Cypherpunk Technologies Announces Asset Purchase via Pre‑Funded Warrant

What Happened

• Cypherpunk Technologies Inc. (CYPH) entered into an Asset Purchase Agreement (APA) on August 17, 2026 to buy certain mining assets and hosting agreements from Moria Mining, LLC and affiliate Winklevoss Treasury Investments, LLC (WTI). The aggregate purchase price is $33,333,333, payable via a Pre‑Funded Warrant to purchase 43,290,042 shares of Cypherpunk Common Stock. The Pre‑Funded Warrant has an exercise price of $0.001 per share, is exercisable (cash or cashless) and does not expire until fully exercised, subject to certain ownership limits and adjustments.
• The Company formed a wholly owned subsidiary, Cypherpunk Mining LLC, as the buyer under the APA and agreed to assume liabilities related to the purchased assets (other than specified excluded liabilities). The transaction was approved under the Company’s Related Person Transaction Policy and WTI, an affiliate of the seller, beneficially owns 19.9% of Cypherpunk’s stock and has appointed two directors to the Board.

Key Details

• Purchase price: $33,333,333 payable via a Pre‑Funded Warrant for 43,290,042 shares. Exercise price: $0.001 per share.
• Ownership limit: Warrant exercisability is limited so the holder (and affiliates) cannot beneficially own more than 19.99% of outstanding common stock after exercise; holder may change that limit by notice (61 days for increases), but not above 19.99%.
• Stockholder approval: The Company will seek stockholder approval at its next annual meeting to allow issuance of more than 5,377,442 shares (≈4.99% pre‑transaction outstanding) and to remove other exercise limitations; WTI must vote its shares to approve the proposal.
• Registration rights: On August 17, 2026 the Company amended its Registration Rights Agreement so WTI’s Common Stock and any shares issued/issuable to WTI under the warrant are registrable for resale.

Why It Matters

• Dilution and ownership: The $33.33M purchase is being paid with a large pre‑funded warrant that could convert into 43.29M shares. That creates potential dilution if and when exercised, though exercise is limited by the 19.99% cap unless shareholders approve broader issuance.
• Governance and strategy: WTI already holds a significant stake (19.9%) and has appointed two directors; this transaction transfers mining equipment and hosting contracts into Cypherpunk’s control, supporting the company’s mining operations strategy.
• Liquidity/resale: The amendment to registration rights means the shares issued or issuable to WTI will generally be registrable for resale, which can affect the market supply of Cypherpunk shares if the warrants are exercised and registered.
• Recent related announcement: On August 18, 2026 the Company issued a press release saying it launched what it called the “world’s largest Zcash mining fleet,” highlighting the operational intent behind the asset purchase.

(See filed exhibits for the full Asset Purchase Agreement, Pre‑Funded Warrant form, Registration Rights Amendment, and press release.)