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Cypherpunk director reports fund liquidation sales of CYPH stock

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Cypherpunk Technologies Inc. (CYPH) director reported significant indirect share sales by affiliated investment entities. On November 17, 2025, HCV VIII Liquidating Trust sold 261,840 shares of common stock at a weighted average price of $3.14 per share, with individual trades ranging from $2.40 to $3.40, as part of its wind up and liquidation. On the same date, HealthCare Ventures IX, L.P. sold 414,479 shares at a weighted average price of $3.14 per share within the same price range, also tied to its liquidation.

Following these transactions, the reporting person is shown as indirectly beneficially owning 416,616 shares through related entities and 2,136 shares through Nine Capital Partners, plus 20,914 shares held directly. The filing notes that beneficial ownership of the fund and trust shares is disclaimed except for the reporter’s proportionate economic interest.

Positive

  • None.

Negative

  • None.
Insider Mirabelli Christopher
Role Director
Sold 676,319 shs ($2.12M)
Type Security Shares Price Value
Sale Common Stock 261,840 $3.14 $822K
Sale Common Stock 414,479 $3.14 $1.30M
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 416,616 shares (Indirect, See footnotes); Common Stock — 20,914 shares (Direct)
Footnotes (1)
  1. On November 17, 2025, HCV VIII Liquidating Trust ("HCV Liquidating Trust") sold 261,840 shares of the Issuer's common stock at a price of $3.14 per share as a part of a liquidating distribution in connection with the wind up and liquidation of the entity. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.40 to $3.40. The reporting person undertakes to provide to the Issuer, any security holders of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in this Form 4. On November 17, 2025, HealthCare Ventures IX, L.P. ("HCV IX") sold 414,479 shares of the Issuer's common stock at a price of $3.14 per share as a part of a liquidating distribution in connection with the wind up and liquidation of the entity. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.40 to $3.40. The reporting person undertakes to provide to the Issuer, any security holders of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in this Form 4. Reflects a de minimis adjustment of one (1) share due to rounding. The reporting person is a managing member of Nine Capital Partners and may be deemed to have beneficial ownership of such 2,136 shares of common stock held by Nine Capital Partners. The reporting person is a Managing Director of HCPIX LLC, which is the General Partner of HealthCare Partners IX, which is the General Partner of HCV IX and may be deemed to have had beneficial ownership of the 414,479 shares of Common Stock sold by HCV IX. The reporting person is a beneficiary of the HCV Liquidating Trust and may be deemed to have had beneficial ownership of the 261,840 shares of Common Stock sold by the HCV Liquidating Trust. The reporting person disclaims beneficial ownership of such shares of common stock held by Nine Capital Partners, and sold by each of HCV IX and the HCV Liquidating Trust, except to the extent of the reporting person's proportionate pecuniary interest therein.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED 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*
Mirabelli Christopher
(Last) (First) (Middle)
C/O CYPHERPUNK TECHNOLOGIES INC.
47 THORNDIKE STREET SUITE B1-1
(Street)
CAMBRIDGE MA 02141
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CYPHERPUNK TECHNOLOGIES INC. [ CYPH ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/17/2025
4. 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 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)
Code V Amount (A) or (D) Price
Common Stock 11/17/2025 S 261,840(1) D $3.14(1) 416,616(1) I See footnotes(1)(2)(4)
Common Stock 11/17/2025 S 414,479(2)(3) D $3.14(2) 2,136(2)(3) I See footnotes(2)(3)(4)
Common Stock 20,914 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. On November 17, 2025, HCV VIII Liquidating Trust ("HCV Liquidating Trust") sold 261,840 shares of the Issuer's common stock at a price of $3.14 per share as a part of a liquidating distribution in connection with the wind up and liquidation of the entity. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.40 to $3.40. The reporting person undertakes to provide to the Issuer, any security holders of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in this Form 4.
2. On November 17, 2025, HealthCare Ventures IX, L.P. ("HCV IX") sold 414,479 shares of the Issuer's common stock at a price of $3.14 per share as a part of a liquidating distribution in connection with the wind up and liquidation of the entity. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.40 to $3.40. The reporting person undertakes to provide to the Issuer, any security holders of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in this Form 4.
3. Reflects a de minimis adjustment of one (1) share due to rounding.
4. The reporting person is a managing member of Nine Capital Partners and may be deemed to have beneficial ownership of such 2,136 shares of common stock held by Nine Capital Partners. The reporting person is a Managing Director of HCPIX LLC, which is the General Partner of HealthCare Partners IX, which is the General Partner of HCV IX and may be deemed to have had beneficial ownership of the 414,479 shares of Common Stock sold by HCV IX. The reporting person is a beneficiary of the HCV Liquidating Trust and may be deemed to have had beneficial ownership of the 261,840 shares of Common Stock sold by the HCV Liquidating Trust. The reporting person disclaims beneficial ownership of such shares of common stock held by Nine Capital Partners, and sold by each of HCV IX and the HCV Liquidating Trust, except to the extent of the reporting person's proportionate pecuniary interest therein.
/s/ Douglas E. Onsi as Attorney-in-Fact for the reporting person 11/19/2025
** 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 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction was reported for Cypherpunk Technologies Inc. (CYPH)?

The filing reports that a director of Cypherpunk Technologies disclosed indirect sales of common stock by affiliated investment entities on November 17, 2025, in connection with their liquidation.

How many CYPH shares did HCV VIII Liquidating Trust sell and at what price?

HCV VIII Liquidating Trust sold 261,840 shares of Cypherpunk Technologies common stock at a $3.14 weighted average price, with trades occurring between $2.40 and $3.40 per share.

How many CYPH shares did HealthCare Ventures IX, L.P. sell and at what price?

HealthCare Ventures IX, L.P. sold 414,479 shares of Cypherpunk Technologies common stock at a $3.14 weighted average price, within a trading range of $2.40 to $3.40 per share.

Why were these Cypherpunk Technologies (CYPH) shares sold?

The sales by HCV VIII Liquidating Trust and HealthCare Ventures IX, L.P. were described as part of liquidating distributions tied to the wind up and liquidation of those entities.

What is the director’s beneficial ownership in CYPH after these transactions?

After the reported sales, the filing shows 416,616 shares indirectly beneficially owned through related entities, 2,136 shares indirectly through Nine Capital Partners, and 20,914 shares held directly.

Does the director fully own all the Cypherpunk Technologies shares held by the funds?

No. The filing states the director may be deemed to have beneficial ownership through roles in the entities but disclaims beneficial ownership of those shares except for their proportionate pecuniary interest.