Form 8-K

8-K — HYPERION DEFI, INC.

Accession: 0001104659-26-081616

Filed: 2026-07-08

Period: 2026-07-07

CIK: 0001682639

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — tm2619949d1_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (tm2619949d1ex10-1.htm)

EX-10.2 — EXHIBIT 10.2 (tm2619949d1ex10-2.htm)

EX-10.3 — EXHIBIT 10.3 (tm2619949d1ex10-3.htm)

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8-K — FORM 8-K

8-K (Primary)

Filename: tm2619949d1_8k.htm · Sequence: 1

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0001682639

2026-07-07

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UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

Washington,

D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13

or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date

of earliest event reported): July 7, 2026

HYPERION DEFI, INC.

(Exact Name of Registrant

as Specified in its Charter)

Delaware

001-38365

47-1178401

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

3090 Nowitzki Way

Suite 300

Dallas, TX 75219

(Address of Principal Executive Offices, and Zip Code)

(833) 393-6684

Registrant’s Telephone Number, Including Area Code

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under

the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

(Title

of each class)

(Trading

Symbol)

(Name of each exchange on which registered)

Common stock, par value $0.0001 per share

HYPD

The Nasdaq Stock Market

(Nasdaq Capital Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR

§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging

growth company ¨

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective July 7, 2026, the Company entered into new employment

agreements with the following executive officers of the Company: Hyunsu Jung, the Company’s Chief Executive Officer and Chief

Investment Officer, David Knox, the Company’s Chief Financial Officer, and Robert Rubenstein, the Company’s General

Counsel. The changes are intended to ensure consistency in treatment among the individual executives and to conform with best

practices for executives in the Company’s industry.

The new employment agreement with Mr. Jung (the “Jung

Employment Agreement”) provides that if Mr. Jung’s employment is terminated by the Company other than for cause (as defined

in the Jung Employment Agreement), disability or death, or by Mr. Jung for good reason (as defined in the Jung Employment Agreement) and

such termination occurs within 12 months following a change in control (as defined in the Jung Employment Agreement), he will be eligible

to receive a payment equal to his target bonus for the year of termination (in addition to the severance benefits provided in his prior

employment agreement, which has been previously disclosed).

The new employment agreement with Mr. Knox (the “Knox

Employment Agreement”) and the new employment agreement with Mr. Rubenstein (the “Rubenstein Employment

Agreement”) provide that if the executive’s employment is terminated by the Company other than for cause (as defined in

the Knox Employment Agreement or the Rubenstein Employment Agreement, as applicable), disability, or death, or by the executive for

good reason (as defined in the Knox Employment Agreement or the Rubenstein Employment Agreement, as applicable), the executive will

be entitled to receive: (i) accrued obligations (as defined in the Knox Employment Agreement or the Rubenstein Employment Agreement,

as applicable); (ii) 12 months of his then-current annual base salary; (iii) continuation of up to 12 months of group health

insurance benefits; and (iv) if such termination occurs within 12 months following a change in control (as defined in the Knox

Employment Agreement or the Rubenstein Employment Agreement, as applicable), a payment equal to his target bonus for the year of

termination.

Additionally, the Jung Employment Agreement, Knox Employment Agreement

and Rubenstein Employment Agreement provide that in the event a change in control occurs while the executive remains employed by the Company,

any time- or service-based vesting conditions applicable to equity incentive awards held by the executive shall be deemed satisfied.

Under the Knox Employment Agreement and the Rubenstein Employment Agreement,

each of Mr. Knox and Mr. Rubenstein will be eligible to earn a cash bonus, subject to the achievement of performance goals and conditions

established by the Board or the compensation committee of the Board, in an amount up to 75% of base salary, in the case of Mr. Knox, or

up to 35% of base salary, in the case of Mr. Rubenstein.

Further, the Rubenstein Employment Agreement provides that Mr. Rubenstein’s

base salary will now be $325,000.

The

foregoing description of the new employment agreements does not purport to be complete and is

qualified in its entirety by the full text of each executive’s new employment agreement, copies of which are attached

as Exhibits 10.1, 10.2 and 10.3 to this Form 8-K and incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

10.1

Employment Agreement dated as of July 7, 2026, by and between Hyperion DeFi, Inc. and Hyunsu Jung

10.2

Employment Agreement dated as of July 7, 2026, by and between Hyperion DeFi, Inc. and David Knox

10.3

Employment Agreement dated as of July 7, 2026, by and between Hyperion DeFi, Inc. and Robert Rubenstein

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

HYPERION DEFI, INC.

Date: July 8, 2026

/s/ Hyunsu Jung

Hyunsu Jung

Chief Executive Officer

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2619949d1ex10-1.htm · Sequence: 2

Exhibit 10.1

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (the “Agreement”)

is entered as of July 7, 2026 (the “Effective Date”) by and between Hyperion DeFi, Inc., a Delaware

company (the “Company”), and Hyunsu Jung, an individual residing in Texas (“Executive”).

The Company and Executive are hereinafter collectively referred to as the “Parties,” and individually a “Party.”

1. Position,

Duties, Responsibilities.

(a) Position

and Location. Executive shall continue to render services to the Company in the positions of Chief Executive Officer (the “CEO”)

and Chief Investment Officer (the “CIO”), reporting to the Board of Directors of the Company (the “Board”),

and shall perform all services appropriate to such positions for an organization the size of the Company that is engaged in the type of

business engaged by the Company, as well as such other services of a nature customary to the positions of CEO and CIO, as

may be assigned by the Board. Executive shall devote the Executive’s best efforts to the performance of the Executive’s duties

and must at all times act in good faith towards the Company. Executive’s office will be located in the State of Texas. Additionally,

Executive shall travel, from time to time, as Company business dictates without additional remuneration but subject to the reimbursement

of business expenses, as set forth in Section 3(e) below. In addition, Executive shall continue as a member of the Board, to

serve in accordance with the Company’s bylaws and until his death, resignation or removal. Upon the termination of this Agreement

for any reason, Executive shall offer to step down from the Board.

(b) Other

Activities. Except upon the prior written consent of the Board, Executive will not: (i) accept any other full-time or part-time

employment or engagement, (ii) engage, directly or indirectly, in any other business activity (whether or not pursued for pecuniary

advantage) that is or may be in conflict with, or that might place Executive in a conflicting position to that of the Company, or prevent

Executive from devoting such time as necessary to fulfill the Executive’s responsibilities under this Agreement, (iii) sell,

market or represent any product or service other than the Company’s products or services, or (iv) serve on any other board

of directors for any other company (other than the Company), provided that the Board’s written consent will not be unreasonably

withheld.

of Time and Energies. Except as set forth in Section 1(b), Executive will devote all of the Executive’s working time and

attention to the performance of the Executive’s duties under this Agreement.

2. Term.

(a) Term.

Subject to the terms hereof, Executive’s employment as CEO and CIO hereunder shall continue until terminated hereunder by either

Executive or Company as described herein.

(b) Termination.

Notwithstanding anything else contained in this Agreement, Executive’s employment hereunder shall terminate upon the earliest to

occur of the following:

(1) On

June 17, 2029, unless a mutual agreement between the Executive and the Company is made to continue this employment arrangement.

(2) Death.

In the event of Executive’s death, Executive’s employment shall immediately conclude.

(3) Disability.

In the event of Executive’s Disability (as defined in Section 2(c) below), Executive’s employment shall conclude

upon written notice by Company to Executive that Executive’s employment is being terminated as a result of Executive’s Disability,

which termination shall be effective on the date of such notice or such later date as specified in writing by Company.

(4) Termination

by Company.

(i) For

Cause. The Company may terminate the Executive’s employment under this Agreement for Cause (as defined in Section 2(d)),

upon written notice by Company to Executive that Executive’s employment is being terminated for Cause and that sets forth the factual

basis supporting the alleged Cause, which termination shall be effective on the later of the date of such notice or such later date as

specified in writing by Company; or

(ii) Without

Cause. If by Company for reasons other than Disability or Cause, upon written notice by Company to Executive that Executive’s

employment is being terminated, which termination shall be effective on the date of such notice or such later date as specified in writing

by Company.

(5) Termination

by the Executive. Executive may terminate Executive’s employment with the Company under the following conditions:

(i) Termination

by Executive for Good Reason. If for Good Reason (as defined in Section 2(e) below), upon written notice by Executive to

Company that Executive is terminating Executive’s employment for Good Reason and that sets forth the factual basis supporting the

alleged Good Reason, which termination shall be effective five (5) days after the date that the Company’s cure period ends,

as set forth in Section 2(e) below; provided that if Company has cured the circumstances giving rise to the Good Reason, then

such termination shall not be effective; or

(ii) Termination

by Executive without Good Reason. If without Good Reason, written notice by Executive to Company that Executive is terminating Executive’s

employment, which termination shall be effective at least thirty (30) days after the date of such notice; provided that Company may unilaterally

accelerate the date of termination and such acceleration shall not result in a termination by the Company for purposes of this Agreement.

of Disability. “Disability” shall mean the inability of the Executive to perform the Executive’s duties under

this Agreement because the Executive has become permanently disabled within the meaning of any policy of disability income insurance covering

employees of the Company then in force. In the event the Company has no policy of disability income insurance covering employees of the

Company in force when the Executive becomes disabled, the term Disability shall mean the inability of the Executive to perform the Executive’s

duties under this Agreement by reason of any incapacity, physical or mental, which the Board, based upon medical advice or an opinion

provided by a licensed physician acceptable to the Board, determines to have incapacitated the Executive from satisfactorily performing

all of the Executive’s usual services for the Company for a period of at least one hundred twenty (120) consecutive days during

any twelve (12) month period. Based upon such medical advice or opinion, the determination of the Board shall be final and binding and

the date such determination is made shall be the date of such Disability for purposes of this Agreement.

(d) Definition

of Cause. “Cause” shall mean: (i) Executive’s engagement in illegal conduct, gross misconduct or gross

negligence, which, in each case, is materially injurious to Company; (ii) Executive’s gross insubordination with regard to

a lawful and reasonable directive by the Board, or material malfeasance or nonfeasance of duty with respect to his duties and responsibilities

to the Company, provided that Cause shall not include nonfeasance due to Executive’s Disability; (iii) Executive’s embezzlement,

knowing misappropriation of funds, or fraud, in each case with respect to the Company or otherwise in his capacity as an employee or Board

member of the Company; (iv) Executive’s indictment for, conviction of, or entry of a plea of guilty or nolo contendere to,

a felony or any other crime involving fraud, dishonesty, theft, or moral turpitude; (v) Executive’s material breach of the

Confidentiality Agreement (as defined below), or similar agreement between Executive and Company; or (vi) Executive’s material

breach of any written employment agreement between Executive and Company or violation of a material provision of any Company employment

policy; provided that if the circumstance(s) in subsection (ii), (v) or (vi) is (or are) capable of being cured, Company

has first provided Executive with written notice setting forth in reasonable detail the circumstance(s) that Company alleges constitute(s) “Cause”

and Executive has failed to cure such circumstance(s) within a period of thirty (30) days after the date of receipt of such written

notice.

(e) Definition

of Good Reason. “Good Reason” means the existence of any one or more of the following conditions without the Executive’s

consent, provided Executive submits written notice to the Company within forty-five (45) days of when such condition(s) first arose

specifying the condition(s): (i) a material adverse change in his title or reporting relationships; (ii) change in his position

with the Company which materially reduces his authority, duties or responsibilities, or the assignment to the Executive of duties materially

inconsistent with the Executive’s position with the Company; (iii) a material reduction in the Executive’s then current

Base Salary; or (iv) a material breach by the Company of this Agreement; provided that within forty-five (45) days of the Company’s

act or omission giving rise to a termination for Good Reason, the Executive notifies the Company in a writing of the act or omission,

the Company fails to correct the act or omission within thirty (30) days after receiving the Executive’s written notice and the

Executive actually terminates his employment within five (5) days after the date the Company’s cure period ends.

3. Compensation.

In consideration of the services to be rendered under this Agreement, Executive shall be entitled to the following:

(a) Base

Salary. The Company shall pay to Executive an annual salary of five hundred twenty thousand dollars ($520,000.00), less all applicable

withholdings, which shall be payable in accordance with the Company’s payroll practices (the “Base Salary”),

and which may be adjusted from time to time by approval of the Board.

(b) Equity.

Executive shall be eligible for equity awards as determined by the Board from time to time in its sole discretion, and subject to the

terms of the plan document and Executive entering into any award agreements. Any awards shall be subject to vesting and other conditions

required by the applicable plan document or award agreement and/or as determined by the Company in its sole discretion, subject to Section 5

below. Except as provided in Section 5 below, nothing in this Agreement shall amend the terms of any equity incentive awards the

Executive holds as of the Effective Date. Any sales of shares of common stock, $0.01 par value per share, held by Executive shall be made

pursuant to a trading plan meeting the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, unless

otherwise agreed in writing between Executive and the Board.

Bonus. Each calendar year, Executive will be eligible to earn a cash bonus (the “Annual Bonus”) in an amount up

to the Target Bonus (defined below), subject to the achievement of performance goals and conditions established by the Board, or the compensation

committee thereof. Any Annual Bonus will be paid no later than March 15th of the calendar year following the calendar year to which

it relates. Executive must be employed through the end of the calendar year to which an Annual Bonus relates in order to receive any Annual

Bonus. “Target Bonus” means (i) for calendar year 2026, 100% of Executive’s Base Salary, and (ii) for

calendar years after 2026, a percentage of Executive’s then-current Base Salary as may be determined by the Board, or the compensation

committee thereof, in its sole discretion (which percentage may be lower than 100%). The Board, or the compensation committee thereof,

shall determine, in its sole discretion, whether Executive has satisfied the performance goals and conditions for the Annual Bonus and

the amount of the Annual Bonus to be paid based on satisfaction of such performance goals and conditions.

(d) Employee

Benefits and Vacation. While Executive is employed by the Company hereunder, Executive shall be entitled to participate in all employee

benefit plans to the extent that Executive meets the eligibility requirements for each individual plan or program, including but not limited

to participation in the Company’s health, dental, and vision insurance plans. Such benefits are subject to change from time to time

in accordance with the Company’s plans. Executive shall be entitled to be paid for state and federal holidays recognized by the

Company, and shall be entitled to paid time off in accordance with Company policy.

(e) Reimbursement

of Expenses. Executive shall be reimbursed for all ordinary and reasonable out-of-pocket business expenses incurred by Executive in

furtherance of Company’s business in accordance with Company’s policies with respect thereto as in effect from time to time,

upon presentation of documentation regarding such expenses. Executive must submit any request for reimbursement no later than ninety (90)

days following the date that such business expense is incurred. If a business expense reimbursement is not exempt from Section 409A

of the Internal Revenue Code of 1986, as amended (“Section 409A”), any reimbursement in one calendar year shall

not affect the amount that may be reimbursed in any other calendar year and a reimbursement (or right thereto) may not be exchanged or

liquidated for another benefit or payment. Any business expense reimbursements subject to Section 409A shall be made no later than

the end of the calendar year following the calendar year in which Executive incurs such business expense.

4. Payments

upon Termination.

(a) Definition

of Accrued Obligations. For purposes of this Agreement, “Accrued Obligations” means: (i) the portion of Executive’s

Base Salary that has accrued prior to any termination of Executive’s employment with Company and has not yet been paid, (ii) the

amount of any unpaid Annual Bonus earned with respect to the calendar year prior to the calendar year of any termination of Executive’s

employment with Company, provided that Executive was employed on the last day of the calendar year to which the Annual Bonus relates,

and (iii) the amount of any business expenses properly incurred by Executive on behalf of Company prior to any such termination and

not yet reimbursed. Executive’s entitlement to any other compensation or benefit under any plan of Company shall be governed by

and determined in accordance with the terms of such plans.

(b) Termination

by Company for Cause; by Executive without Good Reason; or as a Result of Executive’s Disability or Death. If Executive’s

employment hereunder is terminated by Company for Cause, by Executive without Good Reason, or as a result of Executive’s Disability

or death, then Company shall pay the Accrued Obligations to Executive promptly following the effective date of such termination and Executive

shall not be eligible for payments or benefits described in Section 4(c) below.

by Company without Cause or by Executive for Good Reason. In the event that Executive’s employment is terminated by action of

Company other than for Cause, Disability, or death, or is terminated by the Executive for Good Reason, then, in addition to the Accrued

Obligations, Executive shall receive the following, subject to the terms and conditions of Section 4(d) below:

(1) Severance

Payment. Payment in an amount equal to the Executive’s then-existing Base Salary for a twelve (12) month period (the “Severance

Payment”), less customary and required taxes and employment-related deductions, paid in one lump sum amount on the first payroll

date following the date on which the separation agreement under Section 4(d) below becomes effective and non-revocable; provided

that such Severance Payment shall be made within sixty (60) days following the effective date of termination from employment, and further

provided that if the 60th day falls in the calendar year following the year during which the termination or separation from service occurred,

then the Severance Payment shall be made in such subsequent calendar year.

(2) Benefits.

Upon completion of appropriate forms and subject to applicable terms and conditions under the Consolidated Omnibus Budget Reconciliation

Act of 1985, as amended (“COBRA”), Company shall continue to provide Executive health insurance coverage at no cost

to Executive, until the earliest to occur of (a) twelve (12) months following Executive’s termination date, (b) the date

Executive elects to participate in the group health plan of another employer, or (c) the end of Executive’s eligibility under

COBRA for continuation coverage. Notwithstanding the foregoing, if the Company determines at any time that its payments pursuant to this

paragraph or the benefits under the Company’s health plan may be taxable income to Executive, or such payments may otherwise result

in a violation of applicable nondiscrimination requirements, it may convert such payments to payroll payments directly to Executive on

the Company’s regular payroll dates, which shall be subject to tax-related deductions and withholdings. Subject to the Company’s

obligation under COBRA to provide timely notice, Executive shall bear responsibility for applying for COBRA continuation coverage.

(3) In

the event that Executive’s employment is terminated by action of Company other than for Cause, Disability, or death, or is terminated

by the Executive for Good Reason within the Change-in-Control Period, then, in addition to the payments and benefits described in Section 4(c)(1) and

(2) above, Executive shall receive Executive’s Target Bonus for the year of termination, less customary and required taxes

and employment-related deductions, payable at the same time as the Severance Payment.

(d) Execution

of Separation Agreement. Notwithstanding any provisions in this Agreement to the contrary, Company shall not be obligated to pay Executive

severance payments or benefits described in this Section 4 unless Executive has timely executed (without revocation) a separation

agreement, which shall include a standard release of claims and covenants no more restrictive than the restrictive covenants provided

in the Confidentiality Agreement (the “Separation Agreement”); provided that the Separation Agreement may include a

provision to reasonably cooperate on litigation matters and/or a mutual non-disparagement provision; provided further that the Separation

Agreement shall be provided to Executive within ten (10) days following separation from service. The Company shall not be obligated

to pay Executive severance payments or benefits described in this Section 4 unless Executive has executed the Separation Agreement

and returned it to the Company and the release has become effective within sixty (60) days following Executive’s separation from

service.

5. Treatment

of Equity upon a Change in Control. In the event of a Change in Control while Executive remains employed by the Company, any time-

or service-based vesting conditions applicable to equity incentive awards held by the Executive shall be deemed to be satisfied (including,

for the avoidance of doubt, any time- or service-based vesting conditions that apply following achievement of a performance metric). Any

performance-based vesting conditions shall continue to be determined in accordance with the applicable award agreement.

6. Confidentiality

Agreement. In light of the competitive and proprietary aspects of the business of Company, and as a condition of employment hereunder,

Executive agrees to abide by the confidentiality agreement executed by Executive on June 15, 2025 (the “Confidentiality

Agreement”), attached hereto as Exhibit A.

7. Certain

Definitions.

(a) Definition

of Change in Control. “Change in Control” means any of the following:

(1) a

transaction or series of related transactions in which any person (within the meaning of section 13(d)(3) or 14(d)(2) of the

Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than any person who prior to such transaction

or series of related transactions owns more than a majority of the Company’s voting securities, becomes the beneficial owner (within

the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% of the combined voting power of the then outstanding

voting securities of the Company; unless the stockholders of the Company immediately before such transaction or series of related transactions

own, directly or indirectly, a majority of the combined voting power of the outstanding voting securities of the corporation or other

entity resulting from such transaction or series of related transactions;

(2) a

consolidation or merger of the Company with or into another entity or a similar transaction involving the Company, unless the stockholders

of the Company immediately before such consolidation, merger, or other transaction own, directly or indirectly, a majority of the combined

voting power of the outstanding voting securities of the corporation or other entity resulting from such consolidation or merger;

(3) individuals

who are members of the Board on the Effective Date (the “Incumbent Board”) ceasing for any reason to constitute at

least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for election) of any

new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member

shall, for purposes of this Section 7(a)(3), be considered as a member of the Incumbent Board;

(4) the

sale, lease, exclusive license, or other disposition of all or substantially all of the consolidated assets of the Company, other than

to an entity of which the stockholders of the Company immediately before such sale, lease, exclusive license, or other disposition own,

directly or indirectly, a majority of the combined voting power of the outstanding voting securities in substantially the same proportions

as their ownership of the outstanding voting securities of the Company immediately prior to such sale, lease, license, or other disposition;

(5) the

liquidation, dissolution, or winding up of the Company.

For the avoidance of doubt, a transaction will

not constitute a Change in Control if its sole purpose is to (x) change the jurisdiction of the Company’s incorporation, or

(y) create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s

securities immediately before such transaction.

Notwithstanding the foregoing, to the extent necessary

to avoid a violation of Section 409A, a transaction shall be a Change in Control for purposes of this Agreement only if such transaction

is a change in ownership or effective control, or change in the ownership of a substantial portion of the assets of a corporation, as

defined in Treas. Reg. § 1.409A-3(i)(5).

(b) Definition

of Change-in-Control Period. “Change-in-Control Period” means the period beginning on the date of a Change in Control

and ending on the twelve (12) month anniversary of such Change in Control.

8. Return

of Property and Records. Upon the termination of Executive’s employment hereunder, or if Company otherwise requests at any time,

Executive shall: (a) return to Company all tangible business information and copies thereof (regardless how such Confidential Information

or copies are maintained), and (b) deliver to Company any property of Company which may be in Executive’s possession, including,

but not limited to, cell phones, smart phones, laptops, products, materials, memoranda, notes, records, reports or other documents or

photocopies of the same.

9. Taxation.

(a) The

intent of the parties is that payments and benefits under this Agreement comply with or otherwise be exempt from Section 409A and,

accordingly, to the maximum extent permitted, this Agreement will be interpreted to be either exempt from or in compliance therewith,

so that it shall not cause adverse tax consequences for Executive with respect to Section 409A, and any successor statute, regulation

and guidance thereto.

(b) Executive

acknowledges and agrees that Company does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising

under this Agreement, including but not limited to consequences related to Section 409A.

the event that the payments or benefits set forth in Section 4 of this Agreement constitute “non-qualified deferred compensation”

subject to Section 409A, then the following conditions apply to such payments or benefits: (i) any termination of Executive’s

employment triggering payment of benefits under Section 4 of this Agreement must constitute a “separation from service”

under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence;

to the extent that the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of

the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive

to Company at the time Executive’s employment terminates), any such payments under Section 4 of this Agreement that constitute

deferred compensation under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of

service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h); for purposes of clarification, this Section 9(c) shall

not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from

service” occurs; and (ii) notwithstanding any other provision with respect to the timing of payments under Section 4 of

this Agreement if, at the time of Executive’s termination, Executive is deemed to be a “specified employee” of Company

(within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary to comply with the requirements

of Section 409A, any payments to which Executive may become entitled under Section 4 of this Agreement which are subject to

Section 409A (and not otherwise exempt from its application) shall be delayed until the first (1st) business day of the seventh (7th)

month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the

accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4 of this Agreement.

(d) It

is intended that each installment of the payments and benefits provided under Section 4 of this Agreement shall be treated as a separate

“payment” for purposes of Section 409A. Neither Company nor Executive shall have the right to accelerate or defer the

delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. Notwithstanding

any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered in a manner that

avoids the inclusion of compensation in income under Section 409A, or the payment of increased taxes, excise taxes or other penalties

under Section 409A. The parties intend this Agreement to be in compliance with Section 409A.

(e) All

reimbursements that would be considered nonqualified deferred compensation under Section 409A and provided under this Agreement shall

be made or provided in accordance with the requirements of Section 409A including, where applicable, the requirement that: (i) any

reimbursement is for expenses incurred during Executive’s lifetime (or during a shorter period of time specified in this Agreement);

(ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement

in any other calendar year; (iii) the reimbursement of an eligible expense shall be made no later than the last day of the calendar

year following the year in which the expense is incurred; and (iv) the right to reimbursement or in kind benefits is not subject

to liquidation or exchange for another benefit.

(f) In

the event that any severance payment or other benefit provided for in this Agreement or otherwise payable to Executive (for purposes of

this Section 9(f), a “Payment”) would: (i) constitute a “parachute payment” within the meaning of Section 280G

of the Code; and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise

Tax”), then such Payment shall be either: (A) the full amount of such Payment; or (B) such lesser amount as would

result in no portion of the Payment being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable

federal, state and local employment taxes, income taxes and the Excise Tax, results in Executive’s receipt, on an after-tax basis,

of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. With respect

to subsection (B), if there is more than one method of reducing the payment as would result in no portion of the Payment being subject

to the Excise Tax, then, to the extent permitted by Section 409A, Executive shall determine which method shall be followed, provided

that if Executive fails to make such determination within thirty (30) days after the Company has sent Executive written notice of the

need for such reduction, Company may determine the amount of such reduction in its sole discretion.

10. Miscellaneous.

(a) Arbitration.

Disputes arising out of this Agreement shall be subject to the Mutual Arbitration Agreement with the Company executed by Executive on

June 17, 2025, attached hereto as Exhibit B.

(b) Entire

Agreement. This Agreement and Exhibits attached hereto are intended to be the final, complete, and exclusive statement of the terms

of Executive’s employment by the Company. This Agreement supersedes all other prior and contemporaneous agreements, including the

previous employment agreement between the Parties dated January 1, 2026, and related amendments, and statements pertaining in any

manner to the employment of Executive and it may not be contradicted by evidence of any prior or contemporaneous statements or agreements.

Executive acknowledges that he does not rely upon any representations, oral or written, concerning the terms of his employment by the

Company. To the extent that the practices, policies, or procedures of the Company, now or in the future, apply to Executive and are inconsistent

with the terms of this Agreement, the provisions of this Agreement shall control.

Waivers. This Agreement may only be modified by an instrument in writing, signed by Executive and by a duly authorized representative

of the Company other than Executive. No failure to exercise and no delay in exercising any right, remedy, or power under this Agreement

shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, or power under this Agreement preclude

any other or further exercise thereof, or the exercise of any other right, remedy, or power provided herein or by law or in equity.

(d) Assignment;

Successors and Assigns. Executive agrees that the Executive will not assign, sell, transfer, delegate or otherwise dispose of, whether

voluntarily or involuntarily, or by operation of law, any rights, or obligations under this Agreement, nor shall Executive’s rights

be subject to encumbrance or the claims of creditors. Any purported assignment, transfer, or delegation by Executive shall be null and

void. Nothing in this Agreement shall prevent the consolidation of the Company with, or its merger into, any other corporation or entity,

or the sale by the Company of all or substantially all of its properties or assets, or the assignment by the Company of this Agreement

and the performance of its obligations hereunder to any successor in interest, provided specifically that the Company may at any time

(upon written notice to Executive) assign all of its rights and obligations hereunder (including but not limited to the right to receive

Executive’s services as provided hereunder) to a third party purchaser. Subject to the foregoing, this Agreement shall be binding

upon and shall inure to the benefit of the parties and their respective heirs, legal representatives, successors, and permitted assigns,

and shall not benefit any person or entity other than those enumerated above.

(e) Notices.

All notices and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been

duly given (i) upon receipt, if delivered personally or via courier, (ii) upon confirmation of receipt, if given by electronic

mail, and (iii) on the third business day following mailing, if mailed first class, postage prepaid, registered, or certified mail

from a United States address as follows or at such other address as each party hereafter designates:

to the Company at:

295 Madison Avenue, Suite 2400

New York, NY 10017

and to Executive at:

Hyunsu Jung

[Address Redacted]

(f) Severability;

Enforcement. If any provision of this Agreement, or its application to any person, place, or circumstance, is held by an arbitrator

to be invalid, unenforceable, or void, such provision shall be enforced (by blue penciling or otherwise) to the greatest extent permitted

by law, and the remainder of this Agreement and such provision as applied to other persons, places, and circumstances shall remain in

full force and effect.

(g) Governing

Law. This Agreement and the rights and obligations of the Company and Executive hereunder shall be determined under, governed by,

and construed in accordance with the laws of the state of Delaware.

(h) Executive

Acknowledgment. Executive acknowledges (i) that Executive has consulted with independent counsel of Executive’s own choice

concerning this Agreement and (ii) that Executive has read and understands this Agreement, is fully aware of its legal effect, and

has entered into it freely based on Executive’s own judgment.

(i) Counterparts.

This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an

original, but all such counterparts shall together constitute one and the same instrument. Delivery of an executed counterpart of the

signature page to this Agreement by facsimile shall be as effective as delivery of a manually executed counterpart of this Agreement;

provided, however, that any party so delivering an executed counterpart by facsimile shall thereafter promptly deliver a manually executed

counterpart of this Agreement to the other parties, but failure to deliver such manually executed counterpart shall not affect the validity,

enforceability and binding effect of this Agreement.

[Signature Page Follows.]

IN WITNESS WHEREOF, Executive and the Company,

by its duly authorized agent, have each placed their signatures below.

Hyperion DeFi, Inc.

/s/ Dr. Ellen

Strahlman

Dr. Ellen Strahlman

Chair, Compensation Committee of the Board of

Directors

Executive

/s/

Hyunsu Jung

EXHIBIT A

CONFIDENTIALITY AGREEMENT

A-1

EXHIBIT B

MUTUAL ARBITRATION AGREEMENT

B-1

EX-10.2 — EXHIBIT 10.2

EX-10.2

Filename: tm2619949d1ex10-2.htm · Sequence: 3

Exhibit 10.2

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (the “Agreement”)

is entered as of July 7, 2026 (the “Effective Date”) by and between Hyperion DeFi, Inc., a Delaware

company (the “Company”), and David Knox, an individual residing in the State of New York (“Executive”).

The Company and Executive are hereinafter collectively referred to as the “Parties,” and individually a “Party.”

AGREEMENT

1. Position,

Duties, Responsibilities.

(a) Position

and Location. Executive shall continue to render services to the Company in the position of Chief Financial Officer (the “CFO”)

reporting to the Chief Executive Officer and Chief Investment Officer of the Company (the “CEO/CIO”), or to such other

officers as may be designated from time to time by the Board of Directors of the Company (the “Board”), and shall perform

all services appropriate to that position for an organization the size of the Company that is engaged in the type of business engaged

by the Company, as well as such other services of a nature customary to the position of CFO, as may be assigned by the Board. Executive

shall devote the Executive’s best efforts to the performance of the Executive’s duties and must at all times act in good faith

towards the Company. Executive’s office will be located in New York City, New York, but Executive shall travel, from time to time,

as Company business dictates without additional remuneration but subject to the reimbursement of business expenses, as set forth in Section 3(e) below.

Executive shall have the primary responsibility

for managing the financial operations of the Company as directed by the CEO/CIO from time to time, or by such other officers as may be

designated from time to time by the Board, consistent with the Executive’s position as CFO. For the avoidance of doubt, Executive’s

duties shall include the authority to direct and oversee the financial management of the Company, including the supervision of accounting,

audit, and financial reporting functions, as the authorized financial officer on behalf of the Company, subject to the internal control

and oversight requirements of a public company. Any failure by the Company to facilitate such authority shall be considered a breach of

this Agreement.

(b) Other

Activities. Except upon the prior written consent of the Board, Executive will not: (i) accept any other full-time or part-time

employment or engagement, (ii) engage, directly or indirectly, in any other business activity (whether or not pursued for pecuniary

advantage) that is or may be in conflict with, or that might place Executive in a conflicting position to that of the Company, or prevent

Executive from devoting such time as necessary to fulfill the Executive’s responsibilities under this Agreement, (iii) sell,

market or represent any product or service other than the Company’s products or services, or (iv) serve on any other board

of directors for any other company (other than the Company), provided that the Board’s written consent will not be unreasonably

withheld.

of Time and Energies. Except as set forth in Section 1(b), Executive will devote all of the Executive’s working time and

attention to the performance of the Executive’s duties under this Agreement.

2. Term.

(a) Term.

Subject to the terms hereof, Executive’s employment as CFO shall continue until terminated hereunder by either Executive or Company

as described herein. Such term of employment shall be referred to herein as the “Term.”

(b) Termination.

Notwithstanding anything else contained in this Agreement, Executive’s employment hereunder shall terminate upon the earliest to

occur of the following:

(1) Death.

In the event of Executive’s death, Executive’s employment shall immediately conclude.

(2) Disability.

In the event of Executive’s Disability (as defined in Section 2(c) below), Executive’s employment shall conclude

upon written notice by Company to Executive that Executive’s employment is being terminated as a result of Executive’s Disability,

which termination shall be effective on the date of such notice or such later date as specified in writing by Company.

(3) Termination

by Company.

i. For

Cause. The Company may terminate the Executive’s employment under this Agreement for Cause (as defined in Section 2(d)),

upon written notice by Company to Executive that Executive’s employment is being terminated for Cause and that sets forth the factual

basis supporting the alleged Cause, which termination shall be effective on the later of the date of such notice or such later date as

specified in writing by Company; or

ii. Without

Cause. If by Company for reasons other than Disability or Cause, upon written notice by Company to Executive that Executive’s

employment is being terminated, which termination shall be effective on the date of such notice or such later date as specified in writing

by Company.

(4) Termination

by the Executive. Executive may terminate Executive’s employment with the Company under the following conditions:

i. Termination

by Executive for Good Reason. If for Good Reason (as defined in Section 2(e) below), upon written notice by Executive to

Company that Executive is terminating Executive’s employment for Good Reason and that sets forth the factual basis supporting the

alleged Good Reason, which termination shall be effective five (5) days after the date that the Company’s cure period ends,

as set forth in Section 2(e) below; provided that if Company has cured the circumstances giving rise to the Good Reason, then

such termination shall not be effective; or

ii. Termination