STOCK TITAN

Cypherpunk (CYPH): Winklevoss fund exercises 16.6M warrants at $0.001

(Very High)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

CYPHERPUNK TECHNOLOGIES INC. (CYPH) reported insider-related entity activity involving pre-funded warrants and common stock held through Winklevoss-associated entities. Winklevoss Treasury Investments, LLC (WTI), a subsidiary of Winklevoss Capital Fund, LLC, received Pre-Funded Warrants to purchase 43,290,042 shares of common stock under an Asset Purchase Agreement dated August 17, 2026, as consideration for the sale of certain assets and rights. On the same date, WTI exercised pre-funded warrants covering 16,570,852 underlying common shares at an exercise price of $0.001 per share, resulting in indirect ownership of 24,854,613 common shares held by WTI. The pre-funded warrants are exercisable immediately, have no expiration date, and are subject to a 19.99% beneficial ownership cap based on the issuer’s outstanding common stock. Each reporting person disclaims beneficial ownership except to the extent of its or his pecuniary interest.

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Insider Winklevoss Capital Fund, LLC, Winklevoss Treasury Investments, LLC, Winklevoss Tyler Howard, Winklevoss Cameron Howard, Winklevoss Capital Management, LLC
Role 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner
Type Security Shares Price Value
In-the-Money Exercise Pre-Funded Warrant (Right to Buy) F2, F1 16,570,852 $0.5196 $8.61M
Other Pre-Funded Warrant (Right to Buy) F3, F2, F1 43,290,042 $0.77 $33.33M
In-the-Money Exercise Common Stock F1 16,570,852 $0.001 $17K
Holdings After Transaction: Pre-Funded Warrant (Right to Buy) — 102,167,808 shares (Indirect, By Winklevoss Treasury Investments, LLC); Common Stock — 24,854,613 shares (Indirect, By Winklevoss Treasury Investments, LLC)
Footnotes (3)
  1. F1. Securities are held by Winklevoss Treasury Investments, LLC ("WTI"), which is a wholly owned subsidiary of Winklevoss Capital Fund, LLC ("WCF"). Winklevoss Capital Management, LLC ("WCM") is the manager of WCF and Tyler Winklevoss and Cameron Winklevoss are the co-founders and managers of WCM. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest therein.
  2. F2. The Pre-Funded Warrants have no expiration date and are exercisable immediately. Notwithstanding the foregoing, the Reporting Persons shall not be entitled to exercise the Pre-Funded Warrant if it would cause the aggregate number of shares of Common Stock beneficially owned by the Reporting Persons, their affiliates and any persons who are members of a Section 13(d) group with the Reporting Persons or their affiliates to exceed 19.99% of the total number of issued and outstanding shares of Common Stock of the Issuer following such exercise.
  3. F3. Pursuant to an Asset Purchase Agreement dated August 17, 2026, WTI received Pre-Funded Warrants to purchase 43,290,042 shares of Common Stock as consideration for the sale of certain assets and rights.
Pre-Funded Warrants Received 43,290,042 shares Pre-Funded Warrants to purchase common stock received by WTI as consideration under Asset Purchase Agreement dated August 17, 2026
Warrants Exercised to Common Stock 16,570,852 shares Underlying CYPH common shares from pre-funded warrants exercised by WTI on August 17, 2026
Exercise Price per Share $0.001 per share Exercise price of pre-funded warrants converted into 16,570,852 CYPH common shares
Common Shares Held After Transaction 24,854,613 shares Indirect CYPH common stock holdings by Winklevoss Treasury Investments, LLC following warrant exercise
Pre-Funded Warrant Consideration Value $0.770 per warrant Per-unit transaction price associated with acquisition of 43,290,042 pre-funded warrants by WTI
Beneficial Ownership Cap 19.99% Maximum aggregate beneficial ownership of CYPH common stock permitted upon warrant exercise
Pre-Funded Warrant financial
"The Pre-Funded Warrants have no expiration date and are exercisable immediately."
A pre-funded warrant is a financial instrument that gives the holder the right to buy shares of a company's stock at a set price, with most of the purchase cost already paid upfront. It functions like a nearly fully paid option, allowing investors to secure shares quickly while minimizing the amount of additional money they need to invest later. This helps investors gain ownership rights efficiently, often used to avoid certain regulatory restrictions or to prepare for future stock purchases.
Asset Purchase Agreement financial
"Pursuant to an Asset Purchase Agreement dated August 17, 2026, WTI received Pre-Funded Warrants"
An asset purchase agreement is a legal contract in which a buyer agrees to buy specific assets and contracts of a business rather than buying the company’s stock or ownership. It matters to investors because it determines exactly what is being bought and what liabilities stay behind — like buying the furniture and equipment from a store but not the building or past debts — which affects the deal’s value, taxes and future risk exposure.
beneficial ownership financial
"Each of the Reporting Persons disclaims beneficial ownership of these securities except"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Section 13(d) group regulatory
"any persons who are members of a Section 13(d) group with the Reporting Persons"
pecuniary interest financial
"disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest"

FAQ

How many CYPH shares were issued through warrant exercise on August 17, 2026?

On August 17, 2026, WTI exercised pre-funded warrants into 16,570,852 CYPH common shares at an exercise price of $0.001 per share. The corresponding derivative position in those warrants was disposed of as the warrants were exercised into common stock.

What did Winklevoss Treasury Investments, LLC receive under the Asset Purchase Agreement with CYPH?

Under an Asset Purchase Agreement dated August 17, 2026, WTI received Pre-Funded Warrants to purchase 43,290,042 CYPH common shares as consideration for selling certain assets and rights. The warrants are exercisable immediately and have no expiration date, subject to a beneficial ownership cap.

What is the beneficial ownership cap on the pre-funded warrants reported for CYPH?

The pre-funded warrants include a 19.99% beneficial ownership cap. They cannot be exercised if doing so would cause the reporting persons, their affiliates, and Section 13(d) group members to own more than 19.99% of CYPH’s outstanding common stock after the exercise.

How many CYPH common shares does WTI hold after the reported transactions?

Following the reported August 17, 2026 transactions, Winklevoss Treasury Investments, LLC holds 24,854,613 CYPH common shares indirectly. These shares are held through WTI, with upstream relationships to Winklevoss Capital Fund, LLC and Winklevoss Capital Management, LLC, as described in the filing footnote.

Do Tyler and Cameron Winklevoss directly own the CYPH securities reported here?

The securities are held by Winklevoss Treasury Investments, LLC, a subsidiary of Winklevoss Capital Fund, LLC, managed by Winklevoss Capital Management, LLC. Tyler and Cameron Winklevoss are co-founders and managers of WCM, and each disclaims beneficial ownership except to the extent of his pecuniary interest.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Winklevoss Capital Fund, LLC

(Last)(First)(Middle)
FARMERS BANK BUILDING
301 N. MARKET STREET, SUITE 1463

(Street)
WILMINGTON DELAWARE 19801

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
CYPHERPUNK TECHNOLOGIES INC. [ CYPH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/17/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock08/17/2026X16,570,852A$0.00124,854,613IBy Winklevoss Treasury Investments, LLC(1)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Pre-Funded Warrant (Right to Buy)$0.00108/17/2026X16,570,852 (2) (2)Common Stock16,570,852$0.519658,877,766IBy Winklevoss Treasury Investments, LLC(1)
Pre-Funded Warrant (Right to Buy)$0.00108/17/2026J(3)43,290,042 (2) (2)Common Stock43,290,042$0.77102,167,808IBy Winklevoss Treasury Investments, LLC(1)
1. Name and Address of Reporting Person*
Winklevoss Capital Fund, LLC

(Last)(First)(Middle)
FARMERS BANK BUILDING
301 N. MARKET STREET, SUITE 1463

(Street)
WILMINGTON DELAWARE 19801

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Winklevoss Treasury Investments, LLC

(Last)(First)(Middle)
FARMERS BANK BUILDING
301 N. MARKET STREET, SUITE 1463

(Street)
WILMINGTON DELAWARE 19801

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Winklevoss Tyler Howard

(Last)(First)(Middle)
FARMERS BANK BUILDING
301 N. MARKET STREET, SUITE 1463

(Street)
WILMINGTON DELAWARE 19801

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Winklevoss Cameron Howard

(Last)(First)(Middle)
FARMERS BANK BUILDING
301 N. MARKET STREET, SUITE 1463

(Street)
WILMINGTON DELAWARE 19801

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Winklevoss Capital Management, LLC

(Last)(First)(Middle)
FARMERS BANK BUILDING
301 N. MARKET STREET, SUITE 1463

(Street)
WILMINGTON DELAWARE 19801

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. Securities are held by Winklevoss Treasury Investments, LLC ("WTI"), which is a wholly owned subsidiary of Winklevoss Capital Fund, LLC ("WCF"). Winklevoss Capital Management, LLC ("WCM") is the manager of WCF and Tyler Winklevoss and Cameron Winklevoss are the co-founders and managers of WCM. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest therein.
2. The Pre-Funded Warrants have no expiration date and are exercisable immediately. Notwithstanding the foregoing, the Reporting Persons shall not be entitled to exercise the Pre-Funded Warrant if it would cause the aggregate number of shares of Common Stock beneficially owned by the Reporting Persons, their affiliates and any persons who are members of a Section 13(d) group with the Reporting Persons or their affiliates to exceed 19.99% of the total number of issued and outstanding shares of Common Stock of the Issuer following such exercise.
3. Pursuant to an Asset Purchase Agreement dated August 17, 2026, WTI received Pre-Funded Warrants to purchase 43,290,042 shares of Common Stock as consideration for the sale of certain assets and rights.
Winklevoss Capital Management, LLC, By /s/ Cameron H. Winklevoss, Manager08/19/2026
Winklevoss Capital Fund, LLC, By Winklevoss Capital Management, LLC, Its Manager, By /s/ Cameron H. Winklevoss, Manager08/19/2026
Winklevoss Treasury Investments, LLC, By /s/ William McEvoy, Manager08/19/2026
/s/ Cameron H. Winklevoss08/19/2026
/s/ Tyler H. Winklevoss08/19/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)