{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-23-073405","form_type":"8-K","ticker":"CYPH","cik":"0001509745","company_name":"CYPHERPUNK TECHNOLOGIES INC.","filed_at":"2023-06-21T23:59:59+00:00","discovered_at":"2026-05-14T18:03:39.164179+00:00","generated_at":"2026-06-13T19:57:32.740144+00:00","sec_items":["5.07","8.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.4,"calibrated_materiality_score":0.4,"confidence":"high","headline":"Leap Therapeutics shareholders approve reverse split, equity plan; preferred converts to 24M shares","bullets":["Directors Loscalzo, Mashiach, Mirabelli elected as Class III directors at annual meeting.","Advisory vote on executive compensation approved; frequency set to annual until 2029.","Amendment to 2022 Equity Incentive Plan and reverse stock split approved by shareholders.","Series X Non-Voting Convertible Preferred Stock conversion effective June 21, after approval.","Post-conversion and reverse split, common shares outstanding: 24,005,499."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-23-073405","json":"https://secwatch.observer/filing/0001104659-23-073405.json","markdown":"https://secwatch.observer/filing/0001104659-23-073405.md","text":"https://secwatch.observer/filing/0001104659-23-073405.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1509745/000110465923073405/0001104659-23-073405-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1509745/000110465923073405/tm2319369d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-13T19:57:32.740144+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"57b94acdb8a2d1274a52dda15a7621331ad84cab","claim":"CYPHERPUNK TECHNOLOGIES INC. shareholders approved Approval of issuance of common stock upon conversion of Series X Non-Voting Convertible Preferred Stock at the 2023-06-16 meeting.","evidence_excerpt":"The Company’s stockholders approved the issuance of the Company’s common stock upon the conversion of the Company’s Series X Non-Voting Convertible Preferred Stock (none of the shares of Common Stock represented by proxies or electronic votes at the Meeting that constituted shares of Common Stock issued by the Company to the former stockholders of Flame Biosciences, Inc. pursuant to the Agreement and Plan of Merger, dated as of January 17, 2023 by and among the Company, Fire Merger Sub, Inc., Flame Biosciences LLC, Flame Biosciences, Inc. and the Stockholder Representative, were entitled to vote on this proposal and, accordingly, none of such shares were voted on this proposal and/or counted or taken into account in the voting totals reflected below with respect to this proposal). Votes For Votes Against Votes Abstaining Broker Non-Votes 54,478,792 2,736,543 461,534 22,878,528","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1509745/000110465923073405/0001104659-23-073405-index.htm","confidence":0.99,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-16"}],"fact_type":"shareholder_vote"},{"claim_id":"9bf07aaa47a0edb86321104def1e6bba31dbc39f","claim":"CYPHERPUNK TECHNOLOGIES INC. shareholders approved Ratification of EisnerAmper LLP as independent registered public accounting firm at the 2023-06-16 meeting.","evidence_excerpt":"The appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, was ratified. Votes For Votes Against Votes Abstaining 69,037,017 1,706,979 26,305,923","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1509745/000110465923073405/0001104659-23-073405-index.htm","confidence":0.99,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-16"}],"fact_type":"shareholder_vote"},{"claim_id":"d615db1934e0cd851637ed13985fa23d3d898f49","claim":"CYPHERPUNK TECHNOLOGIES INC. shareholders approved Amendment to the 2022 Equity Incentive Plan at the 2023-06-16 meeting.","evidence_excerpt":"The Amendment to the Leap Therapeutics, Inc. 2022 Equity Incentive Plan was approved. Votes For Votes Against Votes Abstaining Broker Non-Votes 37,747,246 11,214,966 25,209,179 22,878,528","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1509745/000110465923073405/0001104659-23-073405-index.htm","confidence":0.99,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"equity plan"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-16"}],"fact_type":"shareholder_vote"},{"claim_id":"e233f37ef0080c3e6022805f0da9f1a1eb67b6cc","claim":"CYPHERPUNK TECHNOLOGIES INC. shareholders approved Advisory vote on frequency of say-on-pay votes at the 2023-06-16 meeting.","evidence_excerpt":"The Company’s stockholders approved, on an advisory basis, that future advisory votes on the compensation of the Company’s named executive officers be held every year. Votes For One Year Votes For 2 Years Votes For 3 Years Votes Abstain Broker Non-Votes 38,991,427 1,475,156 10,895,412 22,809,396 22,878,528","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1509745/000110465923073405/0001104659-23-073405-index.htm","confidence":0.99,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay frequency"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-16"}],"fact_type":"shareholder_vote"},{"claim_id":"e284dd88b8823b383f376e386266ad7b8b4bb022","claim":"CYPHERPUNK TECHNOLOGIES INC. shareholders approved Amendment to certificate of incorporation to effect reverse stock split at the 2023-06-16 meeting.","evidence_excerpt":"The amendment to the Fourth Amended and Restated Certificate of Incorporation to effect a reverse stock split was approved. Votes For Votes Against Votes Abstaining Broker Non-Votes 69,467,604 4,223,712 245,852 23,112,751","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1509745/000110465923073405/0001104659-23-073405-index.htm","confidence":0.99,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-16"}],"fact_type":"shareholder_vote"},{"claim_id":"e33c3a1be083bf2de96637449b1e76272a189342","claim":"CYPHERPUNK TECHNOLOGIES INC. shareholders approved Election of Class III directors at the 2023-06-16 meeting.","evidence_excerpt":"The following director nominees were elected to serve as Class III directors until the Company’s 2026 annual meeting of stockholders and until their successors are duly elected and qualified. Nominee Votes For Votes Withheld Votes Abstaining Broker Non-Votes Joseph Loscalzo 42,645,725 1,574,581 29,951,085 25,488,424 Nissim Mashiach 46,931,215 1,593,118 23,037,162 25,488,424 Christopher Mirabelli 47,007,005 1,498,585 23,055,905 25,488,424","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1509745/000110465923073405/0001104659-23-073405-index.htm","confidence":0.99,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-16"}],"fact_type":"shareholder_vote"},{"claim_id":"f08078e2ec0b1cdef7d06a0a29f0ec3682239213","claim":"CYPHERPUNK TECHNOLOGIES INC. shareholders approved Advisory vote on executive compensation at the 2023-06-16 meeting.","evidence_excerpt":"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 44,593,226 4,420,867 25,157,298 22,878,528","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1509745/000110465923073405/0001104659-23-073405-index.htm","confidence":0.99,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-16"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}