8-K
filed January 23, 2023, 6:59 PM ET
ticker CYPH
CIK 0001509745
M&A
confidence high
sentiment neutral
materiality 0.90
CYPHERPUNK TECHNOLOGIES INC. (CYPH): M&A transaction — Leap Therapeutics acquires Flame Biosciences in merger, issuing ~19.8M shares and Series X Preferred
CYPHERPUNK TECHNOLOGIES INC.
- Acquired Flame Biosciences for approx 19.8M common shares and 136,833 Series X Convertible Preferred shares.
- Flame stock options cancelled; outstanding warrants assumed and converted into Leap warrants.
- Appointed Patricia Martin and Christian Richard as new non-employee directors.
- Will hold special stockholder meeting to approve conversion of Series X Preferred into common shares.
- Entered into support agreements with HealthCare Ventures IX and HealthCare Ventures VIII.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 1.0
Patricia Martin was appointed as Director at CYPHERPUNK TECHNOLOGIES INC..
- Action
- appointed
- Role
- Director
Exact text from the filing
Patricia Martin and Christian Richard were appointed to the Board as directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Christian Richard was appointed as Director at CYPHERPUNK TECHNOLOGIES INC..
- Action
- appointed
- Role
- Director
Exact text from the filing
Patricia Martin and Christian Richard were appointed to the Board as directors.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
CYPHERPUNK TECHNOLOGIES INC.: Filed certificate of designation for Series X Non-Voting Convertible Preferred Stock, establishing rights, preferences, and limitations.
- Change
- charter amendment
Exact text from the filing
Series X Preferred Stock On the Effective Date, Leap filed a Certificate of Designation of Preferences, Rights and Limitations of Series X Non-Voting Convertible Preferred Stock with the Secretary of State of the State of Delaware (the “ Series X Certificate of Designation ”) in connection with the Merger.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
CYPHERPUNK TECHNOLOGIES INC. completed an acquisition involving Flame Biosciences, Inc. (closed 2023-01-17).
- Action
- acquisition
- Counterparty
- Flame Biosciences, Inc.
- Closing
- 2023-01-17
Exact text from the filing
On the Effective Date, Leap completed its business combination with Flame.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
CYPHERPUNK TECHNOLOGIES INC. entered into Merger Agreement with Flame valued at Merger of Leap and Flame (effective 2023-01-23).
- Action
- entry
- Agreement
- merger
- Counterparty
- Flame
- Value
- Merger of Leap and Flame
- Effective
- 2023-01-23
Exact text from the filing
Pursuant to the Merger Agreement, Leap has agreed to hold a stockholders’ meeting (the “ Special Meeting ”) to submit the following matters to its stockholders
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
CYPHERPUNK TECHNOLOGIES INC. entered into Support Agreements with HealthCare Ventures IX, L.P. and HealthCare Ventures VIII Liquidating Trust valued at Agreement to vote shares in favor of Merger Agreement Meeting Proposals (effective 2023-01-23).
- Action
- entry
- Agreement
- merger
- Counterparty
- HealthCare Ventures IX, L.P. and HealthCare Ventures VIII Liquidating Trust
- Value
- Agreement to vote shares in favor of Merger Agreement Meeting Proposals
- Effective
- 2023-01-23
Exact text from the filing
In connection with the execution of the Merger Agreement, Leap entered into stockholder support agreements (the “ Support Agreements ”) with each of HealthCare Ventures IX, L.P. and HealthCare Ventures VIII Liquidating Trust (the “ Stockholders ”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
CYPHERPUNK TECHNOLOGIES INC. entered into Registration Rights Agreement with those stockholders of Flame that become parties valued at Registration rights for certain stockholders of Flame (effective 2023-01-23).
- Action
- entry
- Counterparty
- those stockholders of Flame that become parties
- Value
- Registration rights for certain stockholders of Flame
- Effective
- 2023-01-23
Exact text from the filing
At the closing of the Merger, Leap entered into a Registration Rights Agreement (the “ Registration Rights Agreement ”) with those stockholders of Flame that become parties thereto.
View on SEC.gov
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