Cypherpunk (CYPH) insider exercises 16.6M warrants at $0.001
Rhea-AI Filing Summary
CYPHERPUNK TECHNOLOGIES INC. (CYPH) reported insider transactions indirectly involving Winklevoss Treasury Investments, LLC ("WTI"), an entity managed by reporting person William Patrick McEvoy III. On August 17, 2026, WTI exercised 16,570,852 Pre-Funded Warrants at an exercise price of $0.001 per share, acquiring the same number of CYPH common shares and bringing WTI’s indirect common stock holdings to 24,854,613 shares. On the same date, under an Asset Purchase Agreement, WTI received additional Pre-Funded Warrants to purchase 43,290,042 CYPH common shares as consideration for the sale of certain assets and rights, at a stated price of $0.77 per warrant. The Pre-Funded Warrants are exercisable immediately, have no expiration date, and include a 19.99% beneficial ownership limitation that prevents exercises that would cause WTI and related parties to own more than 19.99% of CYPH’s outstanding common stock after exercise. McEvoy disclaims beneficial ownership of WTI’s securities except to the extent of any pecuniary interest.
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Negative
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Insights
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Insider Trade Summary
Net Buyer: 16,570,852 shares
Net Buy
3 txns
Insider
McEvoy William Patrick III
Role
Chief Investment Officer
| 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)
- 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. The Reporting Person is the manager of WTI and a Vice President of WCM. The Reporting Person disclaims beneficial ownership of the securities held by WTI, except to the extent of his pecuniary interest therein, if any.
- F2. The Pre-Funded Warrants have no expiration date and are exercisable immediately. Notwithstanding the foregoing, WTI 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 WTI, its affiliates and any persons who are members of a Section 13(d) group with WTI 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.
- 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.
Key Figures
Pre-Funded Warrants Exercised: 16,570,852 shares
Exercise Price: $0.001 per share
Common Shares Held After Exercise: 24,854,613 shares
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Pre-Funded Warrants Exercised
16,570,852 shares
Pre-Funded Warrants exercised into CYPH common stock on August 17, 2026
Exercise Price
$0.001 per share
Exercise price for 16,570,852 Pre-Funded Warrants into CYPH common stock
Common Shares Held After Exercise
24,854,613 shares
Indirect CYPH common stock holdings by WTI after warrant exercise
New Pre-Funded Warrants Received
43,290,042 warrants
Pre-Funded Warrants granted to WTI as consideration under Asset Purchase Agreement
Warrant Transaction Price
$0.77 per warrant
Reported transaction price per Pre-Funded Warrant for 43,290,042 warrants
Beneficial Ownership Limitation
19.99%
Cap on aggregate CYPH common stock beneficially owned after exercising Pre-Funded Warrants
Key Terms
Pre-Funded Warrants, beneficial ownership, Section 13(d) group, Asset Purchase Agreement
4 terms
Pre-Funded Warrants financial
"The Pre-Funded Warrants have no expiration date and are exercisable immediately"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
beneficial ownership financial
"cause the aggregate number of shares of Common Stock beneficially owned by WTI"
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 WTI or their affiliates"
Asset Purchase Agreement financial
"Pursuant to an Asset Purchase Agreement dated August 17, 2026, WTI received"
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.
FAQ
What insider transactions did CYPH report for William Patrick McEvoy III on August 17, 2026?
CYPH reported that an entity managed by McEvoy exercised 16,570,852 Pre-Funded Warrants into common stock and received new Pre-Funded Warrants for 43,290,042 shares as consideration under an Asset Purchase Agreement on August 17, 2026.
What are the key terms of the CYPH Pre-Funded Warrants reported in this Form 4?
The Pre-Funded Warrants are exercisable immediately, have no expiration date, and carry a 19.99% beneficial ownership limitation, preventing exercises that would push WTI and related parties above 19.99% of CYPH’s outstanding common stock after exercise.
At what prices were the CYPH Pre-Funded Warrant transactions reported?
The exercise of 16,570,852 Pre-Funded Warrants into common shares used an exercise price of $0.001 per share, while the new Pre-Funded Warrants for 43,290,042 shares were recorded at $0.77 per warrant in the reported transaction.
What did CYPH provide in exchange for the 43,290,042 Pre-Funded Warrants issued to WTI?
Under an Asset Purchase Agreement dated August 17, 2026, CYPH issued Pre-Funded Warrants to purchase 43,290,042 common shares to WTI as consideration for the sale of certain assets and rights described in that agreement.
Does William Patrick McEvoy III claim full beneficial ownership of the CYPH securities held by WTI?
No. McEvoy disclaims beneficial ownership of CYPH securities held by Winklevoss Treasury Investments, LLC, except to the extent of his pecuniary interest, if any, as stated in the ownership footnote.
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