Cypherpunk Technologies Inc SEC Filings

Cypherpunk Technologies Inc. (CYPH) insiders reported an internal transfer of derivative securities. Winklevoss-affiliated entities filed a Form 4 showing an assignment of warrants5,616,906 shares of common stock. The warrants are exercisable immediately and expire on 10/08/2035, with an exercise price of $0.5335 per share.

Following the transaction, the reporting persons indirectly beneficially own 57,182,378 warrants through Winklevoss Treasury Investments, LLC. Warrant exercises are limited so that the reporting group’s beneficial ownership does not exceed 19.99% of Cypherpunk’s outstanding common stock after any exercise.

CYPHERPUNK TECHNOLOGIES INC. insider Winklevoss-affiliated entities filed an initial Form 3 reporting significant ownership in CYPH. The filing shows indirect beneficial ownership of 8,283,761 shares of common stock held through Winklevoss Treasury Investments, LLC. It also reports a Pre-Funded Warrant exercisable for 75,448,618 shares of common stock at an exercise price of $0.001 per share, with no expiration date, and an additional Warrant for 62,799,284 shares at an exercise price of $0.5335 per share expiring on 10/08/2035.

Both the Pre-Funded Warrants and the Warrants are immediately exercisable but include a 19.99% beneficial ownership limitation, preventing exercises that would cause the reporting group and its affiliates to exceed 19.99% of CYPHERPUNK’s outstanding common stock after any exercise.

Cypherpunk Technologies Inc. (f/k/a Leap Therapeutics) disclosed the initial beneficial ownership of securities by William McEvoy, who is a director, Chief Investment Officer and a 10% owner through affiliated Winklevoss-related entities. As of the reported event on 11/11/2025, he indirectly reports 8,283,761 common shares held by Winklevoss Treasury Investments and related entities.

Those entities also hold 75,448,618 pre-funded warrants, each exercisable for one common share at an exercise price of $0.001 per share, and 57,182,378 common warrants, each exercisable for one common share at an exercise price of $0.5335 per share, all acquired in an October 2025 private placement. Both warrant series are subject to a 19.99% beneficial ownership limitation, which restricts exercises that would take the holders above that ownership threshold after the private placement.

Cypherpunk Technologies Inc. has entered into a Waiver and Modification Agreement with Winklevoss Treasury Investments, LLC that changes how a large warrant can be used. Winklevoss Capital has waived the covenant requiring the company to reserve 57,182,378 shares of common stock solely for warrant exercise, allowing those shares to be available for potential offer, issue and sale under Cypherpunk’s previously announced at-the-market equity program of up to $200 million. In return, Winklevoss Capital cannot exercise the warrant for these 57,182,378 Restricted Warrant Shares until the fifth trading day after the earlier of the company increasing its authorized common stock to at least 490,000,000 shares or completing a reverse stock split of at least 1-for-5. The remaining warrant shares not designated as Restricted Warrant Shares are unaffected.

Cypherpunk Technologies Inc. (CYPH) director reported significant indirect share sales by affiliated investment entities. On November 17, 2025, HCV VIII Liquidating Trust sold 261,840 shares of common stock at a weighted average price of $3.14 per share, with individual trades ranging from $2.40 to $3.40, as part of its wind up and liquidation. On the same date, HealthCare Ventures IX, L.P. sold 414,479 shares at a weighted average price of $3.14 per share within the same price range, also tied to its liquidation.

Following these transactions, the reporting person is shown as indirectly beneficially owning 416,616 shares through related entities and 2,136 shares through Nine Capital Partners, plus 20,914 shares held directly. The filing notes that beneficial ownership of the fund and trust shares is disclaimed except for the reporter’s proportionate economic interest.

Cypherpunk Technologies Inc. director and reporting person filed a Form 4 after a significant share sale tied to a liquidating trust. On November 17, 2025, HCV VIII Liquidating Trust sold 261,840 shares of Cypherpunk common stock as part of the wind up and liquidation of that entity. The weighted average sale price was $3.14 per share, with individual trades reportedly occurring between $2.40 and $3.40 per share. Following the transaction, the reporting person shows 0 shares beneficially owned, held indirectly. The reporting person is a beneficiary of the HCV Liquidating Trust and may have been deemed to beneficially own the shares sold, but expressly disclaims beneficial ownership except for any proportionate pecuniary interest.

Cypherpunk Technologies Inc. director and senior officer Douglas E. Onsi filed a Form 4 reporting indirect sales of the company’s common stock on November 17, 2025. A liquidating trust, HCV VIII Liquidating Trust, sold 261,840 shares of common stock at a weighted average price of $3.14 per share, with individual trades ranging from $2.40 to $3.40, as part of its wind up and liquidation. On the same date, HealthCare Ventures IX, L.P. sold 414,479 shares of common stock at a weighted average price of $3.14 per share, also in connection with its wind up and liquidation, with trades in the same $2.40 to $3.40 range.

Following these transactions, Douglas E. Onsi reports 106,146 shares held directly, and indirect beneficial ownership of 416,616 shares and 2,136 shares through affiliated entities. He may be deemed to beneficially own the shares held or sold by these entities but disclaims beneficial ownership except to the extent of his proportionate pecuniary interest.