Cypherpunk names Fabiano director, mines 3,023 ZEC

Cypherpunk adds an experienced digital asset mining operator to its board and details early Zcash mining output added to its treasury.

Rhea-AI Filing Summary

Cypherpunk Technologies Inc. (CYPH) reported that its board appointed Amanda Fabiano as a Class III director effective September 22, 2026, with a term running until the 2029 annual meeting, and entered into a standard director and officer indemnification agreement with her.

Fabiano, a veteran digital asset mining executive who serves as COO of Nakamoto Inc. and an independent director of TeraWulf Inc., will receive compensation consistent with other non-employee directors plus 250,000 restricted stock units, split into a 150,000-share initial grant vesting annually over three years and an annual grant vesting at the 2027 annual meeting. Cypherpunk highlighted its Zcash-focused infrastructure strategy, noting that its recently launched Cypherpunk Mining fleet has approximately 4.2 GSol/s of Zcash hashrate deployed across the United States and generated 3,023.13 ZEC in mining rewards from August 18 to August 31, 2026, all of which were added to the corporate treasury.

8-K Event Classification

3 items: 5.02, 7.01, 9.01

3 items

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.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

RSU awards to new director: 250,000 shares Initial Grant RSUs: 150,000 shares Vesting period for Initial Grant: 3 years +5 more

8 metrics

RSU awards to new director 250,000 shares Restricted stock units granted to Amanda Fabiano upon joining the board

Initial Grant RSUs 150,000 shares Initial RSU grant to Amanda Fabiano, vesting annually over 3 years

Vesting period for Initial Grant 3 years Initial Grant RSUs vest and settle in annual increments over a 3-year period

Annual Grant vesting date June 2027 Annual Grant RSUs vest and settle at the time of the 2027 Annual Meeting of Stockholders

Zcash hashrate deployed 4.2 GSol/s Approximate Zcash hashrate of Cypherpunk Mining’s fleet deployed in the United States

ZEC mined in initial period 3,023.13 ZEC Zcash mining rewards generated from August 18 to August 31, 2026, added to treasury

Mining rewards period length 14 days Period from August 18 to August 31, 2026, for which ZEC rewards were reported

Director term end 2029 Annual Meeting Amanda Fabiano serves as Class III director until the 2029 Annual Meeting of Stockholders

Key Terms

restricted stock unit, Indemnification Agreement, hashrate, treasury, +2 more

6 terms

restricted stock unit financial

"Ms. Fabiano will be entitled to receive restricted stock unit (“RSU”) awards"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

Indemnification Agreement regulatory

"entered into a director and officer indemnification agreement (the “Indemnification Agreement”)"

An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.

hashrate technical

"with approximately 4.2 GSol/s of hashrate deployed across the United States"

Hashrate is a measure of how quickly a computer network can process and verify transactions, often expressed as the number of calculations it can perform in a second. Think of it like the engine power of a car; the higher the hashrate, the more work the network can do in a given time. For investors, a higher hashrate generally indicates a more secure and robust network, which can influence confidence and the value of related digital assets.

treasury financial

"mining rewards from August 18 to August 31, 2026, all of which have been added to the corporate treasury"

The treasury is the department or area within a government or organization responsible for managing its money, finances, and financial strategies. It handles tasks like collecting revenue, paying bills, and planning for future financial needs, much like a household manages its budget. For investors, understanding the treasury is important because it influences interest rates, government spending, and overall economic stability.

forward-looking statements regulatory

"This press release includes forward-looking statements within the meaning of Section 27A"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

digital asset mining financial

"One of the most experienced operators in digital asset mining and infrastructure"

Digital asset mining is the process of using specialized computer hardware and software to create or validate digital tokens and keep decentralized ledgers running, most commonly for cryptocurrencies. It matters to investors because mining is how new tokens enter circulation and how networks stay secure, and the activity directly affects a firm’s revenue, costs (power and equipment), and exposure to price swings, regulatory changes, and environmental scrutiny — like running a factory that converts electricity into sellable goods.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What board change did CYPH announce on September 22, 2026?

Cypherpunk Technologies appointed Amanda Fabiano as a Class III director, effective immediately, with a term running until the 2029 Annual Meeting of Stockholders, unless she resigns, dies, or is removed earlier.

What equity compensation will Amanda Fabiano receive from CYPH for board service?

Amanda Fabiano will receive 250,000 RSUs, consisting of a 150,000-share Initial Grant that vests annually over three years and an Annual Grant for service from 2026 to 2027 that vests at the 2027 Annual Meeting.

What hashrate does Cypherpunk Mining currently operate for Zcash?

Cypherpunk stated that Cypherpunk Mining was launched with approximately 4.2 GSol/s of Zcash hashrate deployed across the United States, supporting its Zcash mining strategy.

How much ZEC has Cypherpunk Mining produced so far?

From August 18 to August 31, 2026, Cypherpunk Mining generated 3,023.13 ZEC in mining rewards, and the company added all of these ZEC holdings to its corporate treasury.

What are Cypherpunk Technologies’ main strategic focuses according to the filing?

Cypherpunk focuses on three main strategies: mining Zcash through Cypherpunk Mining, accumulating Zcash via open market purchases, and investing in, acquiring, and building technologies that advance internet privacy.

Does Cypherpunk have any other business lines besides privacy and Zcash mining?

Yes. Through its subsidiary Leap Therapeutics, the company is developing novel cancer therapies, including the continued development of sirexatamab and FL-501.

Did Cypherpunk disclose any related-party transactions involving Amanda Fabiano?

Cypherpunk stated that, other than the matters described, there are no arrangements or transactions with Amanda Fabiano requiring disclosure under Item 404(a) of Regulation S-K.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): September 22, 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.

Appointment of Director

On September 22, 2026, the Board of Directors (the “Board”) of Cypherpunk Technologies Inc. (the “Company”) appointed Amanda Fabiano to serve as a Class III director on the Board, effective immediately. Mrs. Fabiano will serve as a director until the 2029 Annual Meeting of Stockholders and her successor has been elected and qualified, or until her earlier resignation, death or removal. Mrs. Fabiano has not been appointed to any committees of the Board at this time.

Other than as described herein, there are no arrangements or understandings between Mrs. Fabiano and any other person pursuant to which she was elected as a director, and Mrs. Fabiano is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K.

Mrs. Fabiano’s compensation for services as a director will be consistent with that of the other non-employee directors of the Company, as described under “Director Compensation” in the Company’s definitive proxy statement with respect to the 2026 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on April 29, 2026, as may be amended from time to time by the Board. In addition, Ms. Fabiano will be entitled to receive restricted stock unit (“RSU”) awards representing 250,000 shares of common stock, representing an initial grant for joining the Board of 150,000 shares (the “Initial Grant”) and an annual grant for service from 2026 to 2027 (the “Annual Grant”). The Initial Grant RSU will vest and settle in annual increments over a 3 year period. The Annual Grant will vest and settle at the time of the 2027 Annual Meeting of Stockholders in June 2027.

On September 22, 2026, the Company and Mrs. Fabiano also entered into a director and officer indemnification agreement (the “Indemnification Agreement”). A copy of the form of the Indemnification Agreement is filed herewith as Exhibit 10.1, and is incorporated herein by reference. The foregoing description of the Indemnification Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Indemnification Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The Company issued a press release announcing the appointment of Mrs. Fabiano to the Board on September 22, 2026. The full text of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

On September 22, 2026, the Company issued a press release announcing Mrs. Fabiano’s appointment to the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01, including Exhibit 99.1 of this Current Report on Form 8-K, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Form of Indemnification Agreement.
99.1	Press Release, dated September 22, 2026 (Fabiano Appointment).
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: September 22, 2026	/s/ Douglas E. Onsi
	Douglas E. Onsi
	President & CEO

Exhibit 99.1

 

Cypherpunk Technologies Appoints Amanda Fabiano to Board of Directors

Veteran mining executive brings operational depth from Nakamoto, TeraWulf, Galaxy, and Fidelity as Cypherpunk launches 4.2 GSol/s Zcash mining fleet

Cypherpunk Mining generated 3,023.13 ZEC in first weeks of operation; Added to Treasury

Cambridge, Mass., – September 22, 2026 – Cypherpunk Technologies Inc. (Nasdaq: CYPH) (“Cypherpunk”), a privacy technology company, today announced the appointment of Amanda Fabiano to its Board of Directors.

One of the most experienced operators in digital asset mining and infrastructure, Fabiano currently serves as Chief Operating Officer of Nakamoto Inc., a publicly listed bitcoin-focused company, and as an independent director of TeraWulf Inc., a public bitcoin mining company that has expanded into AI and high-performance computing infrastructure. Previously, she held senior mining and investment roles at Galaxy and Fidelity, where she helped build some of the earliest institutional digital asset mining programs.

“Amanda has spent her career at the operational core of digital asset infrastructure building, scaling, and governing mining businesses inside public companies,” said Douglas E. Onsi, President and Chief Executive Officer of Cypherpunk Technologies. “As we scale Cypherpunk Mining and continue assembling our constellation of privacy technologies, her operational expertise and public company board experience make her an exceptional addition to our Board.”

“I’m excited to join the Cypherpunk board and work alongside a team building at the intersection of technology, infrastructure, and privacy,” said Amanda Fabiano. “I’ve spent my career in infrastructure because it sits at the heart of how technology scales and evolves. As our world becomes increasingly digital, privacy and the ability for individuals to maintain control over their information will matter more than ever. I’m excited to bring my experience to the board and be part of what the team is building.”

Fabiano's appointment follows the August launch of Cypherpunk Mining^TM, with approximately 4.2 GSol/s of hashrate deployed across the United States. Cypherpunk Mining generated 3,023.13 ZEC in mining rewards from August 18 to August 31, 2026, all of which have been added to the corporate treasury.

About Cypherpunk

Cypherpunk Technologies is a privacy technology company. The Company’s mission is to advance technologies that guarantee privacy for humans on the internet. Cypherpunk pursues this mission through three primary strategies: mining Zcash through Cypherpunk Mining; accumulating Zcash through open market purchases; and investing in, acquiring, and building technologies that push the frontier of privacy forward. Additionally, through its subsidiary Leap Therapeutics, the Company is developing novel therapies for patients with cancer by continuing the development of sirexatamab and FL-501. For more information about the Company, visit our websites at http://www.cypherpunk.com and http://www.leaptx.com or view our public filings with the SEC that are available via EDGAR at http://www.sec.gov.

FORWARD-LOOKING STATEMENTS

This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally can be identified by the use of words such as “anticipate,” “expect,” “plan,” “could,” “may,” “will,” “believe,” “estimate,” “forecast,” “goal,” “project,” and other words of similar meaning. Forward-looking statements address various matters including statements relating to the Company’s ZEC mining operations, the hashpower represented by the acquired Z15 Pro machines, the Zcash flow or profitability of the Company’s mining operations, the comparative economics or profitability of Zcash mining relative to other digital infrastructure or mining activities, the future hashrate of the Zcash Network, the value of the Company’s ZEC holdings, the Company’s target percentage ownership of the ZEC supply, the expected future market, price, and liquidity of ZEC, the Company’s expected use of Zcash flow or other capital generated by its mining operations, the potential value of the Company’s investment in Zcash Open Development Labs (“ZODL”), the macro and political conditions surrounding Zcash or digital assets, the Company’s plan for value creation and strategic advantages, market size and growth opportunities, regulatory conditions, competitive position and the interest of other corporations in similar business strategies, technological and market trends, and future financial condition and performance. Risks and uncertainties of the Company’s strategy include, among others: (a) risks relating to the Company’s operations and business, including the performance of the Company’s Zcash mining machines and the highly volatile nature of the price of ZEC; (b) the risk that material changes in the price of ZEC, such as decreases in price, will result in significant changes to the Company’s financial statements, such as unrealized losses on fair value of ZEC holdings, and reduced net income or increased net loss; (c) the risk that material changes in the hashrate of the Zcash Network, such as increases in hashrate, will result in significant changes to the Company’s financial statements, such as reduced revenue, reduced gross margins, and reduced net income or increased net loss; (d) the risk that the price of the Company’s common stock may be highly correlated to the price of ZEC; (e) the risk that the Company will fail to realize the anticipated benefits of the ZEC mining operation or digital asset treasury strategy; (f) risks related to the custody of our ZEC and our reliance on Gemini Space Station and its affiliates for trading and custody services; (g) changes in business, market, financial, political and regulatory conditions; (h) risks related to increased competition in the industries in which the Company does and will operate; (i) risks relating to significant legal, commercial, regulatory and technical uncertainty regarding digital assets generally; (j) risks relating to the treatment of crypto assets for U.S. and foreign tax purposes; and (k) risks related to the Company’s dependence on third-party hosting facilities and service providers for its mining operations.

New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. No representations or warranties (expressed or implied) are made about the accuracy of any such forward-looking statements. The Company may not actually achieve the forecasts disclosed in such forward-looking statements, and you should not place undue reliance on such forward-looking statements. Such forward-looking statements are subject to a number of material risks and uncertainties including but not limited to those set forth under the caption “Risk Factors” in the Company’s most recent Annual Report on Form 10-K filed with the SEC, or as may be included in other reports or information we file with the SEC, as well as discussions of potential risks, uncertainties, and other important factors in its subsequent filings with the SEC. Any forward-looking statement speaks only as of the date on which it was made. Neither the Company, nor any of its affiliates, advisors or representatives, undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date hereof.

Cypherpunk^TM, Cypherpunk Mining^TM, Cypherpunk Technologies^TM, and the Cypherpunk logo^TM are all trademarks of Cypherpunk Technologies Inc.

CONTACT:

Douglas E. Onsi

President & Chief Executive Officer

Cypherpunk Technologies Inc.

617-714-0360

For Investors:

Matthew DeYoung

Investor Relations

Argot Partners

212-600-1902

leap@argotpartners.com

For Media:

Jacqueline Ortiz Ramsay

It Factor Strategies

954-294-3249

jacqueline@itfactorstrategies.com

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 14.5 KB

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 80.7 KB

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