DEFA14A: Cypherpunk Technologies Pivots to Zcash, New Leadership

Leap Therapeutics rebrands as Cypherpunk Technologies, adopts a Zcash treasury strategy, and appoints Khing Oei as Chairman and William McEvoy as CIO.

Summary

• The company changed its name from Leap Therapeutics, Inc. to Cypherpunk Technologies Inc., effective November 12, 2025.
• The Nasdaq ticker symbol will change from LPTX to CYPH, anticipated to be effective as of market open on November 13, 2025.
• A new digital asset treasury strategy was unveiled, focused on accumulating Zcash's native coin, ZEC.
• $50 million of proceeds from a previously announced private placement were used to purchase 203,775.27 ZEC at a weighted average cost of $245.37 per token.
• Khing Oei was appointed Chairman of the Board, and William McEvoy was appointed Chief Investment Officer and a Board member, both effective November 11, 2025.
• Christopher Mirabelli, PhD, stepped down from his role as Chairman but remains a member of the Board.
• The company reported a net loss of $3.3 million for the third quarter ended September 30, 2025, a significant decrease from $18.2 million in Q3 2024.
• Research and development expenses decreased by $13.7 million to $1.2 million in Q3 2025, primarily due to reduced clinical trial and manufacturing costs, and a decrease in R&D headcount.
• General and administrative expenses decreased by $1.0 million to $1.9 million in Q3 2025, driven by lower incentive-based compensation, reduced headcount, and decreased professional fees.
• Cash and cash equivalents totaled $9.7 million on September 30, 2025, prior to the completion of a $58.88 million private placement in October 2025.
• Final data from the Phase 2 DeFianCe study of sirexatamab in advanced colorectal cancer (CRC) showed statistically significant benefits in overall response rate (ORR) and progression-free survival (PFS) in DKK1-high patients.
• A new wholly-owned subsidiary, Leap Therapeutics, Inc., was formed on November 6, 2025, to conduct the company's ongoing research and development activities and operations.

Sentiment

Score: 8

Explanation: The company has undergone a significant strategic transformation, securing substantial capital and pivoting towards a digital asset treasury strategy with Zcash, while also reporting improved financial results and positive clinical data for its oncology program. The new leadership brings strong digital asset expertise. However, the inherent volatility and regulatory uncertainty of the cryptocurrency market introduce considerable risk.

Positives

• Net loss significantly decreased to $3.3 million in Q3 2025 from $18.2 million in Q3 2024, indicating improved financial performance.
• Research and development expenses saw a substantial reduction of $13.7 million in Q3 2025, reflecting cost efficiencies and completion of clinical trials.
• General and administrative expenses decreased by $1.0 million in Q3 2025, contributing to overall expense control.
• Successfully closed a $58.88 million private placement, led by Winklevoss Capital, providing significant capital for the new strategic direction.
• Established a digital asset treasury strategy with the acquisition of 203,775.27 ZEC for $50 million, positioning the company in the privacy-preserving blockchain sector.
• Appointed Khing Oei as Chairman of the Board and William McEvoy as Chief Investment Officer and Director, bringing extensive experience in global finance and digital-asset investing.
• Positive final clinical data from the Phase 2 DeFianCe study for sirexatamab in DKK1-high colorectal cancer patients, showing statistically significant improvements in ORR, PFS, and OS.

Negatives

• The company still reported a net loss of $3.3 million for Q3 2025, indicating continued unprofitability.
• The reduction in R&D expenses is partly attributed to a reduction in force and completion of clinical trials, which may signal a scaling back of the original biotech focus.
• Future RSU grants for key personnel are contingent on stockholder approvals for a reverse stock split, increased authorized shares, and a new equity plan, which could face challenges or delays.
• The new digital asset strategy introduces exposure to the highly volatile cryptocurrency market, which carries inherent risks.

Risks

• The company may fail to realize the anticipated benefits of its digital asset treasury strategy.
• Changes in business, market, financial, political, and regulatory conditions could adversely affect the company's operations.
• The highly volatile nature of cryptocurrency prices, including ZEC, poses a significant risk to the value of digital asset holdings.
• The price of the company's Common Stock may become highly correlated to the price of ZEC or other digital assets it holds.
• Increased competition in both the biotechnology and digital asset industries could impact the company's market position.
• Significant legal, commercial, regulatory, and technical uncertainty surrounds digital assets generally.
• Risks exist relating to the treatment of crypto assets for U.S. and foreign tax purposes.
• The company faces risks in complying with the continued listing requirements of the Nasdaq Capital Market.

Future Outlook

The company intends to build long-term shareholder value by acquiring ZEC, participating in the development of Zcash, and continuing the development of sirexatamab and FL-501 to treat patients with cancer. An update on sirexatamab development and its registrational pathway is expected in the first quarter of 2026.

Management Comments

• "The recent weak performance of digital asset treasury companies stems from PIPEs dominated by short-term, mercenary capital. We've taken a different path by building a syndicate of value-aligned investors who believe in the long-term importance of Zcash and privacy for the United States and the world." Will McEvoy, Chief Investment Officer of Cypherpunk.
• "We are pleased to welcome Khing and Will to the Board of Directors, and to have Will serve as Chief Investment Officer as we advance our strategy to create long-term shareholder value through active participation in Zcash. Participant control and privacy, enabled by Zcash, are critical as financial transactions move increasingly to blockchain and tokenization. The rebranding and new leadership appointments mark a transformational step in expanding our mission as we enter a new phase of growth." Douglas E. Onsi, President and Chief Executive Officer of Cypherpunk.
• "This past month has been transformative for the Company, marked by closing a $58.88 million private placement led by Winklevoss Capital and successfully deploying $50 million to build a digital asset treasury designed to create long-term shareholder value focused on active participation in the development of Zcash and acquiring ZEC." Douglas E. Onsi, President and CEO of Cypherpunk Technologies.
• "In our drug development business, we presented the final data from our randomized controlled Phase 2 trial of sirexatamab plus bevacizumab and chemotherapy in patients with advanced colorectal cancer (CRC) at the European Society for Medical Oncology (ESMO) Congress. In addition, we will be engaging with regulatory authorities to seek a registrational pathway for sirexatamab and optimizing the DKK1 biomarker assay that could be used to identify CRC patients at risk of poor outcomes and who may benefit from sirexatamab." Douglas E. Onsi, President and CEO of Cypherpunk Technologies.

Industry Context

The company's pivot to a digital asset treasury strategy, specifically focusing on Zcash, aligns with a growing trend of corporations exploring blockchain and cryptocurrency integration for treasury management and strategic investment. This move positions Cypherpunk Technologies at the intersection of biotechnology and the rapidly evolving Web3/blockchain sector, aiming to capitalize on the increasing demand for privacy-enhancing technologies in a digitized world. The emphasis on Zcash, a privacy-preserving blockchain, suggests a belief in the long-term value of digital privacy as a 'most valuable commodity' and a hedge against transparency in existing financial infrastructure, particularly in an AI-abundant future.

Comparison to Industry Standards

• The company's shift to a digital asset treasury strategy with Zcash is comparable to MicroStrategy's strategy of accumulating Bitcoin, though Cypherpunk focuses on ZEC for privacy.
• Winklevoss Capital's involvement, known for its deep ties to the crypto industry (e.g., Gemini exchange), lends credibility to the digital asset strategy, similar to how established venture capital firms back promising tech startups.
• The clinical trial results for sirexatamab in DKK1-high colorectal cancer patients, showing statistically significant improvements in ORR, PFS, and OS, are positive indicators within the oncology drug development landscape, where such outcomes are critical for regulatory pathways. However, specific benchmarks against direct competitors or other CRC treatments are not provided in the filing.

Management Changes

Corporate Governance

Related Party Transactions

• Consulting Agreement with CoinXit Ltd., where Mr. Khing Oei (new Chairman and Director) is the sole director and employee. CoinXit received 2,411,700 RSUs and is eligible for an additional 3,036,457 RSUs.
• Employment Agreement with Mr. William McEvoy (new CIO and Director), who is also a Principal at Winklevoss Capital Management. Mr. McEvoy received 5,616,906 RSUs.
• Winklevoss Capital Management led the $58.88 million private placement and contributed a majority of the total raised. Mr. McEvoy is a Principal at Winklevoss Capital. Mr. Oei and Mr. McEvoy were appointed as Investor Designees pursuant to the Lead Investor Agreement with Winklevoss Treasury Investments, LLC.

Stakeholder Impact

• Shareholders: Significant strategic shift introduces a new investment thesis and risk profile (biotech + crypto). Potential for long-term value creation from the Zcash strategy but also exposure to cryptocurrency market volatility. Dilution from the private placement and RSU grants.
• Employees: A reduction in force in R&D was mentioned as a reason for decreased expenses, indicating potential job losses in the original biotech segment. New opportunities may arise in the digital asset segment.
• Customers (Biotech): Continued development of sirexatamab and FL-501 for cancer patients, with planned engagement with regulatory authorities.
• Creditors: The recent capital raise improves the company's liquidity and financial position.
• Zcash Community: The company intends to be an active participant in the Zcash community, potentially bringing more resources and attention to the ecosystem.

Next Steps

• Stockholders to vote on amendments to the certificate of incorporation (reverse stock split and/or increase authorized common shares) and a new equity plan at the Special Meeting on December 15, 2025.
• SEC effectiveness of a Form S-8 for the new equity plan is required for certain RSU grants.
• Board or Compensation Committee approval is needed for the additional RSU grants to CoinXit and William McEvoy.
• Engage with regulatory authorities in the United States and Europe to discuss the registrational pathway for sirexatamab in CRC.
• Optimize the DKK1 biomarker diagnostic test for CRC patients.
• Provide an update on sirexatamab development and its registrational pathway in the first quarter of 2026.
• Company common stock to commence trading under the ticker symbol CYPH on November 13, 2025.

Key Dates

Recommendation

The company's bold pivot into the digital asset space, particularly Zcash, presents a high-risk, high-reward scenario. While the capital raise and new leadership bring expertise and funding, the inherent volatility and regulatory uncertainty of cryptocurrencies are significant. The positive clinical data for sirexatamab is encouraging for the legacy biotech business, but its future focus and funding within the new structure are less clear. Investors should 'hold' to observe the execution of the dual strategy and the market's reaction to the digital asset treasury, while monitoring the progress of the biotech pipeline.

Keywords

Cypherpunk Technologies, Zcash, ZEC, Digital Asset Treasury, Cryptocurrency, Blockchain, Privacy Technology, Leap Therapeutics, Sirexatamab, Colorectal Cancer, Biotech, Winklevoss Capital, Khing Oei, William McEvoy, SEC Filing, Corporate Rebranding, Equity Incentive Plan, Restricted Stock Units, Financial Results