8-K: Cypherpunk Technologies Pivots to Zcash Treasury Strategy

Leap Therapeutics rebrands as Cypherpunk Technologies, shifts focus to a digital asset treasury strategy with a $50 million Zcash acquisition, and appoints new leadership.

Summary

• Leap Therapeutics, Inc. has officially changed its name to Cypherpunk Technologies Inc., effective November 12, 2025, with its Nasdaq ticker symbol changing from LPTX to CYPH on November 13, 2025.
• The company has unveiled a new digital asset treasury strategy focused on accumulating Zcash's native coin, ZEC, and participating in the Zcash community.
• Cypherpunk Technologies has acquired 203,775.27 ZEC tokens for approximately $50 million, at a weighted average cost of $245.37 per token, using proceeds from a recent private placement.
• A $58.88 million private placement, led by Winklevoss Capital, was completed in October 2025, involving the issuance of common stock, pre-funded warrants, and common warrants.
• Khing Oei has been appointed Chairman of the Board of Directors, and William McEvoy has been appointed Chief Investment Officer and a Board member, both effective November 11, 2025.
• Christopher Mirabelli, PhD, has stepped down as Chairman but remains a member of the Board.
• The company's ongoing cancer research and development activities will continue under a new wholly-owned subsidiary named Leap Therapeutics, Inc.
• Third quarter 2025 net loss significantly decreased to $3.3 million, compared to $18.2 million in Q3 2024, primarily due to reduced research and development and general and administrative expenses.
• Research and development expenses decreased by $13.7 million to $1.2 million in Q3 2025, driven by lower clinical trial costs, manufacturing costs, payroll, and stock-based compensation.
• General and administrative expenses decreased by $1.0 million to $1.9 million in Q3 2025, mainly due to reduced incentive-based compensation, headcount, and professional fees.
• Cash and cash equivalents stood at $9.7 million as of September 30, 2025, prior to the closing of the $58.88 million private placement.
• Final clinical data from the DeFianCe study of sirexatamab in advanced colorectal cancer patients showed statistically significant benefits in overall response rate (ORR) and progression-free survival (PFS) in DKK1-high patient subgroups.
• The company is engaging with regulatory authorities in the U.S. and Europe to discuss a registrational pathway for sirexatamab and is optimizing the DKK1 biomarker diagnostic test.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive due to a significant capital raise, a clear and bold strategic pivot into a high-growth, albeit volatile, digital asset sector, and promising clinical data for its remaining biotech asset. The leadership changes also bring relevant expertise for the new direction. However, the inherent volatility and regulatory uncertainty of the crypto market, coupled with the scaling back of the original biotech operations, introduce substantial risk, preventing a higher score.

Positives

• Successfully closed a $58.88 million private placement, significantly bolstering the company's capital position.
• Initiated a new digital asset treasury strategy with a substantial $50 million investment in Zcash (ZEC), signaling a clear strategic direction.
• Appointed experienced digital asset executives, Khing Oei as Chairman and William McEvoy as Chief Investment Officer, strengthening leadership for the new strategy.
• Clinical trial data for sirexatamab in DKK1-high colorectal cancer patients demonstrated statistically significant improvements in overall response rate (ORR) and progression-free survival (PFS), and a positive trend in overall survival (OS).
• Net loss for Q3 2025 decreased significantly to $3.3 million from $18.2 million in Q3 2024, reflecting reduced operational burn rate.

Negatives

• The reduction in research and development and general and administrative expenses, while improving net loss, is attributed to a 'reduction in force and the completion of clinical trials,' indicating a scaling back of the previous core biotech operations.
• The full intent-to-treat population for sirexatamab did not show a statistically significant improvement in PFS (p-value = 0.1712), suggesting the benefit is confined to a biomarker-selected subgroup.
• The new digital asset strategy introduces significant exposure to the highly volatile cryptocurrency market.
• The Second RSU Grant to CoinXit and the RSU award to Mr. McEvoy are contingent on multiple stockholder approvals and SEC effectiveness, which could introduce delays or uncertainty.

Risks

• Failure to realize the anticipated benefits of the digital asset treasury strategy.
• Exposure to changes in business, market, financial, political, and regulatory conditions, particularly in the digital asset space.
• The highly volatile nature of cryptocurrency prices, including ZEC, which could negatively impact the company's asset value.
• The risk that the price of the company's Common Stock may become highly correlated to the price of ZEC or other digital assets held.
• Increased competition in both the digital asset and pharmaceutical industries.
• Significant legal, commercial, regulatory, and technical uncertainty regarding digital assets generally.
• Risks relating to the treatment of crypto assets for U.S. and foreign tax purposes.
• Ability to comply with the continued listing requirements of the Nasdaq Capital Market.
• Risks related to drug development plans, including the potential, safety, efficacy, and regulatory and clinical progress of product candidates.
• Uncertainty regarding capital requirements and the need for additional financing for both biotech and digital asset operations.
• Risks concerning the size of potential markets for sirexatamab and FL-501.
• Dependence on benefits from collaborations, license agreements, or other acquisition efforts for drug development.
• Challenges in maintaining and protecting intellectual property rights for drug candidates.

Future Outlook

The company intends to build long-term shareholder value by actively acquiring ZEC, participating in the development of Zcash, and continuing the development of its cancer therapies, sirexatamab and FL-501. It plans to engage with regulatory authorities for sirexatamab's registrational pathway and optimize the DKK1 biomarker test, with an update expected in Q1 2026. The company also anticipates its stock price may be highly correlated to ZEC's price and acknowledges the volatile nature of cryptocurrencies.

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

This announcement represents a significant strategic pivot for a company previously focused solely on biotech, now entering the digital asset space. The move aligns with a broader trend of companies exploring digital asset treasury strategies, though Cypherpunk Technologies emphasizes a 'value-aligned' investor syndicate and a long-term belief in Zcash and privacy, differentiating itself from what it describes as 'short-term, mercenary capital' in other digital asset treasury companies. The continued development of its cancer therapies, sirexatamab and FL-501, positions it as a hybrid entity, straddling two distinct and highly regulated industries.

Comparison to Industry Standards

• The company explicitly states that 'recent weak performance of digital asset treasury companies stems from PIPEs dominated by short-term, mercenary capital.' Cypherpunk aims to differentiate 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,' suggesting a more fundamental and less speculative approach compared to some industry peers.
• The acquisition of ZEC as a primary digital asset positions Cypherpunk in a niche within the broader cryptocurrency market, focusing on privacy-preserving blockchain technology, which is less common for corporate treasuries than Bitcoin or Ethereum holdings.
• The continued pursuit of a registrational pathway for sirexatamab in colorectal cancer, despite the strategic pivot, indicates a commitment to its biotech assets, which is a standard practice for pharmaceutical companies with promising clinical data, particularly in oncology where DKK1-high patient populations show significant benefit.

Management Changes

Corporate Governance

Related Party Transactions

• The company entered into a Consulting Agreement with CoinXit Ltd., whose sole director and employee is Khing Oei, the newly appointed Chairman of the Board. CoinXit will receive equity compensation in the form of 2,411,700 First RSUs and a contingent award of 3,036,457 Second RSUs.
• Khing Oei and William McEvoy were appointed to the Board as Investor Designees pursuant to the Lead Investor Agreement with Winklevoss Treasury Investments, LLC, which led the $58.88 million private placement. Mr. McEvoy is a Principal at Winklevoss Capital Management.
• William McEvoy, the newly appointed Chief Investment Officer and Board member, will receive an initial annual base salary of $250,000, a target annual bonus of 40% of base salary, and a contingent award of 5,616,906 RSUs.

Stakeholder Impact

• **Shareholders**: Significant impact due to the complete strategic pivot from biotech to a digital asset treasury strategy, potential for high volatility in share price correlated to ZEC, and dilution from the recent private placement and RSU grants. The new strategy aims for long-term value creation.
• **Employees**: Impacted by the 'reduction in force' in the biotech segment, but also by new RSU grants for certain employees and the establishment of a new subsidiary for ongoing R&D activities.
• **Customers (Patients)**: The focus on cancer therapy development will continue under a subsidiary, but the primary corporate strategy has shifted, potentially affecting the perceived commitment or resources allocated to drug development.
• **Creditors**: The capital raise provides a stronger cash position, which could be positive, but the shift to a volatile asset class introduces new financial risks.
• **Suppliers**: Potential changes in supplier relationships as the company reorients its core business activities.

Next Steps

• The company's common stock will commence trading under the new ticker symbol CYPH on the Nasdaq Capital Market as of market open on November 13, 2025.
• Engaging with regulatory agencies in the United States and Europe to discuss the registrational pathway for sirexatamab in colorectal cancer.
• Working with a leading diagnostics research laboratory to optimize the DKK1 biomarker diagnostic test.
• Providing an update on the next steps in sirexatamab development and on the registrational pathway in the first quarter of 2026.
• Stockholder approval is required for an amendment to the company's certificate of incorporation to effect a reverse stock split and/or increase authorized common shares to at least 490,000,000 shares.
• Stockholder approval is required for a new equity plan with a sufficient share reserve.
• SEC effectiveness of a Form S-8 for the new equity plan is required.
• Board or Compensation Committee approval is needed for the additional award of 3,036,457 RSUs to CoinXit and 5,616,906 RSUs to William McEvoy.

Key Dates

Keywords

Zcash, ZEC, Cryptocurrency, Digital Asset Treasury, Blockchain, Cypherpunk Technologies, Leap Therapeutics, Biotech, Oncology, Sirexatamab, Colorectal Cancer, DKK1, Winklevoss Capital, Equity Incentive Plan, Restricted Stock Units, Corporate Rebranding, Leadership Change, SEC Filing, Form 8-K