitalization.
• The vesting of these RSUs is subject to necessary approvals by the Issuer's stockholders and board of directors, and the terms of the Company's 2018 Omnibus Stock Incentive Plan, as amended.
• The shares were acquired for investment purposes, without the intent to change or influence control of the Issuer.

Sentiment

Score: 7

Explanation: The filing indicates a significant equity stake for a key executive, aligning interests with growth, and sets clear, ambitious market capitalization targets for future vesting, which are positive. No negative operational or financial news is present, as it's an ownership disclosure.

Positives

• A key executive, Hyunsu Jung (CIO and Director), holds a significant ownership stake (9.3%), which strongly aligns his interests with those of the shareholders.
• The potential for Mr. Jung to acquire an additional 1,000,000 shares is directly tied to substantial market capitalization growth ($150 million and $500 million), indicating management incentives are aligned with significant company value creation.
• The acquisition of shares as an employment inducement suggests the company is successfully attracting and retaining high-level talent.

Risks

• The vesting of 1,000,000 additional shares for Hyunsu Jung is contingent on Hyperion DeFi, Inc. achieving specific market capitalization targets ($150,000,000 and $500,000,000), which may not be met.
• The vesting of Restricted Stock Units is subject to necessary approvals by the Issuer's stockholders and board of directors, which are not guaranteed.
• The Reporting Person reserves the right to change his investment plans at any time, including acquiring additional shares or disposing of existing shares, which could potentially impact the stock price.

Future Outlook

Hyunsu Jung is eligible to receive an additional 1,000,000 shares of Common Stock through Restricted Stock Units, contingent upon Hyperion DeFi, Inc. achieving market capitalization milestones of $150,000,000 and $500,000,000, subject to stockholder and board approvals.

Management Comments

• The shares of Common Stock beneficially owned by the Reporting Person have been acquired for investment purposes and were not acquired with the intent to change or influence control of the Issuer or to participate in any transaction having that purpose or effect.
• The Reporting Person reserves the right to change his plan and intentions at any time as he deems appropriate.

Industry Context

This filing reflects a standard executive compensation and ownership disclosure within the DeFi (Decentralized Finance) industry, where attracting and retaining key talent often involves significant equity incentives tied to performance milestones. The market capitalization targets indicate the company's growth ambitions within the competitive DeFi landscape.

Comparison to Industry Standards

• N/A. This Schedule 13D primarily details an individual's beneficial ownership and compensation structure, rather than company-wide financial or operational results that would typically be benchmarked against industry peers. No specific comparable companies or projects are mentioned for direct comparison.

Management Changes

Corporate Governance

Legal Proceedings

• N/A. The reporting person has not been convicted in a criminal proceeding or been a party to a civil proceeding related to securities laws in the last five years.

Stakeholder Impact

• Shareholders: Interests are potentially aligned with Hyunsu Jung due to his significant ownership stake and performance-based RSU vesting. Future share acquisitions or dispositions by Mr. Jung could influence stock price.
• Employees: The executive compensation structure may set a precedent or reflect the company's approach to attracting and retaining talent.
• Management: The compensation structure for the CIO and Director is clearly defined, with incentives tied to company growth.

Next Steps

• Hyperion DeFi, Inc. stockholders and board of directors need to approve the vesting of the 1,000,000 Restricted Stock Units.
• Hyperion DeFi, Inc. must achieve market capitalization milestones of $150,000,000 and $500,000,000 for the Restricted Stock Units to vest.
• Hyunsu Jung may acquire or dispose of additional shares in the future based on business and market conditions.

Key Dates

Recommendation

Keywords

Hyperion DeFi, Hyunsu Jung, Schedule 13D, Beneficial Ownership, Common Stock, Restricted Stock Units, Market Capitalization, Executive Compensation, Investment, Corporate Governance, SEC Filing