Cypherpunk Technologies (CYPH) Proxy Filing summary

Executive summary

• Special Meeting scheduled for December 15, 2025, to vote on five key proposals impacting capital structure, governance, and compensation.

• $58.88 million private placement completed in October 2025, led by Winklevoss Capital, to support digital asset treasury strategy and therapeutic development.

• Board unanimously recommends voting in favor of all proposals to enhance financial flexibility and maintain Nasdaq listing.

Voting matters and shareholder proposals

• Proposal 1: Amend charter to increase authorized shares from 250M to 500M, with 490M as common stock.

• Proposal 2: Authorize Board to effect a reverse stock split (1:5 to 1:20) within one year to regain Nasdaq compliance.

• Proposal 3: Approve 2025 Equity Incentive Plan, authorizing up to 31.45M shares for grants, with an evergreen provision.

• Proposal 4: Approve issuance of up to 152.75M shares upon warrant exercise from the private placement, potentially triggering a change of control under Nasdaq rules.

• Proposal 5: Authorize adjournment of the meeting if more votes are needed for any proposal.

Board of directors and corporate governance

• Winklevoss Capital, as Lead Investor, gains right to nominate up to two directors, including the Board chair, based on ownership thresholds.

• Board expanded to twelve members post-financing; Board supports all proposals.

• Non-employee directors receive annual cash retainers and stock option grants; Lead Independent Director receives additional compensation.