CYPH 8-K
Cypherpunk Technologies Inc. (CYPH)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On November 19, 2025, Cypherpunk Technologies Inc. (f./k/a Leap Therapeutics, Inc.), a Delaware corporation (the “Company”), entered into a Waiver and Modification Agreement (the “Agreement”) with Winklevoss Treasury Investments, LLC (“Winklevoss Capital”), which modifies and waives certain provisions of the Common Warrant, dated October 8, 2025, issued by the Company in favor of Winklevoss Capital (the “WTI Common Warrant”) in connection with the private placement of such securities pursuant to the Securities Purchase Agreement, dated October 6, 2025, by and among the Company and the purchasers named therein.
The WTI Common Warrant provides that the Company will reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved shares of common stock, $0.001 par value per share (the “Common Stock”), shares of Common Stock reserved solely to be issued upon exercise of the WTI Common Warrant (the “Warrant Shares”), which are to remain free from preemptive rights or any other contingent purchase rights of persons other than Winklevoss Capital (the “Share Reservation Covenant”).
Under the Agreement, Winklevoss Capital has waived the Share Reservation Covenant with respect to 57,182,378 Warrant Shares (the “Restricted Warrant Shares”), so as to make such shares available to the Company for their potential offer, issue and sale under the Company’s previously announced “at-the-market” equity offering program, pursuant to which the Company may offer, issue and sell from time to time up to a maximum aggregate offering amount of $200 million of shares of its Common Stock.
In addition, Winklevoss Capital is not entitled to exercise the WTI Common Warrant in whole or in part with respect to such 57,182,378 Restricted Warrant Shares until the fifth trading day after the earlier to occur of (i) the Company’s authorized Common Stock having increased to at least 490,000,000 shares or (ii) the Company’s having effected a reverse stock split of its Common Stock in a ratio of at least 1 to 5 (1:5).
For the avoidance of doubt, the foregoing provisions of the Agreement are not applicable to the remaining number of Warrant Shares issuable under the WTI Common Warrant that are not Restricted Warrant Shares.
The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed herewith as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein.
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any shares of Common Stock, nor shall there be any sale of shares of Common Stock in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
| 4.1 | Waiver and Modification Agreement, dated November 19, 2025, by and between Cypherpunk Technologies Inc. and Winklevoss Treasury Investments, LLC |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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. | |
| Date: November 20, 2025 | /s/ Douglas E. Onsi |
| Douglas E. Onsi | |
| President & CEO |
Exhibit 4.1
CYPHERPUNK TECHNOLOGIES INC.
This WAIVER AND MODIFICATION AGREEMENT (this “Agreement”) is made and entered into as of November 19, 2025, by and between Cypherpunk Technologies Inc. (f/k/a Leap Therapeutics, Inc.), a Delaware corporation (the “Corporation”), and Winklevoss Treasury Investments, LLC (the “Holder”). All capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in that certain Warrant to Purchase Common Stock (Warrant No. 2025 PIPE – CSW – 1) issued on October 8, 2025 by the Corporation to the Holder (the “Warrant”).
WHEREAS, the Corporation established an “at-the-market” equity offering program (the “ATM Offering”) in connection with that certain Controlled Equity Offering℠ Sales Agreement, dated November 12, 2025, by and between Cantor Fitzgerald & Co. and the Corporation, pursuant to which the Corporation may offer, issue, and sell from time to time up to a maximum aggregate offering amount of $200 million of shares of common stock, par value $0.001 per share, of the Corporation (the “Common Stock”);
WHEREAS, pursuant to Section 4 of the Warrant, the Holder is entitled to exercise the Warrant at any time on or after the Original Issue Date and on or before the Termination Date;
WHEREAS, pursuant to Section 8 of the Warrant, the Corporation covenanted that it will, at all times while the Warrant is outstanding, reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of the Warrant, the number of Warrant Shares that are initially issuable and deliverable upon the exercise of the Warrant; and
WHEREAS, the Corporation and the Holder desire to waive and modify certain terms and provisions of the Warrant to permit the Corporation to offer, issue, and sell shares of Common Stock under the ATM Offering, on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and covenants set forth herein, the parties hereto agree as follows:
| 1. | Modification of Exercise Rights. |
| a. | Notwithstanding anything to the contrary contained in the Warrant (including Section 4 and Section 5 of the Warrant), the Holder shall not be entitled to exercise the Warrant in whole or in part with respect to 57,182,378 of the Warrant Shares (the “Restricted Warrant Shares”), and the Corporation shall have no obligation to issue any Restricted Warrant Shares or shares of Common Stock in respect of the Restricted Warrant Shares under the Warrant upon the exercise thereof, until (subject to the other terms and conditions of the Warrant) the fifth (5th) Trading Day after the earlier to occur of (such date, the “Modified Permitted Exercise Date”): (i) the total number of shares of Common Stock that the Corporation is authorized to issue under the Corporation’s Certificate of Incorporation (the “Charter”) has been increased to at least four hundred ninety million (490,000,000) shares of Common Stock pursuant to a Certificate of Amendment to the Charter filed by the Corporation with the Secretary of State of the State of Delaware or (ii) the Corporation has effected a reverse stock split of the Common Stock in a ratio of at least 1 to 5 (1:5) in accordance with a Certificate of Amendment to the Charter filed by the Corporation with the Secretary of State of the State of Delaware. For the avoidance of doubt, the Warrant shall be exercisable (subject to the terms and conditions of the Warrant) with respect to the number of Warrant Shares, if any, issuable under the Warrant in excess of the number of Restricted Warrant Shares. |
| Cypherpunk Technologies Inc. - Waiver and Modification Agreement | 1 |
| b. | The Warrant is hereby modified to give effect the terms and conditions set forth above. |
| 2. | Waiver of Warrant Share Reserve Covenant. |
| a. | Notwithstanding anything to the contrary contained in the Warrant (including Section 8 of the Warrant), the Corporation shall have no obligation to reserve or keep available any shares of Common Stock for issuance or delivery upon exercise of the Warrant with respect to any or all of the Restricted Warrant Shares, until the occurrence of the Modified Permitted Exercise Date. |
| b. | The Holder hereby waives any rights under the Warrant with respect to the Corporation reserving or keeping available any shares of Common Stock for issuance or delivery upon exercise of the Warrant with respect to any or all of the Restricted Warrant Shares, until the occurrence of the Modified Permitted Exercise Date. |
| c. | For clarity, the foregoing provisions of this Section 2 shall not waive, alter, modify or change the Corporation’s obligation under Section 8 of the Warrant to reserve or keep available a sufficient number of shares of Common Stock for issuance or delivery upon exercise of the Warrant with respect to any and all of those Warrant Shares, if any, that are not Restricted Warrant Shares. |
| 3. | General. Except as expressly set forth herein, nothing in this Agreement shall be deemed or construed to amend, modify, or waive the Warrant or any term or provision thereof, which shall remain in full force and effect. This Agreement shall be construed in accordance with the internal laws of the State of Delaware, without giving effect to the principles of conflicts of laws thereof that would result in the application of the laws of any other jurisdiction. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. |
| Cypherpunk Technologies Inc. - Waiver and Modification Agreement | 2 |
IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the date first set forth above.
| CYPHERPUNK TECHNOLOGIES INC. | ||
| Signature: | /s/ Douglas E. Onsi | |
| Name: Douglas E. Onsi | ||
| Title: President & CEO | ||
| WINKLEVOSS TREASURY INVESTMENTS, LLC | ||
| Signature: | /s/ William McEvoy | |
| Name: William McEvoy | ||
| Title: Manager | ||
| Cypherpunk Technologies Inc. - Waiver and Modification Agreement | 3 |