UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(Dd) of the Securities Exchange Act of 1934

Date of ~~report~~Report (Date of earliest event reported): March 416, 2026

Cypherpunk Technologies Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-37990	27-4412575
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

47 Thorndike Street, Suite B1-1 Cambridge, MA	02141
(Address of principal executive offices)	(Zip Code)

47 Thorndike Street, Suite B1-1
Cambridge, MA 02141

~~Registrant’s telephone~~(Address ~~number,~~of ~~including~~Principal ~~area~~Executive ~~code:~~Office) (~~617~~Zip Code) ~~714-0360~~

(617) 714-0360

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under ~~any~~ any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	~~Trading Symbol(s)~~	~~Name~~Trading ~~of each exchange on which registered~~Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001	CYPH	Nasdaq Capital Market
Common Stock, par value $0.001 per share		CYPH	The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 ~~of this chapter~~) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 ~~of this chapter~~).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 32.0102. ~~Notice~~Results of ~~Delisting~~Operations orand ~~Failure~~Financial ~~to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.~~Condition

On March 4 16, 2026, Cypherpunk Technologies Inc. (the “Company”) ~~received~~announced aits ~~notification~~financial ~~letter~~results ~~(the~~for ~~“Closing Bid Price Deficiency Letter”) from~~ the ~~Listing~~year ~~Qualifications~~ended ~~staff~~December of31, 2025. The ~~Nasdaq~~full ~~Stock~~text ~~Market~~of ~~LLC (“Nasdaq”) notifying~~ the ~~Company~~press ~~that,~~release ~~for~~issued ~~the~~by ~~last 30 consecutive business days,~~ the ~~closing~~Company ~~bid~~in ~~price~~connection ~~for~~with the ~~Company’s~~announcement ~~common~~is ~~stock~~furnished ~~has~~as ~~been~~Exhibit ~~below the minimum $1~~99.~~00 per~~1 ~~share required for continued listing on The Nasdaq Capital Market pursuant~~ to ~~Nasdaq~~this ~~Listing~~Current ~~Rule~~Report 5550(a)(2) (“Rule 5550(a)(2)”). The Closing Bid Price Deficiency Letter is a notice of deficiency, not delisting, and does not currently affect the listing or trading of the Company’s shares of common stock on ~~The~~Form ~~Nasdaq Capital Market~~8-K.

The ~~Company has~~information ~~180~~contained ~~days,~~herein orand ~~until~~in ~~August~~the ~~31,~~accompanying exhibit ~~2026,~~shall tonot ~~regain~~be ~~compliance~~incorporated ~~with Rule 5550(a)(2)~~ by ~~maintaining~~reference ainto ~~closing~~any ~~bid~~filing ~~price~~ of ~~at least $1.00 per share for a minimum of 10 consecutive business days. Additionally,~~ the Company, ~~may~~whether bemade ~~eligible~~before ~~for~~or anafter ~~additional~~the ~~compliance~~date ~~period~~hereof, regardless of ~~180~~any ~~calendar~~general ~~days~~incorporation ~~if,~~language onin ~~August~~such 31filing, ~~2026,~~unless ~~the~~expressly ~~Company~~incorporated ~~meets~~by ~~the~~specific ~~continued~~reference ~~listing~~to ~~requirement~~such ~~for~~filing. ~~market~~The ~~value of publicly held shares~~information ~~and~~in ~~all~~this ~~other~~Current ~~applicable~~Report ~~standards for initial listing~~ on ~~the~~Form ~~Nasdaq~~8-K, ~~Capital~~including ~~Market (with~~ the ~~exception~~information ofset ~~the~~forth ~~closing~~under ~~bid~~this ~~price~~Item ~~requirement) based~~2.02 onand the ~~Company’s~~exhibit ~~then~~hereto, ~~most~~shall ~~recent~~not ~~public~~be ~~filings~~deemed to ~~and~~be ~~market~~“filed” ~~information,~~for ~~and~~purposes ~~the~~of ~~Company~~Section ~~provides~~18 ~~written notice to Nasdaq~~ of ~~its~~the ~~intent~~Securities toExchange ~~cure~~Act ~~during such additional compliance period~~ of ~~180~~1934, ~~calendar~~as ~~days~~amended, ~~the~~or ~~deficiency~~otherwise insubject ~~the~~to ~~Company’s compliance with~~ the liabilities ~~minimum~~of ~~closing~~that ~~bid~~section ~~price~~or ~~requirement~~Sections of11 ~~Rule~~and ~~5550~~12(a)(2), ~~including,~~of ~~without~~the ~~limitation,~~Securities byAct ~~effecting~~of ~~a reverse stock split~~1933, ifas ~~necessary~~amended.

~~The~~Item ~~Company intends~~9.01. toFinancial ~~monitor~~Statements ~~closely the closing bid price of its common stock~~ and ~~to consider plans for regaining compliance with Rule 5550(a)(2)~~Exhibits. While the Company plans to review all available options, there can be no assurance that it will be able to regain compliance with the applicable rules during the 180-day compliance period ending on August 31, 2026, any additional compliance period, or at all.

~~-2-~~(d) Exhibits.

SIGNATURES

Exhibit Number		Description
99.1		Press Release of Cypherpunk Technologies Inc. dated March 16, 2026.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~SIGNATURES

	CYPHERPUNK TECHNOLOGIES INC.
Dated: March 9, 2026	By:	/s/ Douglas E. Onsi
	Name:	Douglas E. Onsi
	Title:	Chief Executive Officer and President

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CYPHERPUNK TECHNOLOGIES INC.

Date: March 16, 2026	/s/ Douglas E. Onsi
	Douglas E. Onsi
	President & CEO

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