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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):
May 21, 2026
Cypherpunk Technologies Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-37990 |
|
27-4412575 |
(State or Other Jurisdiction of Incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
47 Thorndike Street, Suite B1-1
Cambridge, MA 02141
(Address of Principal Executive Office) (Zip Code)
(617) 714-0360
(Registrant’s telephone
number, including area code)
N/A
(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(s) |
|
Name
of each exchange on which registered |
| Common Stock, par value $0.001 per share |
|
CYPH |
|
The 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 ¨
If 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 8.01 |
Other Information. |
As previously reported, on March 4, 2026,
Cypherpunk Technologies Inc. (the “Company”) received a notification letter (the “Closing Bid Price Deficiency Letter”)
from the Listing Qualifications staff of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, because the closing
bid price of the Company’s common stock had fallen below $1.00 per share for 30 consecutive business days, the Company no longer
met the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2). On May 21, 2026, the Company received a letter from
Nasdaq notifying the Company that it had regained compliance with Nasdaq Listing Rule 55520(a)(2), and the matter is now closed.
| 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
| 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.
| |
CYPHERPUNK TECHNOLOGIES INC. |
| |
|
| Date: May 26, 2026 |
/s/ Douglas E. Onsi |
| |
Douglas E. Onsi |
| |
President & CEO |