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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 18, 2026

 

 

 

 

 

Cypherpunk Technologies Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-37990   27-4412575
(State or Other Jurisdiction
of Incorporation)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)

 

47 Thorndike Street, Suite B1-1
Cambridge, MA 02141

(Address of Principal Executive Office) (Zip Code)

 

(617714-0360

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act: 

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.001 per share   CYPH   The Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

(a)            Cypherpunk Technologies Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on June 18, 2026.

 

(b)            The final voting results on each of the matters submitted to a vote of stockholders at the Annual Meeting are set forth below.

 

(1) The following director nominees were elected to serve as Class III directors until the Company’s 2029 annual meeting of stockholders and until their successors are duly elected and qualified.

 

Nominee   Votes For   Votes Withheld   Broker Non-Votes
Will McEvoy   24,927,307   700,139   27,706,780
Nissim Mashiach   22,174,332   3,453,114   27,706,780

 

(2) The Company’s stockholders approved, on an advisory basis, the executive compensation of the Company’s named executive officers.

 

Votes For   Votes Against   Votes
Abstaining
  Broker Non-Votes
20,681,997   4,286,839   658,610   27,706,780

 

(3) The appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, was ratified.

 

Votes For   Votes Against   Votes Abstaining
51,710,093   1,513,757   110,376

 

9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
 
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  CYPHERPUNK TECHNOLOGIES INC.
   
Date: June 22, 2026 /s/ Douglas E. Onsi
  Douglas E. Onsi
  President & CEO