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Hyperion DeFi, Inc. (HYPD) has set its virtual 2025 AGM for 18 Aug 25 and is asking shareholders to vote on nine proposals. Besides re-electing the five-member board and ratifying newly appointed auditor CBIZ CPAs (which replaced Marcum on 2 May 25 with no reported disagreements), investors will give an advisory say-on-pay and decide on several capital structure and governance changes.
Dilution is the central issue. Management seeks to double authorized common shares to 600 M and raise preferred authorization from 6 M to 60 M, even though only 5.6 M common are outstanding and about 50.4 M are already reserved for convertibles, warrants and equity plans. It also proposes adding 5.17 M shares to the 2018 Omnibus Stock Incentive Plan (total 5.61 M) and removing the $150 k annual limit on non-employee director equity, materially expanding share-based compensation capacity. A separate item would approve issuance of 394,236 shares tied to an inducement warrant.
Governance amendments include allowing shareholder action by written consent and authorizing adjournment if Proposals 4, 5 or 7 lack votes. The filing reminds investors that previous audits contained going-concern language and two material weaknesses remain under remediation. The board unanimously recommends voting FOR all proposals.
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