CYPHERPUNK TECHNOLOGIES INC. 8-K

What Happened

• On December 23, 2025, Cypherpunk Technologies Inc. (CYPH) disclosed that its Compensation Committee approved the grant of 5,448,157 restricted stock units (RSUs) to CoinXit Ltd. under the Company’s 2025 Equity Incentive Plan. This grant replaces and cancels an earlier November 11, 2025 grant of 2,411,700 RSUs under the 2022 Plan and satisfies the Company’s remaining RSU obligations to CoinXit under a Consulting Agreement dated November 11, 2025.
• The filing confirms CoinXit’s connection to the Company’s board: Khing Oei, CoinXit’s sole director/employee/stockholder, was appointed to the Board as an “Investor Designee” and elected Chairman pursuant to earlier agreements with the lead investor (Winklevoss Treasury Investments).

Key Details

• RSU amount: 5,448,157 RSUs granted on December 23, 2025 (aggregate equals cancelled November RSUs + previously required additional RSUs).
• Vesting: 12/36ths vest on October 8, 2026, then 1/36th vests monthly on the 8th thereafter, subject to continuous service.
• Acceleration: If CoinXit is terminated by the Company other than for Cause, or CoinXit terminates for Good Reason, all unvested RSUs automatically vest (provided CoinXit has no other service relationship immediately after termination).
• Settlement: Vested RSUs will be settled generally on the earliest of the Company’s first payroll date after cessation of service, June 8, or December 8 of the applicable year, subject to deferral rules in the RSU agreement.
• Documentation: The December 23, 2025 Restricted Stock Unit Grant Agreement is filed as Exhibit 10.1 to the Form 8-K.

Why It Matters

• The company issued a sizable equity award (5.45 million RSUs) to a consultant that is affiliated with an investor-designee who serves as Board Chairman, which could affect the company’s future share count and investor ownership percentages when RSUs settle into common stock.
• Vesting acceleration on certain termination events could accelerate conversion of these RSUs into shares. Retail investors should note the link between this equity grant and board representation and review the filed RSU agreement for details on timing, settlement and potential dilution.