---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-23-005803"
form_type: "8-K"
ticker: "CYPH"
cik: "0001509745"
company_name: "CYPHERPUNK TECHNOLOGIES INC."
filed_at: "2023-01-23T23:59:59+00:00"
generated_at: "2026-06-20T11:43:40.368596+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.9
calibrated_materiality_score: 0.9
confidence: "high"
source: SEC EDGAR
---

# Leap Therapeutics acquires Flame Biosciences in merger, issuing ~19.8M shares and Series X Preferred

## Summary
- 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.

## SEC filing metadata
- accession: 0001104659-23-005803
- form_type: 8-K
- ticker: CYPH
- cik: 0001509745
- company_name: CYPHERPUNK TECHNOLOGIES INC.
- filed_at: 2023-01-23T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.9
- calibrated_materiality_score: 0.9
- confidence: high
- sec_items: 1.01, 5.03, 2.01, 3.02, 5.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1509745/000110465923005803/0001104659-23-005803-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1509745/000110465923005803/tm233885d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-23-005803
- JSON: https://secwatch.observer/filing/0001104659-23-005803.json
- Plain text: https://secwatch.observer/filing/0001104659-23-005803.txt

## Key facts
- Executive change
  Patricia Martin was appointed as Director at CYPHERPUNK TECHNOLOGIES INC..
  - Action: appointed
  - Role: Director
  source text: Patricia Martin and Christian Richard were appointed to the Board as directors.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1509745/000110465923005803/0001104659-23-005803-index.htm
- Executive change
  Christian Richard was appointed as Director at CYPHERPUNK TECHNOLOGIES INC..
  - Action: appointed
  - Role: Director
  source text: Patricia Martin and Christian Richard were appointed to the Board as directors.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1509745/000110465923005803/0001104659-23-005803-index.htm
- Governance Changes
  CYPHERPUNK TECHNOLOGIES INC.: Filed certificate of designation for Series X Non-Voting Convertible Preferred Stock, establishing rights, preferences, and limitations.
  - Change: charter amendment
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1509745/000110465923005803/0001104659-23-005803-index.htm
- M&A Transactions
  CYPHERPUNK TECHNOLOGIES INC. completed an acquisition involving Flame Biosciences, Inc. (closed 2023-01-17).
  - Action: acquisition
  - Counterparty: Flame Biosciences, Inc.
  - Closing: 2023-01-17
  source text: On the Effective Date, Leap completed its business combination with Flame.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1509745/000110465923005803/0001104659-23-005803-index.htm
- Material Agreements
  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
  source text: Pursuant to the Merger Agreement, Leap has agreed to hold a stockholders’ meeting (the “ Special Meeting ”) to submit the following matters to its stockholders
  evidence_url: https://www.sec.gov/Archives/edgar/data/1509745/000110465923005803/0001104659-23-005803-index.htm
- Material Agreements
  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
  source text: 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 ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1509745/000110465923005803/0001104659-23-005803-index.htm
- Material Agreements
  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
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1509745/000110465923005803/0001104659-23-005803-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.