Cypherpunk Technologies (CYPH) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on June 18, 2025, with voting available online, by phone, mail, or during the meeting.

• Proxy materials are distributed electronically to reduce costs and environmental impact, with printed copies available upon request.

• Stockholders of record as of April 30, 2025, are eligible to vote on three main proposals.

• Forward-looking statements address clinical development, regulatory progress, and financial projections, subject to risks and uncertainties.

Voting matters and shareholder proposals

• Stockholders will vote on electing three Class II directors for terms ending in 2028.

• An advisory vote on executive compensation (Say-on-Pay) is included.

• Ratification of EisnerAmper LLP as independent auditors for 2025 is proposed.

• Board recommends voting “FOR” all proposals.

Board of directors and corporate governance

• Board consists of ten members divided into three classes with staggered three-year terms.

• Majority of directors are independent per Nasdaq rules; only the CEO and Chairman are not independent.

• Board committees include audit, compensation, and nominating/governance, each with defined charters and independent chairs.

• Board leadership is separated between CEO and Chairman, with a Lead Independent Director.

• Directors are encouraged to attend annual meetings and participate in ongoing education.