0001104659-26-060662 | 10-Q | XBRL Viewer | Cypherpunk Technologies INC

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Net Loss Per Share - Antidilutive (Details) - shares	3 Months Ended
Net Loss Per Share - Antidilutive (Details) - shares	Mar. 31, 2026	Mar. 31, 2025
Net Loss Per Share
Anti-dilutive securities excluded from calculation of diluted net income (loss) per share	98,346,668	9,564,982
Restricted stock units to purchase common stock
Net Loss Per Share
Anti-dilutive securities excluded from calculation of diluted net income (loss) per share	16,681,971
Options to purchase common stock
Net Loss Per Share
Anti-dilutive securities excluded from calculation of diluted net income (loss) per share	3,757,238	6,279,666
Warrants to purchase common stock
Net Loss Per Share
Anti-dilutive securities excluded from calculation of diluted net income (loss) per share	77,907,459	3,285,316

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2026

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions are eliminated upon consolidation.

Use of Estimates

The presentation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents. Cash equivalents consisted of overnight investments and money market funds.

Digital Assets Receivable

As part of its digital asset strategy, the Company holds digital assets in the form of Zcash with Gemini Space Sciences LLC, a third-party custodian (“Gemini”). The Company does not control the digital assets for accounting purposes, and the contractual arrangement represents the Company’s enforceable contractual right to receive digital assets from the custodian on demand and is accounted for as a hybrid instrument under ASC 815, Derivatives and Hedging (“ASC 815”). The host contract represents a non-interest bearing receivable collectible on demand and is recorded at the transaction price, representing the fair value of the digital assets at the time of acquisition, and was $101,000 as of March 31, 2026.

The hybrid instrument contains an embedded derivative that is required to be bifurcated because the embedded exposure to changes in the fair value of the underlying digital assets is not clearly and closely related to the economic characteristics of the host receivable. The embedded derivative is subsequently measured at the fair value each reporting period, with changes in fair value recorded as an unrealized gain (loss) on change in fair value of embedded derivative in the Consolidated Statement of Operations. During the three months ended March 31, 2026, the Company recorded an unrealized loss on change in fair value of embedded derivative of ($77,555).

As digital assets receivable is collectible on demand, it’s classified as a current asset on the Company’s consolidated balance sheet. As of March 31, 2026, the Company had digital assets receivable of $73,849.

Research and Development Expense

Research and development costs are expensed as incurred. Research and development expenses include personnel costs associated with research and development activities, including noncash share-based compensation and costs for third-party contractors to perform research, conduct clinical trials and manufacture drug supplies and materials. The Company accrues costs incurred by external service providers, including contract research organizations and clinical investigators, based on its estimates of service performed and costs incurred. These estimates include the level of services performed by the third parties, patient enrollment in clinical trials, administrative costs incurred by the third parties, and other indicators of the services completed. Based on the timing of amounts invoiced by service providers, the Company may also record payments made to those providers as prepaid expenses that will be recognized as expenses in future periods as the related services are rendered.

Research and development incentive income and receivable

The Company recognizes other income from Australian research and development incentives when there is reasonable assurance that the income will be received, the relevant expenditure has been incurred, and the consideration can be reliably measured. The research and development incentive is one of the key elements of the Australian government’s support for Australia’s innovation system and is supported by legislative law primarily in the form of the Australian Income Tax Assessment Act 1997, as long as eligibility criteria are met.

Management has assessed the Company’s research and development activities and expenditures to determine which activities and expenditures are likely to be eligible under the research and development incentive regime described above. At each period end, management estimates the refundable tax offset available to the Company based on available information at the time.

Under the program, a percentage of eligible research and development expenses incurred by the Company through its subsidiary in Australia are reimbursed. The percentage was 43.5% for the year ended December 31, 2025 and for the three months ended March 31, 2026.

The research and development incentive receivable represents an amount due in connection with the above program. The Company recorded a research and development incentive receivable of $616 and $602 as of March 31, 2026 and December 31, 2025, respectively, in the condensed consolidated balance sheets. During the three months ended March 31, 2025, the Company recorded $55 of research and development incentive income. The Company did not record any Australian research and development incentives during the three months ended March 31, 2026.

The following table shows the change in the research and development incentive receivable from January 1, 2025 to March 31, 2026 (in thousands):


Balance at January 1, 2025	$	704
Australian research and development incentives		(157)
Foreign currency translation		55
Balance at December 31, 2025		602
Foreign currency translation		14
Balance at March 31, 2026	$	616

Foreign Currency Translation

The financial statements of the Company’s Australian subsidiary are measured using the local currency as the functional currency. The assets and liabilities of this subsidiary are translated into U.S. dollars at an exchange rate as of the consolidated balance sheet date. Equity is translated at historical exchange rates. Revenues and expenses are translated into U.S. dollars at average rates of exchange in effect during the period. The resulting cumulative translation adjustments have been recorded as a separate component of stockholders’ equity. Realized and unrealized foreign currency transaction gains and losses are included in the results of operations.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to credit risk consist principally of cash and cash equivalents. All cash and cash equivalents are held in United States or Australian financial institutions and money market funds. At times, the Company may maintain cash balances in excess of the federally insured amount of $250 per depositor, per insured bank, for each account ownership category. Although the Company currently believes that the financial institutions with whom it does business will be able to fulfill their commitments to the Company, there is no assurance that those institutions will be able to continue to do so. The Company has not experienced any credit losses associated with its balances in such accounts for the year ended December 31, 2025 or for the three months ended March 31, 2026.

Restructuring Charges

On June 23, 2025, the Company’s Board of Directors approved a series of measures to conserve cash and reduce operating costs, including (i) the completion of the DeFianCe clinical trial and the wind-down of the Company’s research and development activities, including the Company’s sirexatamab and FL-501 development programs, and (ii) a reduction in force that impacted approximately 75% of the Company’s workforce. The reduction in force was conducted in two phases (i) first, on June 30, 2025, that impacted the Company’s Chief Operating Officer, Chief Scientific Officer and Chief Manufacturing Officer and (ii) second, on July 31, 2025 that impacted the Chief Medical Officer of the Company. As a result of this workforce reduction, during the three months ended June 30, 2025, the Company incurred $4,527 of charges recorded within restructuring charges in the condensed consolidated statements of operations. The charges consisted primarily of one-time employee severance and benefit costs and stock-based compensation expense related to acceleration of vesting. During the three months ended March 31, 2026, the Company made cash payments of $694 against the severance accrual. As of March 31, 2026, $767 is accrued within accrued expenses for employee severance benefits.

Deferred Costs

The Company capitalizes certain legal, professional, accounting and other third-party fees that are directly associated with in-process equity financings as deferred costs until such financings are consummated. After consummation of the equity financing, these costs are recorded in stockholders’ equity as a reduction of additional paid-in capital generated as a result of the offering.

The Company recorded deferred offering costs of $385 and $401 as of March 31, 2026 and December 31, 2025, respectively, in the condensed consolidated balance sheets.

Deposits

As of March 31, 2026 and December 31, 2025, there were $33 and $662, respectively, of deposits made by the Company with certain service providers that are to be applied to future payments due under the service agreements or returned to the Company if not utilized, which were recorded in the condensed consolidated balance sheets.

Warrants

The Company will recognize on a prospective basis the value of the effect of the down round feature in the warrants to purchase shares of common stock that were issued in a private placement in March 2020 (the “March 2020 Coverage Warrants”) when it is triggered (i.e., when the exercise price is adjusted downward). This value is measured as the difference between (1) the financial instrument’s fair value (without the down round feature) using the pre-trigger exercise price and (2) the financial instrument’s fair value (with the down round feature) using the reduced exercise price. The value of the effect of the down round feature will be treated as a dividend and a reduction to income available to common stockholders in the basic earnings per share (“EPS”) calculation.

Fair Value of Financial Instruments

Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:

●

Level 1—Quoted prices in active markets for identical assets or liabilities.

●

Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data.

●

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.

A summary of the assets carried at fair value in accordance with the hierarchy defined above is as follows (in thousands):


	Total		Level 1		Level 2		Level 3
March 31, 2026
Assets:
Cash equivalents	$	4,870	$	4,870	$	—	$	—
Digital assets receivable	$	73,849	$	73,849	$	—		—
Total assets	$	78,719	$	78,719	$	—	$	—

December 31, 2025
Assets:
Cash equivalents	$	10,777	$	10,777	$	—	$	—
Digital assets receivable	$	147,404	$	147,404		—		—
Total assets	$	158,181	$	158,181	$	—	$	—

Cash equivalents of $4,870 and $10,777 as of March 31, 2026 and December 31, 2025, respectively, consisted of overnight investments and money market funds and are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices in active markets.

The fair value of the embedded derivative associated with Digital assets receivable is measured using the ask (best sell price) as of 11.00 p.m. Eastern Standard Time on the last day of the reporting period for Zcash in active markets in which the Company transacts. As the Digital assets receivable are collectible on demand, its fair value is directly based on observable market prices for the underlying digital asset without adjustment for credit risk, duration, or other entity-specific assumptions. Accordingly, the embedded derivative is classified within Level 1 of the fair value hierarchy under ASC 820, as its fair value is determined using quoted prices for identical assets in active markets.

The carrying value of the research and development incentive receivable, accounts payable and accrued expenses approximate their fair value due to the short-term nature of these assets and liabilities.

Leases

The Company accounts for leases in accordance with Accounting Standards Codification, or ASC, Topic 842, Leases.

At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present. Most leases with a term greater than one year are recognized on the balance sheet as right-of-use assets, lease liabilities and, if applicable, long-term lease liabilities. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term. The Company has determined that the rate implicit in the lease is not determinable and the Company does not have borrowings with similar terms and

collateral. Therefore, the Company considered a variety of factors, including observable debt yields from comparable companies and the volatility in the debt market for securities with similar terms, in determining that 8% was reasonable to use as the incremental borrowing rate for purposes of the calculation of lease liabilities.

In accordance with the guidance in Topic 842, components of a lease should be split into three categories: lease components (e.g., land, building, etc.), non-lease components (e.g., common area maintenance, maintenance, consumables, etc.), and non-components (e.g., property taxes, insurance, etc.). Then the fixed and in-substance fixed contract consideration (including any related to non-components) must be allocated based on fair values to the lease components and non-lease components.

Although separation of lease and non-lease components is required, certain practical expedients are available. Entities may elect the practical expedient to not separate lease and non-lease components. Rather, they would account for each lease component and the related non-lease component together as a single component. The Company has elected to account for the lease and non-lease components of each of its operating leases as a single lease component and allocate all of the contract consideration to the lease component only. The lease component results in an operating right-of-use asset being recorded on the consolidated balance sheets and amortized such that lease expense is recorded on a straight line basis over the term of the lease.

Segment Information

The Company’s chief operating decision maker (“CODM”), the Chief Executive Officer, manages the Company’s business activities as a single operating and reportable segment at the consolidated level. Accordingly, the Company’s CODM uses consolidated net operating loss to measure segment loss, allocate resources and assess performance. Further, the CODM reviews and utilizes functional expenses (research and development and general and administrative) at the consolidated level to manage the Company’s operations. Other segment items included in consolidated net loss are interest income and foreign currency gain (loss), which are reflected in the consolidated statements of operations and comprehensive loss.

Net Loss per Share

Basic net loss per share is computed using the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed using the weighted average number of common shares outstanding during the period and, if dilutive, the weighted average number of potential shares of common stock, including the assumed exercise of stock options and warrants.

Subsequent Events

The Company considers events or transactions that occur after the balance sheet date but prior to the issuance of the financial statements to provide additional evidence for certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated as required.

Recently Issued Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that the Company adopts as of the specified date.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), and in January 2025, the FASB issued Accounting Standards Update No. 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03, as clarified by ASU 2025-01, will be effective for annual reporting periods beginning after December 15, 2026 on a prospective basis. Both early adoption and retrospective application are permitted. The Company is currently evaluating the impact that the adoption of these standards will have on its consolidated financial statements and disclosures.

Nature of Business, Basis of Presentation and Liquidity	3 Months Ended
Mar. 31, 2026
Nature of Business, Basis of Presentation and Liquidity
Nature of Business, Basis of Presentation and Liquidity	1. Nature of Business, Basis of Presentation and Liquidity Nature of Business Cypherpunk Technologies Inc. (Nasdaq:CYPH) (“the Company”) was incorporated in the state of Delaware on January 3, 2011. Wholly owned subsidiaries of the Company as of March 31, 2026 include HealthCare Pharmaceuticals Pty Ltd. (“HCP Australia”), Leap Securities Corp., Flame Biosciences LLC and Leap Therapeutics, Inc. Historically, the Company has been a biopharmaceutical company developing biomarker-targeted antibody therapies designed to treat patients with cancer. The Company’s clinical stage program is sirexatamab (DKN-01), a monoclonal antibody that inhibits Dickkopf-related protein 1, or DKK1. The Company also has a preclinical antibody program, FL-501, that is designed to treat cachexia-related indications. The Company has in the past devoted substantially all its resources to development efforts relating to its product candidates, including manufacturing and conducting clinical trials of its product candidates, providing general and administrative support for these operations and protecting its intellectual property. The Company does not have any products approved for sale and has not generated any revenue from product sales. The Company has funded its operations primarily through proceeds from its sales of common stock and preferred stock and proceeds from the issuance of notes payable. In October 2025, the Company announced a $58,888 private placement, led by Winklevoss Capital, and the intent to initiate a digital asset treasury strategy. Immediately following the closing of the private placement, the Company initiated a strategy to deploy a portion of its capital raised that is not required to provide working capital for its ongoing operations to accumulate digital assets, focused on Zcash. Zcash is a protocol and blockchain network of connected devices all over the world, working together to validate transactions and maintain the Zcash ledger. ZEC is the monetary unit, or coin, of Zcash. Zcash allows for transactional privacy, providing users with options for fully shielded transactions in which the sender, recipient, and amount are encrypted. On November 12, 2025, the Company changed its name from “Leap Therapeutics, Inc.” to “Cypherpunk Technologies Inc.” and changed its trading symbol from “LPTX” to “CYPH”. The Company was renamed to Cypherpunk Technologies Inc. to reflect the strategic focus on acquiring ZEC, participating in the development of Zcash, and the values of privacy and liberty. The Company’s ongoing research and development operations are being conducted under a new wholly-owned subsidiary named “Leap Therapeutics, Inc.”, which was incorporated in November 2025. Basis of Presentation The December 31, 2025 year-end condensed consolidated balance sheet data in the accompanying interim condensed consolidated financial statements was derived from audited consolidated financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2025, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 16, 2026. The accompanying interim condensed consolidated financial statements are unaudited and have been prepared on the same basis as the audited consolidated financial statements as of and for the year ended December 31, 2025. In the opinion of management, the accompanying condensed consolidated financial statements contain all adjustments which are necessary for the fair presentation of the Company’s financial position as of March 31, 2026, statements of operations and statements of comprehensive loss for the three months ended March 31, 2026 and 2025 and statements of cash flows for the three months ended March 31, 2026 and 2025. Such adjustments are of a normal and recurring nature. The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2026. Liquidity Since inception, the Company has been engaged in organizational activities, including raising capital, and research and development activities, and in October 2025, the Company implemented its digital asset treasury strategy. The Company has not yet achieved profitable operations, nor has it ever generated positive cash flows from operations, and the Company does not have a product that has been approved by the Food and Drug Administration (the “FDA”). There is no assurance that profitable operations from the Company’s privacy technology/digital asset treasury strategy or biotechnology research and development operations, if achieved, could be sustained on a continuing basis. Further, the Company’s future operations are dependent on the success of the Company’s efforts to raise additional capital, the success of the privacy technology/digital asset treasury strategy, its biotechnology research and commercialization efforts, regulatory approval, and, ultimately, the market acceptance of the Company’s products. In accordance with Accounting Standards Codification (“ASC”) 205-40, Going Concern, the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the condensed consolidated financial statements are issued. As of March 31, 2026, the Company had cash and cash equivalents of $6,689 and ZEC treasury holdings categorized as a digital asset receivable valued at $73,849. Additionally, the Company had an accumulated deficit of $539,715 at March 31, 2026 and during the three months ended March 31, 2026, the Company incurred a net loss of $77,166. The Company expects to continue to generate operating losses for the foreseeable future. The Company believes that its cash and cash equivalents of $6,689 as of March 31, 2026 together with its ability to raise additional capital from the $200,000 Sales Agreement with Cantor, will be sufficient to fund its operating expenses for at least the next 12 months from issuance of these financial statements. In addition, to support its future operations and recently announced digital asset treasury strategy, the Company will likely seek additional funding through public or private equity financings or government programs, and, for its biotechnology operations, will likely seek funding or development program cost-sharing through collaboration agreements or licenses with larger pharmaceutical or biotechnology companies. The inability to obtain funding, as and when needed, could have a negative impact on the Company’s financial condition and ability to pursue its business strategies.

Nature of Business, Basis of Presentation and Liquidity

3 Months Ended

Mar. 31, 2026

Nature of Business, Basis of Presentation and Liquidity

Nature of Business, Basis of Presentation and Liquidity

1. Nature of Business, Basis of Presentation and Liquidity

Nature of Business

Cypherpunk Technologies Inc. (Nasdaq:CYPH) (“the Company”) was incorporated in the state of Delaware on January 3, 2011. Wholly owned subsidiaries of the Company as of March 31, 2026 include HealthCare Pharmaceuticals Pty Ltd. (“HCP Australia”), Leap Securities Corp., Flame Biosciences LLC and Leap Therapeutics, Inc.

Historically, the Company has been a biopharmaceutical company developing biomarker-targeted antibody therapies designed to treat patients with cancer. The Company’s clinical stage program is sirexatamab (DKN-01), a monoclonal antibody that inhibits Dickkopf-related protein 1, or DKK1. The Company also has a preclinical antibody program, FL-501, that is designed to treat cachexia-related indications.

The Company has in the past devoted substantially all its resources to development efforts relating to its product candidates, including manufacturing and conducting clinical trials of its product candidates, providing general and administrative support for these operations and protecting its intellectual property. The Company does not have any products approved for sale and has not generated any revenue from product sales. The Company has funded its operations primarily through proceeds from its sales of common stock and preferred stock and proceeds from the issuance of notes payable.

In October 2025, the Company announced a $58,888 private placement, led by Winklevoss Capital, and the intent to initiate a digital asset treasury strategy. Immediately following the closing of the private placement, the Company initiated a strategy to deploy a portion of its capital raised that is not required to provide working capital for its ongoing operations to accumulate digital assets, focused on Zcash. Zcash is a protocol and blockchain network of connected devices all over the world, working together to validate transactions and maintain the Zcash ledger. ZEC is the monetary unit, or coin, of Zcash. Zcash allows for transactional privacy, providing users with options for fully shielded transactions in which the sender, recipient, and amount are encrypted.

On November 12, 2025, the Company changed its name from “Leap Therapeutics, Inc.” to “Cypherpunk Technologies Inc.” and changed its trading symbol from “LPTX” to “CYPH”. The Company was renamed to Cypherpunk Technologies Inc. to reflect the strategic focus on acquiring ZEC, participating in the development of Zcash, and the values of privacy and liberty. The Company’s ongoing research and development operations are being conducted under a new wholly-owned subsidiary named “Leap Therapeutics, Inc.”, which was incorporated in November 2025.

Basis of Presentation

The December 31, 2025 year-end condensed consolidated balance sheet data in the accompanying interim condensed consolidated financial statements was derived from audited consolidated financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2025, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 16, 2026.

The accompanying interim condensed consolidated financial statements are unaudited and have been prepared on the same basis as the audited consolidated financial statements as of and for the year ended December 31, 2025. In the opinion of management, the accompanying condensed consolidated financial statements contain all adjustments which are necessary for the fair presentation of the Company’s financial position as of March 31, 2026, statements of operations and statements of comprehensive loss for the three months ended March 31, 2026 and 2025 and statements of cash flows for the three months ended March 31, 2026 and 2025. Such adjustments are of a normal and recurring nature. The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2026.

Liquidity

Since inception, the Company has been engaged in organizational activities, including raising capital, and research and development activities, and in October 2025, the Company implemented its digital asset treasury strategy. The Company has not yet achieved profitable operations, nor has it ever generated positive cash flows from operations, and the Company does not have a product that has been approved by the Food and Drug Administration (the “FDA”). There is no assurance that profitable operations from the Company’s privacy technology/digital asset treasury strategy or biotechnology research and development operations, if achieved, could be sustained on a continuing basis. Further, the Company’s future operations are dependent on the success of the Company’s efforts to raise additional capital, the success of the privacy technology/digital asset treasury strategy, its biotechnology research and commercialization efforts, regulatory approval, and, ultimately, the market acceptance of the Company’s products.

In accordance with Accounting Standards Codification (“ASC”) 205-40, Going Concern, the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the condensed consolidated financial statements are issued. As of March 31, 2026, the Company had cash and cash equivalents of $6,689 and ZEC treasury holdings categorized as a digital asset receivable valued at $73,849. Additionally, the Company had an accumulated deficit of $539,715 at March 31, 2026 and during the three months ended March 31, 2026, the Company incurred a net loss of $77,166. The Company expects to continue to generate operating losses for the foreseeable future.

The Company believes that its cash and cash equivalents of $6,689 as of March 31, 2026 together with its ability to raise additional capital from the $200,000 Sales Agreement with Cantor, will be sufficient to fund its operating expenses for at least the next 12 months from issuance of these financial statements.

In addition, to support its future operations and recently announced digital asset treasury strategy, the Company will likely seek additional funding through public or private equity financings or government programs, and, for its biotechnology operations, will likely seek funding or development program cost-sharing through collaboration agreements or licenses with larger pharmaceutical or biotechnology companies. The inability to obtain funding, as and when needed, could have a negative impact on the Company’s financial condition and ability to pursue its business strategies.

Income Taxes (Details) $ in Thousands	3 Months Ended
Income Taxes (Details) $ in Thousands	Mar. 31, 2026 USD ($)
Income Taxes
Benefit from income taxes	$ 5,118

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

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-Section 50
-Paragraph 22
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(9))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477250/944-220-S99-1

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Subparagraph (a)
-SubTopic 20
-Topic 740
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482659/740-20-45-2

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

+ Details

Leases

3 Months Ended

Mar. 31, 2026

Leases

Leases

7. Leases

The Company has an operating lease for real estate in the United States and does not have any finance leases. The Company’s leases may contain options to renew and extend lease terms and options to terminate leases early. Reflected in the right-of-use asset and lease liability on the Company’s consolidated balance sheets are the periods provided by renewal and extension options that the Company is reasonably certain to exercise, as well as the periods provided by termination options that the Company is reasonably certain to not exercise.

The Company’s lease agreement for the premises located at 47 Thorndike Street (the “47 Thorndike Street Lease”) was set to expire on July 31, 2025. On July 1, 2025 the Company entered into a Fifth Amendment to the Lease (“Fifth Amendment”) with Landlord, extending the 47 Thorndike Street Lease as a tenancy-at will (as amended, the “Lease”). The term of the Lease expires on the later of August 31, 2025 or the last day of any month identified by notice by the Company or Landlord to the other, not less than sixty (60) days in advance. The Lease includes variable lease and non-lease components that are not included in the right-of-use asset and lease liability and are reflected as an expense in the period incurred. Such payments primarily include common area maintenance charges.

In calculating the present value of future lease payments, the Company utilized its incremental borrowing rate based on the lease term. The Company has an existing net lease in which the non-lease components (e.g. common area maintenance, maintenance, consumables, etc.) are paid separately from rent based on actual costs incurred and therefore are not included in the right-of-use asset and lease liability and are reflected as an expense in the period incurred. In connection with the Fifth Amendment, the Company recorded an additional right of-of-use asset and lease liability of $38. As of March 31, 2026, a right-of-use asset of $38 and lease liability of $38 are reflected on the condensed consolidated balance sheet. The Company recorded rent expense of $69 and $118, respectively, during the three months ended March 31, 2026 and 2025. Cash paid for amounts included in the measurement of lease liabilities was $58 and $117, respectively, during the three months ended March 31, 2026 and 2025.

Future lease payments under non-cancelable operating leases as of March 31, 2026 are detailed as follows:


Future Operating Lease Payments
2026	$	38
Total Lease Payments		38
Less: imputed interest		—
Total operating lease liabilities	$	38

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2026

Summary of Significant Accounting Policies

Schedule of change in the research and development incentive receivable

The following table shows the change in the research and development incentive receivable from January 1, 2025 to March 31, 2026 (in thousands):


Balance at January 1, 2025	$	704
Australian research and development incentives		(157)
Foreign currency translation		55
Balance at December 31, 2025		602
Foreign currency translation		14
Balance at March 31, 2026	$	616

Schedule of assets and liabilities carried at fair value in accordance with the hierarchy

A summary of the assets carried at fair value in accordance with the hierarchy defined above is as follows (in thousands):


	Total		Level 1		Level 2		Level 3
March 31, 2026
Assets:
Cash equivalents	$	4,870	$	4,870	$	—	$	—
Digital assets receivable	$	73,849	$	73,849	$	—		—
Total assets	$	78,719	$	78,719	$	—	$	—

December 31, 2025
Assets:
Cash equivalents	$	10,777	$	10,777	$	—	$	—
Digital assets receivable	$	147,404	$	147,404		—		—
Total assets	$	158,181	$	158,181	$	—	$	—

Net Loss Per Share (Tables)

3 Months Ended

Mar. 31, 2026

Net Loss Per Share

Schedule of basic and diluted net income (loss) per share

Basic and diluted net loss per share for the three months ended March 31, 2026 and 2025 was calculated as follows (in thousands except share and per share amounts).


	Three Months Ended March 31,
	2026		2025
Numerator:
Net loss	$	(77,166)	$	(15,435)
Net loss attributable to common stockholders for basic and diluted loss per share	$	(77,166)	$	(15,435)

Denominator:
Weighted average number of common shares outstanding – basic and diluted		168,103,535		41,268,894
Net loss per share attributable to common stockholders – basic and diluted	$	(0.46)	$	(0.37)

Schedule of potentially anti-dilutive securities excluded from calculation of diluted net income (loss) per share


		Three Months Ended March 31,
		2026		2025
Restricted stock units to purchase common stock		16,681,971		—
Options to purchase common stock		3,757,238		6,279,666
Warrants to purchase common stock		77,907,459		3,285,316
		98,346,668		9,564,982

Warrants - October 2025 Pre-funded Warrants and Common Stock Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended
	Oct. 31, 2025	Mar. 31, 2026
October 2025 Pre-funded warrants
Warrants
Exercise price per share		$ 0.001
October 2025 Pre-funded warrants \| Private Placement
Warrants
Warrant to purchase shares of common stock	80,768,504
Exercise price per share	$ 0.001
Number of securities called by each warrant or right	1
October 2025 Private Placement \| Private Placement
Warrants
Warrant to purchase shares of common stock	71,985,605
Exercise price per share	$ 0.5335
Number of securities called by each warrant or right	1
October 2025 Private Placement \| Placement agent warrants
Warrants
Warrant to purchase shares of common stock	4,000,000
Exercise price per share	$ 0.5335
Placement agent expense	$ 1,500
Placement agent expense paid in cash	$ 1,000
Placement agent warrants, restriction period	6 months

Stock Subscription Receivable (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2026	Dec. 31, 2025	Nov. 30, 2025
Stock Subscription Receivable
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Stock subscription receivable		$ 150
Collection of stock subscription receivable	$ 150
Cantor Fitzgerald And Co
Stock Subscription Receivable
Common stock, par value (in dollars per share)		$ 0.001	$ 0.001
Aggregate offering price	200,000	$ 200,000	$ 200,000
Common stock issued		122,000
Net proceeds		$ 150
Stock subscription receivable	0	$ 150
Collection of stock subscription receivable	$ 150

Warrants (Details)	Mar. 31, 2026 $ / shares shares
Warrants
Number of common shares issuable \| shares	158,681,413
January 23, 2017 Warrants
Warrants
Number of common shares issuable \| shares	5,450
Exercise price of warrant \| $ / shares	$ 0.1
March 2020 Coverage Warrants
Warrants
Number of common shares issuable \| shares	1,921,854
Exercise price of warrant \| $ / shares	$ 21.1
October 2025 Pre-funded warrants
Warrants
Number of common shares issuable \| shares	80,768,504
Exercise price of warrant \| $ / shares	$ 0.001
October 2025 Common Warrants-Investors
Warrants
Number of common shares issuable \| shares	71,985,605
Exercise price of warrant \| $ / shares	$ 0.5335
October 2025 Common Warrants-Placement Agent Warrants
Warrants
Number of common shares issuable \| shares	4,000,000
Exercise price of warrant \| $ / shares	$ 0.5335
2019 Warrants
Warrants
Exercise price of warrant \| $ / shares	$ 19.5

Accrued Expenses (Details) - USD ($) $ in Thousands	Mar. 31, 2026	Dec. 31, 2025
Accrued Expenses
Clinical trials		$ 98
Professional fees	$ 953	203
Payroll and related expenses	246	305
Severance	767	1,461
Accrued expenses	$ 1,966	$ 2,067

Other Investment (Details) $ in Thousands	3 Months Ended
Other Investment (Details) $ in Thousands	Mar. 31, 2026 USD ($)
Other Investment
Amount of Investment	$ 5,000
Investment in SAFE	5,000
ZODL
Other Investment
Amount of Investment	5,000
Investment to be converted into preferred stock	$ 25,000

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section S99
-Paragraph 6
-Subparagraph (SX 210.12-14(Column A)(Footnote 1)(b)(1))
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-URI https://asc.fasb.org/1943274/2147477271/946-320-S99-6

Reference 48: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section S99
-Paragraph 6
-Subparagraph (SX 210.12-14(Column B))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477271/946-320-S99-6

Reference 49: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
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Reference 50: http://www.xbrl.org/2003/role/disclosureRef
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Reference 51: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
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Reference 52: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
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Reference 53: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 54: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 6
-Subparagraph (SX 210.12-14(Column A)(Footnote 1)(b)(3))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477271/946-320-S99-6

Reference 55: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 6
-Subparagraph (SX 210.12-14(Column A)(Footnote 1)(b)(4))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477271/946-320-S99-6

Reference 56: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 6
-Subparagraph (SX 210.12-14(Column A)(Footnote 1)(b)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477271/946-320-S99-6

Reference 57: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
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-Paragraph 6
-Subparagraph (SX 210.12-14(Column A)(Footnote 1)(b))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477271/946-320-S99-6

Reference 58: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section S99
-Paragraph 6
-Subparagraph (SX 210.12-14(Column A)(Footnote 3))
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-URI https://asc.fasb.org/1943274/2147477271/946-320-S99-6

Reference 59: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
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-Paragraph 6
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-URI https://asc.fasb.org/1943274/2147477271/946-320-S99-6

Reference 60: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 6
-Subparagraph (SX 210.12-14(Column F)(Footnote 5)(a))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477271/946-320-S99-6

Reference 61: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 6
-Subparagraph (SX 210.12-14(Column F)(Footnote 7))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477271/946-320-S99-6

Reference 62: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 6
-Subparagraph (SX 210.12-14(Column F)(Footnote 8))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477271/946-320-S99-6

Reference 63: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
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-Paragraph 6
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Reference 64: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section S99
-Paragraph 19
-Subparagraph (1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477271/946-320-S99-19

Reference 65: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section S99
-Paragraph 19
-Subparagraph (3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477271/946-320-S99-19

+ Details

Digital Assets Receivable

3 Months Ended

Mar. 31, 2026

Digital Assets Receivable

Digital Assets Receivable

3. Digital Assets Receivable

As of March 31, 2026, the Company has acquired 303,466.92 ZEC tokens at a weighted average cost of $332.82 per token, for an aggregate purchase price of $101,000. The acquired digital assets are held with Gemini, a third-party exchange and custodian, and the arrangement is accounted for as a hybrid instrument consisting of (i) a host contract representing the right to receive digital assets on demand, and (ii) an embedded derivative indexed to changes in the fair value of the underlying digital assets.

Digital assets receivable is initially recorded at the transaction price, and the embedded derivative is subsequently measured at the fair value of the underlying digital assets to be received. Changes in fair value of the embedded derivative are recognized as unrealized gains (losses) on the change in fair value of embedded derivative in the consolidated statement of operations. The carrying value of the host contract and the embedded derivative as of March 31, 2026, was $101,000, and ($27,151), respectively, which are presented together as digital assets receivable on the accompanying consolidated balance sheet.

The balance of digital assets receivable was $73,849 and $147,404 as of March 31, 2026 and December 31, 2025, respectively. The Company recorded an unrealized loss on embedded derivative of $77,555 during the three months ended March 31, 2026.

Summary of Significant Accounting Policies (Details) $ in Thousands		3 Months Ended			12 Months Ended
	Jun. 23, 2025 item	Mar. 31, 2026 USD ($) segment	Jun. 30, 2025 USD ($)	Mar. 31, 2025 USD ($)	Dec. 31, 2025 USD ($)
Digital Assets Receivable
Fair value of digital assets		$ 101,000
Unrealized loss on embedded derivative		(77,555)
Digital assets receivable		$ 73,849			$ 147,404
Research and development incentive income and receivable
Research and development expenses reimbursed (as a percent)		43.50%			43.50%
Research and development incentive receivable		$ 616			$ 602
Australian research and development incentives				$ 55
Deferred costs		385			401
Research and development incentive income and receivable
Balance at the beginning of the period		602		704	704
Foreign currency translation		14			55
Australian research and development incentives		0		$ 55	(157)
Balance at the end of the period		616			602
Number of Positions Eliminated, Period Percent	75.00%
Restructuring and related cost, reduction in workforce, number of phases \| item	2
Restructuring charges			$ 4,527
Cash payment against the severance accrual		694
Accrued restructuring charges		$ 767			1,461
Incremental borrowing rate		8.00%
Number of Reportable Segments \| segment		1
Number of Operating Segments \| segment		1
Other Assets
Deposits		$ 33			662
License and Service
Other Assets
Deposits		$ 33			$ 662

Warrants - March 2020, September 2021, April 2024 Pre-funded Warrants (Details)	3 Months Ended
	Mar. 31, 2026 shares
March 2020 Pre-funded Warrants
Warrants
Warrants exercised	824,718
Stock issued during period	809,558
September 2021 Pre-funded Warrants
Warrants
Warrants exercised	591,603
Stock issued during period	590,424
April 2024 Pre-funded Warrants
Warrants
Warrants exercised	1,523,404
Stock issued during period	1,521,059

Net Loss Per Share - Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025
Numerator:
Net loss	$ (77,166)	$ (15,435)
Net loss attributable to common stockholders for basic loss per share	(77,166)	(15,435)
Net loss attributable to common stockholders for diluted loss per share	$ (77,166)	$ (15,435)
Denominator:
Weighted average number of common shares outstanding - basic	168,103,535	41,268,894
Weighted average common shares outstanding - diluted	168,103,535	41,268,894
Net loss per share attributable to common stockholders - basic	$ (0.46)	$ (0.37)
Net loss per share attributable to common stockholders - diluted	$ (0.46)	$ (0.37)
Number of weighted average common shares issuable upon the exercise of the pre-funded warrants and penny warrants	80,773,954	5,450

Equity Incentive Plans (Tables)

3 Months Ended

Mar. 31, 2026

Equity Incentive Plans

Schedule of stock option activity under the Equity Plans


				Weighted			Weighted
				Average			Average		Aggregate
				Exercise Price			Remaining		Intrinsic
		Options		Per Share			Life in Years		Value
Outstanding at December 31, 2025		3,757,238		$	7.46		7.28		$	—
Outstanding at March 31, 2026		3,757,238		$	7.46		7.03		$	—
Options exercisable at March 31, 2026		2,620,562		$	10.06		6.01
Options vested and expected to vest at March 31, 2026		3,757,238		$	7.46		7.03		$	—

Schedule of RSU activity under the 2016 Plan


				Weighted
				Average Grant
		Number of Shares		Date Fair Value
Outstanding at December 31, 2025		18,305,221		$	1.05
Settled by the issuance of common stock		(1,623,250)		$	0.87
Outstanding at March 31, 2026		16,681,971		$	1.07

Schedule of recognized stock-based compensation expense related to the issuance of stock option awards and RSUs to employees and non-employees in the condensed consolidated statements of operations


	Three Months Ended March 31,
	2026		2025
Research and development	$	—	$	634
General and administrative		2,131		570
Total	$	2,131	$	1,204

Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2026

Summary of Significant Accounting Policies

Principles of Consolidation

Use of Estimates

Cash and Cash Equivalents

Cash and Cash Equivalents

Digital Assets Receivable

Digital Assets Receivable

Research and Development Expense

Research and Development Expense

Research and development incentive income and receivable

The following table shows the change in the research and development incentive receivable from January 1, 2025 to March 31, 2026 (in thousands):


Balance at January 1, 2025	$	704
Australian research and development incentives		(157)
Foreign currency translation		55
Balance at December 31, 2025		602
Foreign currency translation		14
Balance at March 31, 2026	$	616

Foreign Currency Translation

Concentration of Credit Risk

Concentration of Credit Risk

Restructuring Charges

Restructuring Charges

Deferred Costs

Deferred Costs

The Company recorded deferred offering costs of $385 and $401 as of March 31, 2026 and December 31, 2025, respectively, in the condensed consolidated balance sheets.

Deposits

Deposits

Warrants

Warrants

Fair Value of Financial Instruments

Fair Value of Financial Instruments

●

Level 1—Quoted prices in active markets for identical assets or liabilities.

●

A summary of the assets carried at fair value in accordance with the hierarchy defined above is as follows (in thousands):


	Total		Level 1		Level 2		Level 3
March 31, 2026
Assets:
Cash equivalents	$	4,870	$	4,870	$	—	$	—
Digital assets receivable	$	73,849	$	73,849	$	—		—
Total assets	$	78,719	$	78,719	$	—	$	—

December 31, 2025
Assets:
Cash equivalents	$	10,777	$	10,777	$	—	$	—
Digital assets receivable	$	147,404	$	147,404		—		—
Total assets	$	158,181	$	158,181	$	—	$	—

Leases

Leases

The Company accounts for leases in accordance with Accounting Standards Codification, or ASC, Topic 842, Leases.

Segment Information

Segment Information

Net Loss per Share

Subsequent Events

Subsequent Events

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that the Company adopts as of the specified date.

Leases - Future minimum lease payments (Details) $ in Thousands	Mar. 31, 2026 USD ($)
Leases
2026	$ 38
Total Lease Payments	38
Total operating lease liabilities	$ 38

Subsequent Events (Details) $ / shares in Units, $ in Thousands	1 Months Ended	3 Months Ended	6 Months Ended
	May 13, 2026 USD ($) $ / shares shares	Mar. 31, 2026 USD ($) $ / shares shares	Jun. 30, 2026 $ / shares	Dec. 31, 2025 USD ($)
Subsequent Events
Number of crypto asset units purchased		303,466.92
Average purchase price per unit of crypto asset \| $ / shares		$ 332.82
Digital assets receivable		$ 73,849		$ 147,404
Change in fair value of embedded derivative		(77,555)
Amount of Investment		$ 5,000
Subsequent event
Subsequent Events
Number of crypto asset units purchased	10,718.78
Average purchase price per unit of crypto asset \| $ / shares	$ 480.47		$ 550
Digital assets receivable	$ 172,802
Change in fair value of embedded derivative	$ 93,803
Subsequent event \| Minimum
Subsequent Events
Average purchase price per unit of crypto asset \| $ / shares	$ 250
Subsequent event \| Maximum
Subsequent Events
Average purchase price per unit of crypto asset \| $ / shares	$ 600
At the Market Offering
Subsequent Events
Common stock issued \| shares		8,453,227
Net proceeds		$ 5,745
At the Market Offering \| Subsequent event
Subsequent Events
Common stock issued \| shares	12,536,954
Net proceeds	$ 11,998
ZODL
Subsequent Events
Amount of Investment		5,000
Investment to be converted into preferred stock		$ 25,000

Equity Incentive Plans

3 Months Ended

Mar. 31, 2026

Equity Incentive Plans

Equity Incentive Plans

10. Equity Incentive Plans

Equity Incentive Plans

On January 20, 2017, the Company’s stockholders approved the 2016 Equity Incentive Plan (the “2016 Plan”). Beginning on January 1, 2018, the number of shares of common stock authorized for issuance pursuant to the 2016 Plan was increased each January 1 by an amount equal to 4% of the Company’s outstanding common stock as of the end of the immediately preceding calendar year or such lesser amount as determined by the compensation committee of the Company’s board of directors.

On June 16, 2022, the Company’s stockholders approved the 2022 Equity Incentive Plan (the “2022 Plan”), which provides for a total of 750,000 new shares of the Company’s common stock to be granted. In addition, on June 16, 2023, and July 2, 2024, stockholders approved new shares of the Company’s common stock to be added to the 2022 Plan for future issuance of 2,250,000 and 2,000,000, respectively.

On December 15, 2025, the Company held a special meeting of stockholders (the “Special Meeting”). The Company’s stockholders voted to approve the adoption of the Company’s 2025 Equity Incentive Plan (the “2025 Plan”) at the Special Meeting, and the 2025 Plan became immediately effective upon such approval. The 2025 Plan, among other matters, provides for a total of 31,454,785 shares of the Company’s common stock, $0.001 par value per share that can be covered by grants, as may be adjusted from time to time on the terms described therein. Also in connection with the Special Meeting, the Company increased its authorized shares from 250,000,000 shares to 500,000,000 shares (490,000,000 shares are designated as Common Stock).

As of March 31, 2026, there were 12,698,368 shares available for grant under the Company’s equity incentive plans.

A summary of stock option activity under the Equity Plans is as follows:


				Weighted			Weighted
				Average			Average		Aggregate
				Exercise Price			Remaining		Intrinsic
		Options		Per Share			Life in Years		Value
Outstanding at December 31, 2025		3,757,238		$	7.46		7.28		$	—
Outstanding at March 31, 2026		3,757,238		$	7.46		7.03		$	—
Options exercisable at March 31, 2026		2,620,562		$	10.06		6.01
Options vested and expected to vest at March 31, 2026		3,757,238		$	7.46		7.03		$	—

Stock options generally vest over a three or four year period, as determined by the compensation committee of the Board of Directors at the time of grant. The options expire 10 years from the grant date. As of March 31, 2026, there was approximately $1,336 of unrecognized compensation cost related to non-vested stock options, which is expected to be recognized over a remaining weighted-average period of approximately 1.47 years.

Restricted Stock Units (“RSUs”)

The Company did not grant any RSUs during the three months ended March 31, 2026 and 2025.

The following table presents RSU activity under the Company’s Equity Incentive Plans during the three months ended March 31, 2026:


				Weighted
				Average Grant
		Number of Shares		Date Fair Value
Outstanding at December 31, 2025		18,305,221		$	1.05
Settled by the issuance of common stock		(1,623,250)		$	0.87
Outstanding at March 31, 2026		16,681,971		$	1.07

During the three months ended March 31, 2026, 1,623,250 vested RSUs were settled by the issuance of common stock and as of March 31, 2026, there were 16,681,971 shares outstanding covered by RSUs that are expected to vest with a weighted average grant date fair value of $1.07 per share and an aggregate grant date fair value of $17,850. As of March 31, 2026, there was approximately $15,778 of unrecognized compensation costs related to RSUs granted to employees, which are expected to be recognized as expense over a remaining weighted average period of 2.53 years.

The Company recognized stock-based compensation expense related to the issuance of stock option awards and RSUs to employees and non-employees in the condensed consolidated statements of operations during the three months ended March 31, 2026 and 2025 as follows:

Stock Based Compensation Expense


	Three Months Ended March 31,
	2026		2025
Research and development	$	—	$	634
General and administrative		2,131		570
Total	$	2,131	$	1,204

Common Stock (Details) $ / shares in Units, $ in Thousands			3 Months Ended	12 Months Ended
Common Stock (Details) $ / shares in Units, $ in Thousands	Oct. 08, 2025 USD ($)	Oct. 06, 2025 director $ / shares shares	Mar. 31, 2026 USD ($) Vote $ / shares shares	Dec. 31, 2025 USD ($) item $ / shares shares	Nov. 30, 2025 USD ($) $ / shares
Common Stock
Number of vote on common shares \| Vote			1
Dividend declared \| $			$ 0
Common stock, par value (in dollars per share) \| $ / shares			$ 0.001	$ 0.001
Maximum number of directors on the Board \| director		12
Deferred costs \| $			$ 385	$ 401
October 2025 Pre-funded warrants
Common Stock
Exercise price per share \| $ / shares			$ 0.001
Cantor Fitzgerald And Co
Common Stock
Common stock issued \| shares				122,000
Common stock, par value (in dollars per share) \| $ / shares				$ 0.001	$ 0.001
Aggregate offering price \| $			$ 200,000	$ 200,000	$ 200,000
Gross proceeds from sale of shares				1.50%
Termination Prior Notice \| item				10
October 2025 Private Placement
Common Stock
Common stock issued \| shares		15,212,311
Common stock, par value (in dollars per share) \| $ / shares		$ 0.001
Price per share (in dollars per share) \| $ / shares		0.52064
Warrant issued (in dollars per share) \| $ / shares		$ 0.61339
Gross proceeds from private placement \| $	$ 58,888
Net proceeds \| $	$ 57,170
October 2025 Private Placement \| October 2025 common warrants
Common Stock
Common Stock exercisable \| shares		1
Exercise price per share \| $ / shares		$ 0.5335
Aggregate purchase price of common warrants \| $ / shares		$ 0.61439
Warrant to purchase shares of common stock \| shares		71,985,605
October 2025 Private Placement \| October 2025 Pre-funded warrants
Common Stock
Common Stock exercisable \| shares		1
Exercise price per share \| $ / shares		$ 0.001
Warrant to purchase shares of common stock \| shares		80,768,504
Warrant issued (in dollars per share) \| $ / shares		$ 0.51964
At the Market Offering
Common Stock
Common stock issued \| shares			8,453,227
Net proceeds \| $			$ 5,745
Net proceeds \| $			5,761
Net of commissions \| $			88
Deferred offering costs \| $			544
Amortization of Stock Issuance Costs \| $			$ 16
Winklevoss Capital
Common Stock
Ownership percentage		19.90%

Common Stock

3 Months Ended

Mar. 31, 2026

Common Stock

Common Stock

9. Common Stock

Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Common stockholders are entitled to receive dividends, as may be declared by the Board of Directors, if any, subject to the preferential dividend rights of the preferred stockholders. Through March 31, 2026, no dividends have been declared for shares of common stock.

Private Placement – October 2025

Securities Purchase Agreement

On October 6, 2025, the Company entered into a Securities Purchase Agreement with Winklevoss Treasury Investments, LLC (“Winklevoss Capital”) as Lead Investor (the “Lead Investor”) and the other investors named therein, for the private placement of (i) 15,212,311 shares of Company common stock, par value $0.001 per share, at an offering price of $0.52064 per share (the “October 2025 Shares”), (ii) pre-funded warrants (the “October 2025 Pre-Funded Warrants”) to purchase up to an aggregate of 80,768,504 shares of the Company’s common stock at an offering price of $0.51964 per Pre-Funded Warrant, each exercisable for one share of common stock at the exercise price of $0.001 per Pre-Funded Warrant Share and (iii) common warrants (the “October 2025 Common Warrants”) to purchase up to an aggregate of 71,985,605 shares of Company common stock, each exercisable for one share of common stock at an exercise price of $0.5335 per common warrant share. The shares of common stock, together with the common warrants, had an aggregate purchase price of $0.61439 per unit, and the pre-funded warrants, together with the common warrants had an aggregate purchase price of $0.61339 per unit. The October 2025 Private Placement closed on October 8, 2025. The aggregate gross proceeds received by the Company from the offering was $58,888 and after fees and offering expenses payable by the Company the net proceeds were $57,170.

Lead Investor Agreement

In connection with the Securities Purchase Agreement, the Company entered into a Lead Investor Agreement, dated October 6, 2025 (the “Lead Investor Agreement”) with Winklevoss Capital to secure its commitment as Lead Investor in the October 2025 Private Placement. Winklevoss Capital beneficially owns 19.9% of the common stock of the Company, excluding certain shares of common stock that may in the future become exercisable under the October 2025 Pre-Funded Warrants and October 2025 Common Warrants. Pursuant to the Lead Investor Agreement, as of the Closing Date, the Board of Directors of the Company (the “Board”) increased the size of the Board to twelve members. On November 11, 2025, the Board appointed each of Mr. Khing Oei and Mr. William McEvoy as a director of the Board, with Mr. Oei appointed as a Class II director and to serve in such capacity until the 2028 annual meeting of stockholders, and with Mr. McEvoy appointed as a Class III director and to serve in such capacity until the 2026 annual meeting of stockholders, or until the earlier of such director’s death, resignation or removal. Mr. Oei was also elected to serve

as non-executive Chairman of the Board, effective as of November 11, 2025. Concurrently with Mr. Oei’s appointment, Christopher Mirabelli, PhD, stepped down from his role as Chairman, while remaining a member of the Board.

Issuance of Common Stock under Sales Agreement — November 2025

During the year ended December 31, 2025, the Company entered into a Sales Agreement with Cantor, pursuant to which the Company may offer and sell shares of its common stock, par value $0.001 per share, having an aggregate offering price of up to $200,000 from time to time to or through Cantor, acting as principal and/or sales agent.

Subject to the terms and conditions of the Sales Agreement, Cantor will use its commercially reasonable efforts consistent with its normal trading and sales practices, applicable state and federal law, rules and regulations, and the rules of the Nasdaq Capital Market to sell the Shares pursuant to the Offering from time to time, based upon the Company’s instructions, including any price, time or size limits specified by the Company. The Company has provided Cantor with customary indemnification and contribution rights in favor of Cantor, and Cantor earns a commission of 1.5% of the gross proceeds from each sale of the Shares pursuant to the Sales Agreement.

The Company has no obligation to sell any of the Shares and may at any time suspend offers under the Sales Agreement. The Company and Cantor may each terminate the Sales Agreement at any time upon ten business days prior notice.

During the three months ended March 31, 2026, the Company issued 8,453,227 shares of its common stock under the Sales Agreement, for net proceeds of $5,761, net of commissions of $88. Deferred offering costs in connection with the Sales Agreement were $544, of which $16 were amortized during the three months ended March 31, 2026. As of March 31, 2026, the Company had $385 of deferred offering costs on its condensed consolidated balance sheet.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8A
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480434/815-10-50-8A

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
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+ Details

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2026	May 12, 2026
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2026
Document Transition Report	false
Entity File Number	001-37990
Entity Registrant Name	CYPHERPUNK TECHNOLOGIES INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	27-4412575
Entity Address, Address Line One	47 Thorndike St, Suite B1-1
Entity Address, City or Town	Cambridge
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02141
City Area Code	617
Local Phone Number	714-0360
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	CYPH
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		106,464,482
Entity Central Index Key	0001509745
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2026
Document Fiscal Period Focus	Q1
Amendment Flag	false

Commitments and Contingencies (Details) - USD ($) $ in Thousands	1 Months Ended
	Mar. 31, 2025	Mar. 31, 2026
Commitments and Contingencies
Manufacturing commitments		$ 0
Insurance premiums	$ 646
Fixed annual interest rate (as a percent)	6.89%
Payment of insurance premium	$ 94
Outstanding principal of loan including accrued expenses		464
Royalties paid or accrued		0
License and service agreements
Commitments and Contingencies
Royalties paid or accrued		$ 0

Income Taxes

3 Months Ended

Mar. 31, 2026

Income Taxes

Income Taxes

12. Income Taxes

During the three months ended March 31, 2026, the Company recorded a tax benefit of $5,118 due to the reversal of the net deferred tax liability related to the Company’s investment in digital assets.

- Definition

The entire disclosure for income tax.

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+ Details

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 2026
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Warrants - January 2023 Common Stock Warrants and January 2023 Series X Preferred Stock Warrants (Details) - $ / shares	Jun. 30, 2023	Jan. 31, 2023
January 2023 Common Stock Warrants
Warrants
Warrant to purchase shares of common stock		6,530
Exercise price per share		$ 6.78
January 2023 Series X Preferred Stock Warrants \| Series X Preferred Shares
Warrants
Warrant to purchase shares of common stock		443
Exercise price per share		$ 6.78
Conversion ratio	100

Equity Incentive Plans (Details) - USD ($) $ / shares in Units, $ in Thousands			3 Months Ended			12 Months Ended
	Jun. 16, 2023	Jan. 20, 2017	Mar. 31, 2026	Dec. 31, 2025	Mar. 31, 2025	Dec. 31, 2025	Dec. 15, 2025	Dec. 14, 2025	Jul. 02, 2024	Jun. 16, 2022
Options
Outstanding balance at the beginning of the period (in shares)			3,757,238
Outstanding balance at the end of the period (in shares)			3,757,238	3,757,238		3,757,238
Options exercisable at the end of the period (in shares)			2,620,562
Options vested and expected to vest at end of period (in shares)			3,757,238
Weighted Average Exercise Price Per Share
Outstanding balance at the beginning of the period (in dollars per share)			$ 7.46
Outstanding balance at the end of the period (in dollars per share)			7.46	$ 7.46		$ 7.46
Options exercisable at the end of the period (in dollars per share)			10.06
Options vested and expected to vest at end of the period (in dollars per share)			$ 7.46
Weighted Average Remaining Life in Years
Outstanding balance			7 years 10 days			7 years 3 months 10 days
Options exercisable at end of period			6 years 3 days
Options vested and expected to vest at end of the period			7 years 10 days
Expiration period			10 years
Unrecognized compensation cost related to non-vested stock options			$ 1,336
Company's common stock, par value (in dollars per share)			$ 0.001	$ 0.001		$ 0.001
Minimum
Weighted Average Remaining Life in Years
Vesting period			3 years
Maximum
Weighted Average Remaining Life in Years
Vesting period			4 years
Weighted Average
Weighted Average Remaining Life in Years
Weighted average period for recognition of compensation cost			1 year 5 months 19 days
Options to purchase common stock
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Non vested, Weighted Average Grant Date Fair Value
Stock Based Compensation Expense			$ 2,131		$ 1,204
Options to purchase common stock \| Research and development
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Non vested, Weighted Average Grant Date Fair Value
Stock Based Compensation Expense					634
Options to purchase common stock \| General and administrative
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Non vested, Weighted Average Grant Date Fair Value
Stock Based Compensation Expense			2,131		$ 570
Restricted stock units to purchase common stock
Weighted Average Remaining Life in Years
Vested			17,850
Unrecognized compensation costs related to RSUs granted to employees			$ 15,778
Unrecognized costs weighted-average period			2 years 6 months 10 days
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Outstanding at the beginning			18,305,221
Settled by the issuance of common stock (in shares)			(1,623,250)
Granted (in shares)			0	0
Outstanding at the end			16,681,971	18,305,221		18,305,221
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Non vested, Weighted Average Grant Date Fair Value
Outstanding at beginning( in dollars per share)			$ 1.05
Settled by the issuance of common stock (in dollars per share)			0.87
Outstanding at end(in dollars per share)			$ 1.07	$ 1.05		$ 1.05
2016 Plan
Weighted Average Remaining Life in Years
Annual increase in authorized shares (as a percent)		4.00%
2016 and 2022 Plan
Weighted Average Remaining Life in Years
Number of options or stock awards available for grant under the Plan			12,698,368
2022 Plan
Weighted Average Remaining Life in Years
Number of options or stock awards available for grant under the Plan										750,000
Shares reserved for issuance									2,000,000
Additional shares issuable	2,250,000
2025 Plan
Weighted Average Remaining Life in Years
Number of options or stock awards available for grant under the Plan							31,454,785
Company's common stock, par value (in dollars per share)							$ 0.001
Company increased authorized shares							500,000,000	250,000,000
2025 Plan \| Common stock
Weighted Average Remaining Life in Years
Company increased authorized shares							490,000,000

Commitments and Contingencies

3 Months Ended

Mar. 31, 2026

Commitments and Contingencies

Commitments and Contingencies

13. Commitments and Contingencies

Manufacturing Agreements—The Company is party to manufacturing agreements with vendors to manufacture DKN-01, its lead product candidate, for use in clinical trials. As of March 31, 2026, there were no noncancelable commitments under these agreements.

Insurance Financing Agreement—During the three months ended March 31, 2026, the Company entered into an insurance premium financing and security agreement with Aon Premium Finance, LLC. Under the agreement, the Company financed $646 of insurance premiums at a 6.89% fixed annual interest rate. Payments of approximately $94 are due monthly through January 2027. As of March 31, 2026, the outstanding principal of the loan was $464 and is included within accrued expenses in the condensed consolidated balance sheets.

License and Service Agreement—On January 3, 2011, the Company entered into a license agreement with Eli Lilly and Company (“Lilly”), a shareholder, to grant a license to the Company for certain intellectual property rights relating to pharmaceutically active compounds that may be useful in the treatment of bone healing, cancer and, potentially, other medical conditions. As defined in the license agreement, the Company would be required to pay royalties to Lilly based upon a percentage in the low single digits of net sales of developed products, if and when achieved. However, there can be no assurance that clinical or commercialization success of developed products will occur, and no royalties have been paid or accrued through March 31, 2026.

Collaboration Agreement—On August 10, 2020, the Company entered into a collaboration agreement with Adimab, LLC (the “Adimab Agreement”), pursuant to which Adimab will conduct research programs to develop monoclonal antibodies to certain targets identified by the Company and provide it with an option to acquire exclusive rights to such antibodies. Upon payment of an option fee, on a product-by-product basis, Adimab will grant the Company a world-wide, exclusive license for, or assign ownership to the Company of, certain intellectual property rights and grant the Company a non-exclusive license with respect to the Adimab platform technology. As defined in the Adimab Agreement, after exercising an option and making the option payment, the Company would be required to pay Adimab milestones upon the completion of clinical development and regulatory milestones, along with a royalty in the low-single digits of net sales of each product, if and when achieved. However, there can be no assurance that clinical, or commercialization success will occur, and no royalties have been paid or accrued through March 31, 2026.

Legal Proceedings—At each reporting date, the Company evaluates whether a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company expenses as incurred the costs related to its legal proceedings. As of the date of this report, the Company is not currently a party to any material legal proceedings.

Indemnification Agreements—In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its board of directors that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date, the Company has not incurred any material costs as a result of such indemnifications. The Company is not aware of any claims under indemnification arrangements, and it has not accrued any liabilities related to such obligations in its condensed consolidated financial statements as of March 31, 2026 or December 31, 2025.

Nature of Business, Basis of Presentation and Liquidity (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended
	Oct. 31, 2025	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025	Nov. 30, 2025
Liquidity and Going Concern
Cash and cash equivalents		$ 6,689		$ 14,035
Digital assets receivable		73,849		147,404
Accumulated deficit		539,715		462,549
Loss from operations		4,817	$ 15,917
Net loss		77,166	$ 15,435
Cantor Fitzgerald And Co
Liquidity and Going Concern
Additional capital		$ 200,000		$ 200,000	$ 200,000
Private Placement
Liquidity and Going Concern
Value of shares issued	$ 58,888

Other Investment

3 Months Ended

Mar. 31, 2026

Other Investment

Other Investment

5. Other Investment

ZODL Investment

During the three months ended March 31, 2026, the Company announced an investment of $5,000 in Znewco, Inc. (“Znewco”), doing business as Zcash Open Development Lab (“ZODL”), through a Simple Agreement for Future Equity (“SAFE”) as part of an over $25,000 financing of ZODL that also included Winklevoss Capital, a16z, Coinbase, Paradigm, Chapter One, David Friedberg, Balaji Srinivasan and others. The Chief Executive Officer of ZODL serves as an advisor to the Company. The Company’s investment in ZODL will convert into preferred stock as part of a future transaction in which ZODL issues and sells preferred stock at a fixed valuation, or, if there is a liquidity event or dissolution event before the conversion of the SAFE, will become payable for a portion of the proceeds of such liquidity event or dissolution.

As of March 31, 2026, the Company recorded the $5,000 SAFE investment as a long term asset in its March 31, 2026 condensed consolidated balance sheet, in accordance with the measurement alternative under ASC 321, Investments - Equity Securities. The Company has evaluated the SAFE for impairment and has not noted any adverse business conditions at ZODL since the issuance of the SAFE through the issuance of these financial statements that would indicate that an impairment might have occurred. The Company will continue to assess the SAFE for impairment in subsequent quarterly reporting periods.

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2026	Dec. 31, 2025
Current assets:
Cash and cash equivalents	$ 6,689	$ 14,035
Digital assets receivable	73,849	147,404
Research and development incentive receivable	616	602
Prepaid expenses and other current assets	768	40
Total current assets	81,922	162,081
Right of use assets, net	38	38
Deferred costs	385	401
Deposits	33	662
Other investment	5,000
Total assets	87,378	163,182
Current liabilities:
Accounts payable	516	1,981
Accrued expenses	1,966	2,067
Income tax payable	483	472
Lease liability	38	38
Total current liabilities	3,003	4,558
Non-current liabilities:
Deferred tax liability		5,118
Total liabilities	3,003	9,676
Stockholders' equity:
Preferred stock, $0.001 par value; 10,000,000 shares authorized; 0 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively
Common stock, $0.001 par value; 490,000,000 shares authorized; 93,927,528 and 83,851,051 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively	94	84
Stock subscription receivable		(150)
Additional paid-in capital	624,082	616,216
Accumulated other comprehensive loss	(86)	(95)
Accumulated deficit	(539,715)	(462,549)
Total stockholders' equity	84,375	153,506
Total liabilities and stockholders' equity	$ 87,378	$ 163,182

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025
Operating expenses:
Research and development	$ 161	$ 12,911
General and administrative	4,656	3,006
Total operating expenses	4,817	15,917
Loss from operations	(4,817)	(15,917)
Interest income	95	437
Interest expense	(7)	(6)
Australian research and development incentives	0	55
Change in fair value of embedded derivative	(77,555)
Foreign currency loss		(4)
Loss before income taxes	(82,284)	(15,435)
Benefit from income taxes	5,118
Net loss attributable to common stockholders	$ (77,166)	$ (15,435)
Net loss per share
Basic (in dollars per share)	$ (0.46)	$ (0.37)
Diluted (in dollars per share)	$ (0.46)	$ (0.37)
Weighted average common shares outstanding
Basic (in shares)	168,103,535	41,268,894
Diluted (in shares)	168,103,535	41,268,894

Warrants

3 Months Ended

Mar. 31, 2026

Warrants

Warrants

8. Warrants

As of March 31, 2026, the number of shares of common stock issuable upon the exercise of outstanding warrants consisted of the following:


March 31, 2026
	Number of Common
Description	Shares Issuable	Exercise Price		Expiration Date
January 23 2017 Warrants	5,450	$	0.10	Upon M&A Event
March 2020 Coverage Warrants	1,921,854	$	21.10	Jan - March 2027
October 2025 Pre-funded Warrants	80,768,504	$	0.001	No Expiry
October 2025 Common Warrants-Investors	71,985,605	$	0.5335	October 2032
October 2025 Common Warrants-Placement Agent Warrants	4,000,000	$	0.5335	October 2032
	158,681,413

2019 Warrants

The 2019 Warrants had an exercise price of $19.50 per share and during the three months ended March 31, 2026, the 2019 Warrants expired.

March 2020 Pre-funded Warrants

During the three months ended March 31, 2025, 824,718 March 2020 Pre-funded Warrants were cashless exercised, resulting in the issuance of 809,558 common shares of the Company’s common stock.

September 2021 Pre-funded Warrants

During the three months ended March 31, 2025, 591,603 September 2021 Pre-funded warrants were cashless exercised, resulting in the issuance of 590,424 common shares of the Company’s common stock.

April 2024 Pre-funded Warrants

During the three months ended March 31, 2025, 1,523,404 April 2024 Pre-funded Warrants were cashless exercised, resulting in the issuance of 1,521,059 common shares of the Company’s common stock.

January 2023 Common Stock Warrants

In January 2023, pursuant to the Merger, the warrants held by the Flame Warrant Holders became exercisable for 6,530 shares of the Company’s common stock (the “January 2023 Common Stock Warrants”). The January 2023 Common Stock Warrants had an exercise price of $6.78 per share and expired in February 2025.

January 2023 Series X Preferred Stock Warrants

In January 2023, pursuant to the Merger, the warrants held by the Flame Warrant Holders also became exercisable for 443 shares of Series X Preferred Stock (the “January 2023 Series X Preferred Stock Warrants”). Following Stockholder Approval, each share of Series X Preferred Stock converted into 100 shares of common stock during the three months ended June 30, 2023. The January 2023 Series X Preferred Stock Warrants had an exercise price of $6.78 per share and expired in February 2025.

October 2025 Pre-funded Warrants

In connection with the October 2025 Private Placement, the Company issued pre-funded warrants (the “October 2025 Pre-Funded Warrants”) to purchase up to an aggregate of 80,768,504 shares of the Company’s common stock. The October 2025 Pre-Funded Warrants have an exercise price of $0.001 per share, each exercisable for one share of the Company’s common stock. The exercise price and the number of shares of Common Stock issuable upon exercise of each pre-funded warrant is subject to appropriate

adjustment in the event of certain stock dividends, stock splits, stock combinations, or similar events affecting the common stock. The October 2025 Pre-Funded Warrants qualify for equity classification.

October 2025 Common Stock Warrants

In connection with the October 2025 Private Placement, the Company issued common warrants (the “October 2025 Common Warrants-Investors”) to purchase up to an aggregate of 71,985,605 shares of Company common stock, each exercisable for one share of common stock at an exercise price of $0.5335 per common warrant share. The October 2025 Common Warrants are exercisable in cash or by means of a cashless exercise. They expire on the tenth anniversary of their date of issuance and qualify for equity classification. The exercise price and the number of shares of common stock issuable upon exercise of each common warrant is subject to appropriate adjustment in the event of certain stock dividends, stock splits, stock combinations, or similar events affecting the common stock.

Parcrest International (“Parcrest”) served as the Company’s placement agent in connection with the October 2025 Private Placement. The Company agreed to pay Parcrest $1,500, as follows: (a) $1,000 in cash and (b) October 2025 Common Warrants to purchase up to 4,000,000 shares of the Company’s common stock at an exercise price of $0.5335 per share (the “Placement Agent Warrants”). Parcrest has agreed that it shall not sell, transfer, assign, pledge, or otherwise dispose of any of the Placement Agent Warrants or the warrant shares underlying the Placement Agent Warrants for a period of six months following their issuance date, except with the prior written consent of both the Company and the Lead Investor (as defined below in Note 9).

Accrued Expenses

3 Months Ended

Mar. 31, 2026

Accrued Expenses

Accrued Expenses

6. Accrued Expenses

Accrued expenses consist of the following:


	March 31,		December 31,
	2026		2025
Clinical trials	$	—	$	98
Professional fees		953		203
Payroll and related expenses		246		305
Severance		767		1,461
Accrued expenses	$	1,966	$	2,067

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Mar. 31, 2026	Mar. 31, 2025
Pay vs Performance Disclosure
Net Income (Loss)	$ (77,166)	$ (15,435)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

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+ Details

Leases (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended
Leases (Details) - USD ($) $ in Thousands	Jul. 31, 2025	Mar. 31, 2026	Sep. 30, 2025	Mar. 31, 2025	Dec. 31, 2025
Leases
Lessee, operating lease, minimum notice period	60 days
Additional operating lease liability			$ 38
Additional right of use asset			$ 38
Right of use assets, net		$ 38			$ 38
Lease liability		38
Operating lease costs		69		$ 118
Cash paid for measurement of lease liabilities		$ 58		$ 117

Digital Assets Receivable (Details) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2026 USD ($) $ / shares	Dec. 31, 2025 USD ($)
Digital Assets Receivable
Number of crypto asset units purchased	303,466.92
Average purchase price per unit of crypto asset \| $ / shares	$ 332.82
Aggregate purchase price	$ 101,000
Fair value of digital assets	101,000
Fair value of embedded derivative	(27,151)
Digital assets receivable	73,849	$ 147,404
Unrealized loss on embedded derivative	$ 77,555

Stock Subscription Receivable

3 Months Ended

Mar. 31, 2026

Stock Subscription Receivable

Stock Subscription Receivable

4. Stock Subscription Receivable

In November 2025, the Company entered into a Controlled Equity Offering Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co. (“Cantor”), pursuant to which the Company may offer and sell shares of its common stock, par value $0.001 per share, having an aggregate offering price of up to $200,000 from time to time to or through Cantor, acting as principal and/or sales agent. See Note 9.

In connection with the Sales Agreement, the Company issued 122,000 shares of its common stock on December 31, 2025, for net proceeds of $150. As the Company had not received the proceeds as of December 31, 2025 it recorded a stock subscription receivable of $150 in its consolidated balance sheet as of December 31, 2025. During the three months ended March 31, 2026, the Company collected the $150 stock subscription receivable. As of March 31, 2026, there was no stock subscription receivable.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025
Cash flows from operating activities:
Net loss	$ (77,166)	$ (15,435)
Adjustments to reconcile net loss to net cash used in operating activities:
Non-cash operating lease expense		110
Deferred income taxes	(5,118)
Stock-based compensation expense	2,131	1,204
Change in fair value of embedded derivative	77,555
Foreign currency loss		4
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	97	155
Research and development incentive receivable		(55)
Accounts payable and accrued expenses	(1,574)	(373)
Lease liability		(112)
Other assets	645	22
Net cash used in operating activities	(3,430)	(14,480)
Cash flows from investing activities:
Other investment	(5,000)
Purchases of digital assets	(4,000)
Net cash used in investing activities	(9,000)
Cash flows from financing activities:
Collection of stock subscription receivable	150
Payment of deferred offering costs	(638)
Principal payments of insurance financing	(182)	(77)
Proceeds from the exercise of stock options		16
Net cash provided by (used in) financing activities	5,075	(61)
Effect of exchange rate changes on cash and cash equivalents	9	5
Cash and cash equivalents at beginning of period	14,035	47,249
Cash and cash equivalents at end of period	6,689	32,713
Net decrease in cash and cash equivalents	(7,346)	(14,536)
Supplemental disclosure of non-cash financing activities:
Prepayment of insurance through third-party financing	646	$ 440
Issuance of common stock upon vest of restricted stock units	2
At the Market Offering
Cash flows from financing activities:
Proceeds through issuance of common stock through ATM sales, net of fees	$ 5,745

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Common Stock At the Market Offering	Common Stock	Stock Subscription Receivable	Additional Paid-in Capital At the Market Offering	Additional Paid-in Capital	Accumulated Other Comprehensive Loss	Accumulated Deficit	At the Market Offering	Total
Balance at the beginning of the period at Dec. 31, 2024		$ 38			$ 502,501	$ (120)	$ (467,371)		$ 35,048
Balance at the beginning of the period (in shares) at Dec. 31, 2024		38,329,894
Increase (Decrease) in Stockholders' Equity
Issuance of common stock upon exercise of stock options					16				16
Issuance of common stock upon exercise of stock options (in shares)		6,667
Issuance of common stock upon exercise of prefunded warrants		$ 3			(3)
Issuance of common stock upon exercise of prefunded warrants (in shares)		2,921,041
Issuance of common stock upon vest of restricted stock units (in shares)		181,927
Foreign currency translation adjustment						7			7
Stock-based compensation					1,204				1,204
Net loss							(15,435)		(15,435)
Balance at the end of the period at Mar. 31, 2025		$ 41			503,718	(113)	(482,806)		20,840
Balance at the end of the period (in shares) at Mar. 31, 2025		41,439,529
Balance at the beginning of the period at Dec. 31, 2024		$ 38			502,501	(120)	(467,371)		35,048
Balance at the beginning of the period (in shares) at Dec. 31, 2024		38,329,894
Balance at the end of the period at Dec. 31, 2025		$ 84	$ (150)		616,216	(95)	(462,549)		153,506
Balance at the end of the period (in shares) at Dec. 31, 2025		83,851,051
Increase (Decrease) in Stockholders' Equity
Issuance of common stock through ATM sales	$ 8			$ 5,753				$ 5,761
Issuance of common stock through ATM sales (in shares)	8,453,227							8,453,227
Amortization of ATM issuance costs				$ (16)				$ (16)
Issuance of common stock upon vest of restricted stock units		$ 2			(2)				2
Issuance of common stock upon vest of restricted stock units (in shares)		1,623,250
Collection of stock subscription receivable related to ATM share issuances			$ 150						150
Foreign currency translation adjustment						9			9
Stock-based compensation					2,131				2,131
Net loss							(77,166)		(77,166)
Balance at the end of the period at Mar. 31, 2026		$ 94			$ 624,082	$ (86)	$ (539,715)		$ 84,375
Balance at the end of the period (in shares) at Mar. 31, 2026		93,927,528

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2026	Dec. 31, 2025
CONDENSED CONSOLIDATED BALANCE SHEETS
Preferred stock par value (in dollars per share)	$ 0.001	$ 0.001
Preferred Stock, shares authorized	10,000,000	10,000,000
Preferred stock shares issued	0	0
Preferred Stock, shares outstanding	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	490,000,000	490,000,000
Common stock, shares issued	93,927,528	83,851,051
Common stock, shares outstanding	93,927,528	83,851,051

Warrants (Tables)

3 Months Ended

Mar. 31, 2026

Warrants

Schedule of warrants


March 31, 2026
	Number of Common
Description	Shares Issuable	Exercise Price		Expiration Date
January 23 2017 Warrants	5,450	$	0.10	Upon M&A Event
March 2020 Coverage Warrants	1,921,854	$	21.10	Jan - March 2027
October 2025 Pre-funded Warrants	80,768,504	$	0.001	No Expiry
October 2025 Common Warrants-Investors	71,985,605	$	0.5335	October 2032
October 2025 Common Warrants-Placement Agent Warrants	4,000,000	$	0.5335	October 2032
	158,681,413

Accrued Expenses (Tables)

3 Months Ended

Mar. 31, 2026

Accrued Expenses

Schedule of accrued expenses


	March 31,		December 31,
	2026		2025
Clinical trials	$	—	$	98
Professional fees		953		203
Payroll and related expenses		246		305
Severance		767		1,461
Accrued expenses	$	1,966	$	2,067

Net Loss Per Share

3 Months Ended

Mar. 31, 2026

Net Loss Per Share

Net Loss Per Share

11. Net Loss Per Share

Basic and diluted net loss per share for the three months ended March 31, 2026 and 2025 was calculated as follows (in thousands except share and per share amounts).


	Three Months Ended March 31,
	2026		2025
Numerator:
Net loss	$	(77,166)	$	(15,435)
Net loss attributable to common stockholders for basic and diluted loss per share	$	(77,166)	$	(15,435)

Denominator:
Weighted average number of common shares outstanding – basic and diluted		168,103,535		41,268,894
Net loss per share attributable to common stockholders – basic and diluted	$	(0.46)	$	(0.37)

Included within weighted average common shares outstanding for the three months ended March 31, 2026 and 2025 are 80,773,954, and 5,450, respectively, common shares issuable upon the exercise of certain warrants, which are exercisable at any time for nominal consideration, and as such, the shares are considered outstanding for the purpose of calculating basic and diluted net loss per share attributable to common stockholders.

The Company’s potentially dilutive securities include RSUs, stock options and warrants. These securities were excluded from the computations of diluted net loss per share for the three months ended March 31, 2026 and 2025, as the effect would be to reduce the net loss per share. The following table includes the potential shares of common stock, presented based on amounts outstanding at each period end, that were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect:


		Three Months Ended March 31,
		2026		2025
Restricted stock units to purchase common stock		16,681,971		—
Options to purchase common stock		3,757,238		6,279,666
Warrants to purchase common stock		77,907,459		3,285,316
		98,346,668		9,564,982

Leases (Tables)

3 Months Ended

Mar. 31, 2026

Leases

Schedule of future lease payments


Future Operating Lease Payments
2026	$	38
Total Lease Payments		38
Less: imputed interest		—
Total operating lease liabilities	$	38

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
Net loss	$ (77,166)	$ (15,435)
Other comprehensive income:
Foreign currency translation adjustments	9	7
Comprehensive loss	$ (77,157)	$ (15,428)

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Summary of Significant Accounting Policies - Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands	Mar. 31, 2026	Dec. 31, 2025
Assets:
Cash equivalents	$ 4,870	$ 10,777
Digital assets receivable	73,849	147,404
Total assets	78,719	158,181
Level 1
Assets:
Cash equivalents	4,870	10,777
Digital assets receivable	73,849	147,404
Total assets	$ 78,719	$ 158,181

Subsequent Events

3 Months Ended

Mar. 31, 2026

Subsequent Events

Subsequent Events

14. Subsequent Events

ATM Sales

During the period from April 1, 2026 until May 13, 2026, the Company has issued 12,536,954 shares of its common stock under the Sales Agreement with Cantor, for net proceeds of $11,998.

ZEC Purchases

During the period from April 1, 2026 until May 13, 2026, the Company purchased an additional 10,718.78 ZEC tokens at an average purchase price of $480.47 per ZEC through Gemini.

Change in Fair Value of Embedded Derivative

During the period from April 1, 2026 until May 13, 2026, the price of ZEC has been volatile, ranging from high prices of above $600 to low prices of below $250. A ZEC price at the end of the three month period ended June 30, 2026 that is higher than the price used for the Company’s financial statements as of March 31, 2026, will result in an increase in the fair value of the embedded derivative and decrease the Company’s net loss and potentially result in net income for the period. For example, if the Company were to hold the same amount of ZEC at the end of the three month period June 30, 2026 as it held as of May 12, 2026, and the price of ZEC were $550.00 as of June 30, 2026, then the current value of the Company’s digital asset receivable would be approximately $172,802 and there would be an unrealized net gain on the change in fair value of the embedded derivative for the three month period ended June 30, 2026 of approximately $93,803. As ZEC is highly volatile, there can be no assurance that the price of ZEC may not decline from the current price, resulting in a smaller digital asset receivable.