[Form 3] LEAP THERAPEUTICS, INC. Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

Cypherpunk Technologies Inc. (f/k/a Leap Therapeutics) disclosed the initial beneficial ownership of securities by William McEvoy, who is a director, Chief Investment Officer and a 10% owner through affiliated Winklevoss-related entities. As of the reported event on 11/11/2025, he indirectly reports 8,283,761 common shares held by Winklevoss Treasury Investments and related entities.

Those entities also hold 75,448,618 pre-funded warrants, each exercisable for one common share at an exercise price of $0.001 per share, and 57,182,378 common warrants, each exercisable for one common share at an exercise price of $0.5335 per share, all acquired in an October 2025 private placement. Both warrant series are subject to a 19.99% beneficial ownership limitation, which restricts exercises that would take the holders above that ownership threshold after the private placement.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

McEvoy William Patrick III

(Last) (First) (Middle)

C/O CYPHERPUNK TECHNOLOGIES INC.

47 THORNDIKE STREET SUITE B1-1

(Street)

CAMBRIDGE MA 02141

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/11/2025

3. Issuer Name and Ticker or Trading Symbol
CYPHERPUNK TECHNOLOGIES INC. [ CYPH ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Investment Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	8,283,761	I	See Notes(1)(2)(3)(4)(5)(6)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Pre-Funded Warrants (right to buy)	(7)	(7)	Common Shares	75,448,618	(7)	I	See Notes(1)(2)(3)(4)(5)(7)
Common Warrants (right to buy)	(8)	(8)	Common Shares	57,182,378(1)(2)(3)	(8)	I	See Notes(1)(2)(3)(4)(5)(8)

Explanation of Responses:

1. On October 6, 2025, Cypherpunk Technologies Inc. (f/k/a Leap Therapeutics, Inc.) (the "Company") entered into a securities purchase agreement (the "Securities Purchase Agreement") for the private placement of an aggregate of (i) 15,212,311 shares of Company common stock, par value $0.001 per share ("Common Stock"), at an offering price of $ 0.52064 per share, (ii) pre-funded warrants (the "Pre-Funded Warrants") to purchase up to an aggregate of 80,768,504 shares of Common Stock (the "Pre-Funded Warrant Shares") at an offering price of $0.51964 per Pre-Funded Warrant, exercisable at the exercise price of $0.001 per Pre-Funded Warrant Share, and (iii) common warrants (the "Common Warrants") to purchase up to an aggregate of 71,985,605 shares of Common Stock (the "Common Warrant Shares"), exercisable at the exercise price of $0.5335 per Common Warrant Share (the "Private Placement"). The Private Placement closed October 8, 2025. (Continued in following footnote).

2. (Continued from prior footnote) In connection with the Private Placement, Winklevoss Treasury Investments, LLC, a Delaware limited liability company ("WTI") acquired an aggregate of (i) 8,283,761 shares of Common Stock, (ii) Pre-Funded Warrants to purchase up to an aggregate of 75,448,618 Pre-Funded Warrant Shares, and (iii) Common Warrants to purchase up to an aggregate of 62,799,284 Common Warrant Shares (later reduced to 57,182,378 pursuant to the Assignment (defined below) (collectively, the "WTI Securities"), subject to beneficial ownership thresholds prohibiting beneficial ownership (as calculated in accordance with Section 13(d) of the Securities Exchange Act of 1933, as amended, and the rules and regulations promulgated thereunder) in excess of 19.99% of the issued and outstanding shares of Common Stock after giving effect to the Private Placement (the "Beneficial Ownership Limitation"), as may be adjusted downward from time to time. (Continued in following footnote).

3. (Continued from prior footnote) Pursuant to information provided by WTI, the WTI Entities have assigned 5,616,906 of the 62,799,284 Common Warrants (the "Assignment"), reducing their reported beneficial ownership of the Common Warrants to 57,182,378.

4. The WTI Securities are held by Winklevoss Capital Fund, LLC, a Delaware limited liability company, ("WCF"), WTI, Winklevoss Capital Management, LLC, a Delaware limited liability company ("WCM"), Mr. Tyler Howard Winklevoss ("Tyler Winklevoss"), and Mr. Cameron Howard Winklevoss ("Cameron Winklevoss" and, together with WCF, WTI, WCM and Tyler Winklevoss, the "WTI Entities"). Tyler Winklevoss and Cameron Winklevoss are the co-founders and managers of WCM. WCM is the manager of WCF, and WTI is a wholly owned subsidiary of WCF. (Continued in following footnote).

5. (Continued from prior footnote) Mr. William McEvoy is the manager of WTI and Vice President of WCM. Mr. McEvoy disclaims beneficial ownership of the WTI Securities held by the WTI Entities, except to the extent of his pecuniary interest therein, if any. Mr. McEvoy was appointed to the Company's board of directors November 11, 2025, in connection with the Lead Investor Agreement, dated October 6, 2025, by and between the Company and WTI, as Lead Investor.

6. Reflects Common Shares acquired pursuant to the Private Placement and consists of 8,283,761 shares of Common Stock held by the WTI Entities.

7. Reflects Prefunded Warrants acquired pursuant to the Private Placement and consists of 75,448,618 Prefunded Warrants held by the WTI Entities, each exercisable for one share of Common Stock at the exercise price of $0.001 per Pre-Funded Warrant Share. The Pre-Funded Warrants are exercisable as of their date of issuance, however may not be exercised if the aggregate number of shares of Common Stock beneficially owned by the holder thereof (together with its affiliates) immediately following such exercise would exceed the Beneficial Ownership Limitation. The Pre-Funded Warrants are exercisable in cash or by means of a cashless exercise and will not expire until the date such Pre-Funded Warrants are fully exercised. Each Pre-Funded Warrant is subject to appropriate adjustment.

8. Reflects Common Warrants acquired pursuant to the Private Placement, as adjusted by the Assignment, and consists of 57,182,378 Common Warrants held by the WTI Entities, each exercisable for one share of Common Stock at the exercise price of $.5335 per Common Warrant Share. Subject to the terms of the Waiver and Modification Agreement, dated November 19, 2025, by and between the Company and WTI, the Common Warrants are exercisable as of their date of issuance, however may not be exercised if the aggregate number of shares of Common Stock beneficially owned by the holder thereof (together with its affiliates) immediately following such exercise would exceed the Beneficial Ownership Limitation. The Common Warrants are exercisable in cash or by means of a cashless exercise and will not expire until the tenth anniversary of their date of issuance. Each Common Warrant is subject to appropriate adjustment.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Douglas E. Onsi, as attorney-in-fact for the reporting person	11/20/2025
	** Signature of Reporting Person	Date
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 5 (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.
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FAQ

What does the Form 3 filing disclose for Cypherpunk Technologies (CYPH)?

The filing reports the initial beneficial ownership of William McEvoy, a director, Chief Investment Officer and 10% owner of Cypherpunk Technologies Inc., detailing his indirect holdings of common shares and warrants through Winklevoss-related entities.

How many Cypherpunk Technologies common shares does the reporting person indirectly own?

The reporting person indirectly beneficially owns 8,283,761 common shares of Cypherpunk Technologies Inc., held by Winklevoss Treasury Investments and related entities.

What pre-funded warrants are reported in this Cypherpunk (CYPH) insider filing?

The filing reports 75,448,618 pre-funded warrants, each exercisable for one common share at an exercise price of $0.001 per Pre-Funded Warrant Share, acquired in the October 2025 private placement.

What common warrants are disclosed and at what exercise price?

The reporting person’s affiliated entities hold 57,182,378 common warrants, each exercisable for one common share of Cypherpunk Technologies at an exercise price of $0.5335 per Common Warrant Share.

What is the 19.99% beneficial ownership limitation mentioned in the filing?

The securities are subject to a 19.99% Beneficial Ownership Limitation, which prohibits the holder and its affiliates from exercising warrants if, immediately after exercise, they would beneficially own more than 19.99% of Cypherpunk’s outstanding common stock after the private placement.

How were these Cypherpunk securities originally acquired by the Winklevoss-related entities?

The Winklevoss-related entities acquired the reported common shares, pre-funded warrants and common warrants under an October 6, 2025 securities purchase agreement for a private placement that closed on October 8, 2025.

Does William McEvoy claim full beneficial ownership of all WTI securities?

The filing states that William McEvoy disclaims beneficial ownership of the securities held by the Winklevoss-related entities, except to the extent of his pecuniary interest, if any.