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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):
March 4, 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) |
|
(IRS Employer
Identification No.) |
47 Thorndike Street, Suite B1-1
Cambridge, MA |
02141 |
| (Address of principal executive offices) |
(Zip Code) |
Registrant’s
telephone number, including area code: (617) 714-0360
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K 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 |
CYPH |
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 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
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 3.01 Notice of Delisting or Failure
to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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,
for the last 30 consecutive business days, the closing bid price for the Company’s common stock has been below the minimum $1.00
per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (“Rule 5550(a)(2)”).
The Closing Bid Price Deficiency Letter is a notice of deficiency, not delisting, and does not currently affect the listing or trading
of the Company’s shares of common stock on The Nasdaq Capital Market.
The Company
has 180 days, or until August 31, 2026, to regain compliance with Rule 5550(a)(2) by maintaining a closing bid price of at least $1.00
per share for a minimum of 10 consecutive business days. Additionally, the Company may be eligible for an additional compliance period
of 180 calendar days if, on August 31, 2026, the Company meets the continued listing requirement for market value of publicly held shares
and all other applicable standards for initial listing on the Nasdaq Capital Market (with the exception of the closing bid price requirement)
based on the Company’s then most recent public filings and market information, and the Company provides written notice to Nasdaq
of its intent to cure during such additional compliance period of 180 calendar days the deficiency in the Company’s compliance with
the minimum closing bid price requirement of Rule 5550(a)(2), including, without limitation, by effecting a reverse stock split, if necessary.
The Company
intends to monitor closely the closing bid price of its common stock and to consider plans for regaining compliance with Rule 5550(a)(2).
While the Company plans to review all available options, there can be no assurance that it will be able to regain compliance with the
applicable rules during the 180-day compliance period ending on August 31, 2026, any additional compliance period, or at all.
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. |
| |
|
| |
|
| Dated: March 9, 2026 |
By: |
/s/ Douglas E. Onsi |
| |
Name: |
Douglas E. Onsi |
| |
Title: |
Chief Executive Officer and President |
