Four Cypherpunk (CYPH) directors set to retire at 2026 meeting

Rhea-AI Filing Summary

Cypherpunk Technologies Inc. reports that four long-serving directors plan to retire from its Board in connection with the 2026 Annual Meeting of Stockholders. On April 7, 2026, Dr. Christopher Mirabelli and Dr. Joseph Loscalzo submitted resignations effective immediately prior to the 2026 Annual Meeting and will not stand for re-election as Class III directors. On the same date, Dr. Richard Schilsky and Dr. James Cavanaugh notified the company of their intent to retire as Class I directors, also effective immediately prior to the 2026 Annual Meeting. The company states that none of these departures result from any disagreement regarding operations, policies, or practices, and the Board expresses appreciation for each director’s years of service.

Insights

Corporate governance analyst

Cypherpunk plans an orderly refresh of four Board seats with no stated disputes.

Cypherpunk Technologies Inc. discloses that four directors will retire effective immediately before the 2026 Annual Meeting of Stockholders. The departing directors span Class I and Class III seats, indicating a meaningful refresh of the Board’s composition in a single cycle.

The company explicitly notes that none of the departures arise from disagreements on operations, policies, or practices, framing this as a planned transition rather than a conflict-driven shake-up. Future proxy materials for the 2026 Annual Meeting will likely clarify the Board’s new composition and any incoming directors who will replace these retiring members.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Terms

Emerging growth company, Board of Directors, Annual Meeting of Stockholders, Nasdaq Capital Market, +2 more

6 terms

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Board of Directors financial

"members of the Board of Directors (the “Board”) of Cypherpunk Technologies Inc."

The Board of Directors is a group of people chosen by a company's owners to help make big decisions and oversee how the company is run. They act like a team of advisors or managers, making sure the company stays on track and meets its goals. Their choices can influence the company's success and how it grows.

Annual Meeting of Stockholders financial

"in connection with the Company’s 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”)"

Nasdaq Capital Market financial

"CYPH | | The Nasdaq Capital Market"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

Class I directors financial

"Dr. Schilsky’s and Dr. Cavanaugh’s terms as Class I directors"

Class I directors are the subset of a company’s board whose terms expire at a specific annual meeting under a staggered election system that divides directors into multiple groups with different re-election years. For investors this matters because staggered classes slow how quickly shareholders can replace the board, affecting takeover risk, governance change and the pace of corporate decisions — like rotating only part of a team instead of swapping everyone at once.

Class III director financial

"not to stand for re-election as a Class III director"

A Class III director is a board member placed in one of the numbered groups used by companies with a staggered (or “classified”) board; that director’s seat typically comes up for election in the third year of a three-year rotation. For investors this matters because staggered terms create continuity but also make it harder to replace the whole board quickly, affecting shareholder influence, takeover dynamics and how fast new strategy or accountability can be implemented — like replacing only some players on a sports team each season instead of the whole roster at once.

Understanding 8-K Material Events →

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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): April 7, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 7, 2026, Dr. Christopher Mirabelli and Dr. Joseph Loscalzo, members of the Board of Directors (the “Board”) of Cypherpunk Technologies Inc. (the “Company”), each notified the Company of his intent to retire as a member of the Board and not to stand for re-election as a Class III director in connection with the Company’s 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”), and, accordingly, submitted his resignation from the Board and from any and all committees of the Board, effective as of immediately prior to the 2026 Annual Meeting.

Also on April 7, 2026, Dr. Richard Schilsky and Dr. James Cavanaugh, members of the Board, each notified the Company of his intent to retire as a member of the Board, effective as of immediately prior to the time and date of the 2026 Annual Meeting. Accordingly, Dr. Schilsky’s and Dr. Cavanaugh’s terms as Class I directors and as members of certain committees of the Board will end upon each director’s respective retirement immediately prior to the 2026 Annual Meeting.

None of the departures from the Board described herein are due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

The Board thanks Dr. Cavanaugh, Dr. Loscalzo, Dr. Mirabelli and Dr. Schilsky for their years of service and valuable contributions to the Company.

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: April 10, 2026	/s/ Douglas E. Onsi
	Douglas E. Onsi
	President & CEO

FAQ

What did Cypherpunk Technologies (CYPH) announce about its Board of Directors?

Cypherpunk Technologies announced that four directors will retire from its Board effective immediately before the 2026 Annual Meeting of Stockholders. The company describes these changes as retirements, not departures driven by disputes, and thanks the directors for their years of service and contributions.

Which Cypherpunk Technologies (CYPH) directors are retiring before the 2026 Annual Meeting?

The retiring Cypherpunk directors are Dr. Christopher Mirabelli, Dr. Joseph Loscalzo, Dr. Richard Schilsky, and Dr. James Cavanaugh. Mirabelli and Loscalzo serve as Class III directors, while Schilsky and Cavanaugh serve as Class I directors on the company’s Board.

When will the Cypherpunk Technologies (CYPH) director retirements take effect?

All four Cypherpunk Technologies directors will retire effective immediately prior to the time and date of the company’s 2026 Annual Meeting of Stockholders. Their current Board and committee terms will end at that point, aligning the transition with the annual stockholder meeting.

Are Cypherpunk Technologies (CYPH) director departures due to disagreements with the company?

The company states that none of the four director departures are due to any disagreement regarding Cypherpunk’s operations, policies, or practices. The filing characterizes the moves as retirements, suggesting an orderly Board transition rather than conflict-driven resignations or governance disputes.

How are Cypherpunk Technologies (CYPH) Board classes affected by these retirements?

Two retiring directors, Dr. Mirabelli and Dr. Loscalzo, are Class III directors who will not stand for re-election. Two others, Dr. Schilsky and Dr. Cavanaugh, are Class I directors. Their terms and committee roles end immediately prior to the 2026 Annual Meeting.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB