LEAP THERAPEUTICS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

CYPHERPUNK TECHNOLOGIES INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands)

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the Three and Nine Months Ended September 30, 2024

(In thousands, except share amounts)

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the Three and Nine Months Ended September 30, 2025

(In thousands, except share amounts)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

Cypherpunk Technologies Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Nature of Business, Basis of Presentation and Liquidity

Nature of Business

Cypherpunk Technologies Inc. (formerly known as Leap Therapeutics, Inc.) (“the Company”) was incorporated in the state of Delaware on January 3, 2011. Wholly owned subsidiaries of the Company as of September 30, 2025 include HealthCare Pharmaceuticals Pty Ltd. (“HCP Australia”), Leap Securities Corp., and Flame Biosciences LLC.

The Company is a biopharmaceutical company developing biomarker-targeted antibody therapies designed to treat patients with cancer. The Company’s clinical stage program is sirexatamab (DKN-01), a monoclonal antibody that inhibits Dickkopf-related protein 1, or DKK1. The Company also has a preclinical antibody program, FL-501, that is designed to treat cachexia-related indications.

The Company has historically devoted substantially all of its resources to development efforts relating to its product candidates, including manufacturing and conducting clinical trials of its product candidates, providing general and administrative support for these operations and protecting its intellectual property. The Company does not have any products approved for sale and has not generated any revenue from product sales. The Company has funded its operations primarily through proceeds from its sales of common stock and preferred stock and proceeds from the issuance of notes payable.

As further discussed under “Note 11 — Subsequent Events”, on October 6, 2025, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with the investors named therein (the “Purchasers”), for the private placement (the “October 2025 Private Placement”) of (i) an aggregate of 15,212,311 shares of common stock of the Company, par value $0.001 per share (the “Common Stock”), at an offering price of $0.52064 per share, (ii) pre-funded warrants to purchase up to an aggregate of 80,768,504 shares of Common Stock at an offering price of $0.51964 per pre-funded warrant, each exercisable forone share of Common Stock at the exercise price of $0.001 per share, and (iii) common warrants to purchase up to an aggregate of 71,985,605 shares of Common Stock, each exercisable forone share of Common Stock at the exercise price of $0.5335 per common warrant share. The shares of common stock, together with the common warrants, had an aggregate purchase price of $0.61439 per unit, and the pre-funded warrants, together with the common warrants had an aggregate purchase price of $0.61339 per unit. The October 2025 Private Placement closed on October 8, 2025 (the “Closing Date”), with the Company receiving aggregate gross proceeds of approximately USD $58,888, before deducting fees and expenses. Immediately following the Closing Date, the Company initiated a strategy to deploy a portion of its capital raised that is not required to provide working capital for its ongoing operations to accumulate digital assets, focused on Zcash. Zcash is a protocol and blockchain network of connected devices all over the world, working together to validate transactions and maintain the Zcash ledger. ZEC is the monetary unit, or coin, of Zcash. Zcash allows for greater privacy, providing users with options for fully shielded transactions in which the sender, recipient, and amount are encrypted.

On November 12, 2025, the Company announced it would change its name from “Leap Therapeutics, Inc.” to “Cypherpunk Technologies Inc.”, and change its trading symbol from “LPTX” to “CYPH”. Effective as of November 12, 2025, the Company was renamed to “Cypherpunk Technologies Inc.” to reflect the strategic focus on acquiring ZEC, participating in the development of Zcash, and the values of privacy and liberty. The Company’s ongoing research and development operations will be conducted under a wholly-owned subsidiary named “Leap Therapeutics, Inc.” See “Note 11 — Subsequent Events.”

Basis of Presentation

The December 31, 2024 year-end condensed consolidated balance sheet data in the accompanying interim condensed consolidated financial statements was derived from audited consolidated financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2024, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 26, 2025.

The accompanying interim condensed consolidated financial statements are unaudited and have been prepared on the same basis as the audited consolidated financial statements as of and for the year ended December 31, 2024. In the opinion of management, the accompanying condensed consolidated financial statements contain all adjustments which are necessary for the fair presentation of the Company’s financial position as of September 30, 2025, statements of operations and statements of comprehensive loss for the three and nine months ended September 30, 2025 and 2024 and statements of cash flows for the nine months ended September 30, 2025 and 2024. Such adjustments are of a normal and recurring nature. The results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2025.

Liquidity

Since inception, the Company has been engaged in organizational activities, including raising capital, and research and development activities. The Company does not yet have a product that has been approved by the FDA, has not generated any product sales revenues and has not yet achieved profitable operations, nor has it ever generated positive cash flows from operations. There is no assurance that profitable operations, if achieved, could be sustained on a continuing basis. Further, the Company’s future operations are dependent on the success of the Company’s efforts to raise additional capital, its research and commercialization efforts, regulatory approval, and, ultimately, the market acceptance of the Company’s products.

In accordance with Accounting Standards Codification (“ASC”) 205-40, Going Concern, the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the condensed consolidated financial statements are issued. As of September 30, 2025, the Company had an accumulated deficit of $502,752 at September 30, 2025, and during the nine months ended September 30, 2025, the Company incurred a net loss of $35,381. The Company expects to continue to generate operating losses for the foreseeable future. In addition, the Company had cash and cash equivalents of $9,686 as of September 30, 2025. As discussed further under “Note 11 — Subsequent Events”, the Company completed the October 2025 Private Placement on October 8, 2025, resulting in net proceeds of approximately $57,000, net of fees and offering expenses payable by the Company. The Company believes that its cash and cash equivalents of $9,686 as of September 30, 2025, together with the $7,000 of net proceeds from the October 2025 Private Placement that will be used to support operating the business, will be sufficient to fund its operating expenses for at least the next 12 months from issuance of these financial statements.

In addition, to support its future operations and recently announced digital asset treasury strategy, the Company will likely seek additional funding through public or private equity financings or government programs and will seek funding or development program cost-sharing through collaboration agreements or licenses with larger pharmaceutical or biotechnology companies. The inability to obtain funding, as and when needed, could have a negative impact on the Company’s financial condition and ability to pursue its business strategies.

2. Summary of Significant Accounting Policies

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions are eliminated upon consolidation.

Use of Estimates

The presentation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Research and development incentive income and receivable

The Company recognizes other income from Australian research and development incentives when there is reasonable assurance that the income will be received, the relevant expenditure has been incurred, and the consideration can be reliably measured. The research and development incentive is one of the key elements of the Australian government’s support for Australia’s innovation system and is supported by legislative law primarily in the form of the Australian Income Tax Assessment Act 1997, as long as eligibility criteria are met.

Management has assessed the Company’s research and development activities and expenditures to determine which activities and expenditures are likely to be eligible under the research and development incentive regime described above. At each period end, management estimates the refundable tax offset available to the Company based on available information at the time.

Under the program, a percentage of eligible research and development expenses incurred by the Company through its subsidiary in Australia are reimbursed. The percentage was 43.5% for the year ended December 31, 2024 and for the nine months ended September 30, 2025.

The research and development incentive receivable represents an amount due in connection with the above program. The Company recorded a research and development incentive receivable of $743 and $704 as of September 30, 2025 and December 31, 2024, respectively, in the condensed consolidated balance sheets. During the three months ended September 30, 2024, the Company expensed ($499) of research and development incentive income recognized during the six months ended June 30, 2024, in connection with its estimated 2024 Australian tax liability. During the three months ended September 30, 2025, the Company expensed ($56) of research and development incentive income recognized during the six months ended June 30, 2025, in connection with its estimated 2025 Australian tax liability. The Company didnot record any Australian research and development incentives during the nine months ended September 30, 2025 and 2024.

The following table shows the change in the research and development incentive receivable from January 1, 2024 to September 30, 2025 (in thousands):

Foreign Currency Translation

The financial statements of the Company’s Australian subsidiary are measured using the local currency as the functional currency. The assets and liabilities of this subsidiary are translated into U.S. dollars at an exchange rate as of the consolidated balance sheet date. Equity is translated at historical exchange rates. Revenues and expenses are translated into U.S. dollars at average rates of exchange in effect during the period. The resulting cumulative translation adjustments have been recorded as a separate component of stockholders’ equity. Realized and unrealized foreign currency transaction gains and losses are included in the results of operations.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to credit risk consist principally of cash and cash equivalents. All cash and cash equivalents are held in United States or Australian financial institutions and money market funds. At times, the Company may maintain cash balances in excess of the federally insured amount of $250 per depositor, per insured bank, for each account ownership category. Although the Company currently believes that the financial institutions with whom it does business will be able to fulfill their commitments to the Company, there is no assurance that those institutions will be able to continue to do so. The Company has not experienced any credit losses associated with its balances in such accounts for the year ended December 31, 2024 or for the nine months ended September 30, 2025.

Restructuring Charges

On June 23, 2025, the Company’s Board of Directors approved a series of measures to conserve cash and reduce operating costs, including (i) the completion of the DeFianCe clinical trial and the wind-down of the Company’s research and development activities, including the Company’s sirexatamab and FL-501 development programs, and (ii) a reduction in force that impacted approximately 75% of the Company’s workforce. The reduction in force was conducted intwo phases (i) first, on June 30, 2025, that impacted the Company’s Chief Operating Officer, Chief Scientific Officer and Chief Manufacturing Officer and (ii) second, on July 31, 2025 that impacted the Chief Medical Officer of the Company. As a result of this workforce reduction, during the nine months ended September 30, 2025, the Company incurred $4,527 of charges recorded within restructuring charges in the condensed consolidated statements of operations. The Company does not expect to incur any further material charges related to this workforce reduction. The charges consist primarily of one-time employee severance and benefit costs and stock-based compensation expense related to acceleration of vesting. As of September 30, 2025, $2,204 is accrued within accrued expenses for employee severance benefits.

Deposits

As of September 30, 2025 and December 31, 2024, there were $783 and $823, respectively, of deposits made by the Company with certain service providers that are to be applied to future payments due under the service agreements or returned to the Company if not utilized, which were recorded in the condensed consolidated balance sheets.

Warrants

The Company will recognize on a prospective basis the value of the effect of the down round feature in the warrants to purchase shares of common stock that were issued in a private placement in November 2017 (the “2017 Warrants”) and in the warrants that were issued in a private placement in March 2020 (the “March 2020 Coverage Warrants”) when it is triggered (i.e., when the exercise price is adjusted downward). This value is measured as the difference between (1) the financial instrument’s fair value (without the down round feature) using the pre-trigger exercise price and (2) the financial instrument’s fair value (with the down round feature) using the reduced exercise price. The value of the effect of the down round feature will be treated as a dividend and a reduction to income available to common stockholders in the basic earnings per share (“EPS”) calculation. In connection with the private placement of common stock and prefunded warrants completed in April 2024 (the “April 2024 Private Placement”), when the 2017 Warrants were repriced from $10.55 to $2.82 as a result of a down round, the Company recorded a dividend of $234 during the nine months ended September 30, 2024. The 2017 Warrants expired in November 2024.

See “Note 11 — Subsequent Events” for a discussion of warrants issued in connection with the October 2025 Private Placement.

Fair Value of Financial Instruments

Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:

A summary of the assets carried at fair value in accordance with the hierarchy defined above is as follows (in thousands):

Cash equivalents of $4,213 and $23,299 as of September 30, 2025 and December 31, 2024, respectively, consisted of overnight investments and money market funds which are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices in active markets.

The carrying values of the research and development incentive receivable, accounts payable and accrued liabilities approximate their fair value due to the short-term nature of these assets and liabilities.

Leases

The Company accounts for leases in accordance with Accounting Standards Codification, or ASC, Topic 842,Leases.

At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present. Most leases with a term greater than one year are recognized on the balance sheet as right-of-use assets, lease liabilities and, if applicable, long-term lease liabilities. The Company has elected not to recognize on the balance sheet leases with terms of one year or less. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term. The Company has determined that the rate implicit in the lease is not determinable and the Company does not have borrowings with similar terms and collateral. Therefore, the Company considered a variety of factors, including observable debt yields from comparable companies and the volatility in the debt market for securities with similar terms, in determining that 8% was reasonable to use as the incremental borrowing rate for purposes of the calculation of lease liabilities.

In accordance with the guidance in Topic 842, components of a lease should be split into three categories: lease components (e.g., land, building, etc.), non-lease components (e.g., common area maintenance, maintenance, consumables, etc.), and non-components (e.g., property taxes, insurance, etc.). Then the fixed and in-substance fixed contract consideration (including any related to non-components) must be allocated based on fair values to the lease components and non-lease components.

Although separation of lease and non-lease components is required, certain practical expedients are available. Entities may elect the practical expedient to not separate lease and non-lease components. Rather, they would account for each lease component and the related non-lease component together as a single component. The Company has elected to account for the lease and non-lease components of each of its operating leases as a single lease component and allocate all of the contract consideration to the lease component only. The lease component results in an operating right-of-use asset being recorded on the consolidated balance sheets and amortized such that lease expense is recorded on a straight line basis over the term of the lease.

Segment Information

The Company’s chief operating decision maker (“CODM”), the Chief Executive Officer, manages the Company’s business activities as a single operating and reportable segment at the consolidated level. Accordingly, the Company’s CODM uses consolidated net loss to measure segment loss, allocate resources and assess performance. Further, the CODM reviews and utilizes functional expenses (research and development and general and administrative) at the consolidated level to manage the Company’s operations. Other segment items included in consolidated net loss are interest income and foreign currency gain (loss), which are reflected in the consolidated statements of operations and comprehensive loss.

Income taxes

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law, introducing significant changes to the U.S. federal income tax code. The OBBBA includes provisions affecting corporate tax incentives, international tax provisions, and various business credits and deductions. Pursuant to ASC 740, Income Taxes, the Company considered the effects of the OBBBA in its tax provision for the third quarter of 2025, the period in which the legislation was enacted. The tax law change did not have an impact on the tax provision recorded by the Company for the three and nine months ended September 30, 2025.

Net Loss per Share

Basic net loss per share is computed using the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed using the weighted average number of common shares outstanding during the period and, if dilutive, the weighted average number of potential shares of common stock, including the assumed exercise of stock options and warrants.

Subsequent Events

The Company considers events or transactions that occur after the balance sheet date but prior to the issuance of the financial statements to provide additional evidence for certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated as required. See “Note 11 — Subsequent Events” for additional discussion of the October 2025 Private Placement and related matters.

Recently issued accounting pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that the Company adopts as of the specified effective date.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The guidance in ASU 2023-09 improves the transparency of income tax disclosures by greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction. The standard is effective for public companies for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-09 effective January 1, 2025 and it did not have a material impact on the Company’s consolidated financial statements at adoption date.

In December 2023, the FASB issued ASU 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60), which requires certain crypto assets to be measured at fair value with changes recognized in net income and mandates additional disclosures. The amendments are effective for fiscal years beginning after December 15, 2024, including interim periods within those years, with early adoption permitted. The Company did not hold or acquire any crypto assets as of September 30, 2025, and therefore this guidance had no impact on the accompanying financial statements. Subsequent to quarter-end, the Company acquired crypto assets, which will be accounted for in accordance with ASU 2023-08.

3. Accrued Expenses

Accrued expenses consist of the following:

4. Leases

The Company has an operating lease for real estate in the United States and does not have any finance leases. The Company’s leases may contain options to renew and extend lease terms and options to terminate leases early. Reflected in the right-of-use asset and lease liability on the Company’s consolidated balance sheets are the periods provided by renewal and extension options that the Company is reasonably certain to exercise, as well as the periods provided by termination options that the Company is reasonably certain to not exercise.

The Company’s existing lease agreement for the premises located at 47 Thorndike Street (the “47 Thorndike Street Lease”) was set to expire on July 31, 2025. On July 1, 2025 the Company entered into a Fifth Amendment to Lease (“Fifth Amendment”) with Landlord, extending the 47 Thorndike Street Lease as a tenancy-at will (as amended, the “Lease”). The term of the Lease expires on the later of August 31, 2025 or the last day of any month identified by notice by the Company or Landlord to the other, not less than sixty (60) days in advance. The Lease includes variable lease and non-lease components that are not included in the right-of-use asset and lease liability and are reflected as an expense in the period incurred. Such payments primarily include common area maintenance charges.

In calculating the present value of future lease payments, the Company utilized its incremental borrowing rate based on the lease term. The Company has an existing net lease in which the non-lease components (e.g. common area maintenance, maintenance, consumables, etc.) are paid separately from rent based on actual costs incurred and therefore are not included in the right-of-use asset and lease liability and are reflected as an expense in the period incurred. During the nine months ended September 30, 2024, the Company extended the term of its operating lease to July 31, 2025 and recorded an additional right-of-use asset and lease liability of$420 and during the three and nine months ended September 30, 2025, the Company extended the term of its operating lease as a tenancy-at-will, with the term expiring on the later of August 31, 2025 or the last day of any month identified by notice by the Company or Landlord to the other, not less than sixty (60) days in advance, and recorded an additional right of-of-use asset and lease liability of$39. As of September 30, 2025, a right-of-use asset of $38 and lease liability of$38 are reflected on the condensed consolidated balance sheet. The Company recorded rent expense of$78 and$115, respectively, during the three months ended September 30, 2025 and 2024 and$313 and$340, respectively, during the nine months ended September 30, 2025 and 2024. Cash paid for amounts included in the measurement of lease liabilities was$58 and$117, respectively, during the three months ended September 30, 2025 and 2024 and$292 and$396, respectively, during the nine months ended September 30, 2025 and 2024.

Future lease payments under non-cancelable operating leases as of September 30, 2025 are detailed as follows:

5. Warrants

As of September 30, 2025, the number of shares of common stock issuable upon the exercise of outstanding warrants consisted of the following:

2017 Warrants

The 2017 Warrants contained full ratchet anti-dilution protection provisions. The Company recognized on a prospective basis the value of the effect of the down round feature in the warrant when it was triggered (i.e., when the exercise price was adjusted downward). This value was measured as the difference between (1) the financial instrument’s fair value (without the down round feature) using the pre-trigger exercise price and (2) the financial instrument’s fair value (with the down round feature) using the reduced exercise price. The value of the effect of the down round feature was treated as a dividend and a reduction to income available to common stockholders in the basic EPS calculation. In connection with the April 2024 Private Placement, when the 2017 Warrants were repriced from $10.55 to $2.82, the Company recorded a dividend of $234 during the nine months ended September 30, 2024. The 2017 Warrants expired in November 2024.

March 2020 Pre-funded Warrants

During the nine months ended September 30, 2025,824,718 March 2020 Pre-funded Warrants were cashless exercised, resulting in the issuance of 809,558 common shares of the Company’s common stock.

September 2021 Pre-funded Warrants

During the nine months ended September 30, 2025,591,603 September 2021 Pre-funded warrants were cashless exercised, resulting in the issuance of 590,424 common shares of the Company’s common stock.

April 2024 Pre-funded Warrants

During the nine months ended September 30, 2025,1,523,404 April 2024 Pre-funded Warrants were cashless exercised, resulting in the issuance of 1,521,059 common shares of the Company’s common stock.

January 2023 Common Stock Warrants

In January 2023, pursuant to the Merger, the warrants held by the Flame Warrant Holders became exercisable for 6,530 shares of the Company’s common stock (the “January 2023 Common Stock Warrants”). The January 2023 Common Stock Warrants had an exercise price of $6.78 per share and expired in February 2025.

January 2023 Series X Preferred Stock Warrants

In January 2023, pursuant to the Merger, the warrants held by the Flame Warrant Holders also became exercisable for 443 shares of Series X Preferred Stock (the “January 2023 Series X Preferred Stock Warrants”). Following Stockholder Approval, each share of Series X Preferred Stock converted into 100 shares of common stock during the three months ended June 30, 2023. The January 2023 Series X Preferred Stock Warrants had an exercise price of $6.78 per share and expired in February 2025.

See “Note 11 — Subsequent Events” for a discussion of warrants issued in connection with the October 2025 Private Placement.

6. Common Stock

Each share of common stock entitles the holder toone vote on all matters submitted to a vote of the Company’s stockholders. Common stockholders are entitled to receive dividends, as may be declared by the Board of Directors, if any, subject to the preferential dividend rights of the preferred stockholders. Through September 30, 2025, no dividends have been declared for shares of common stock.

Private Placement - April 2024

On April 15, 2024, the Company completed a private placement whereby the Company issued 12,660,993 shares of its common stock at a purchase price of $2.82 per share, and 1,523,404 prefunded warrants at a purchase price of $2.819 per share (which is equal to the price per share less the $0.001 exercise price per warrant share). The aggregate net proceeds received by the Company from the offering was $37,051, net of $2,948 of underwriting discounts and commissions and offering expenses payable by the Company.

See “Note 11 — Subsequent Events” for a discussion of the October 2025 Private Placement and related matters.

7. Equity Incentive Plans

Equity Incentive Plans

On January 20, 2017, the Company’s stockholders approved the 2016 Equity Incentive Plan (the “2016 Plan”). Beginning on January 1, 2018, the number of shares of common stock authorized for issuance pursuant to the 2016 Plan was increased each January 1 by an amount equal to 4% of the Company’s outstanding common stock as of the end of the immediately preceding calendar year or such lesser amount as determined by the compensation committee of the Company’s Board of Directors.

On June 16, 2022, the Company’s stockholders approved the 2022 Equity Incentive Plan (the “2022 Plan”), which provides for a total of 750,000 new shares of the Company’s common stock to be granted. In addition, on June 16, 2023, and July 2, 2024, stockholders approved new shares of the Company’s common stock to be added to the 2022 Plan for future issuance of 2,250,000 and 2,000,000, respectively.

As of September 30, 2025, there were 5,653,387 shares available for grant under the Company’s equity incentive plans.

A summary of stock option activity under the Equity Plans is as follows:

The assumptions that the Company used to determine the grant-date fair value of stock options granted to employees and directors during the nine months ended September 30, 2024 were as follows, presented on a weighted average basis:

Stock options generally vest over athree orfour year period, as determined by the compensation committee of the Board of Directors at the time of grant. The options expire 10 years from the grant date. As of September 30, 2025, there was approximately $824 of unrecognized compensation cost related to non-vested stock options, which is expected to be recognized over a remaining weighted-average period of approximately 1.52 years.

Restricted Stock Units (“RSUs”)

The Company did not grant any RSUs during the nine months ended September 30, 2025 and 2024.

The following table presents RSU activity under the 2016 Plan during the nine months ended September 30, 2025:

During the nine months ended September 30, 2025,220,000 RSUs vested. As of September 30, 2025, there wereno shares outstanding covered by RSUs.

The Company recognized stock-based compensation expense related to the issuance of stock option awards and RSUs to employees and non-employees in the condensed consolidated statements of operations during the three and nine months ended September 30, 2025 and 2024 as follows:

Stock Based Compensation Expense

See “Note 11 — Subsequent Events” for a discussion of RSUs issued November 12, 2025 and the 2025 Equity Incentive Plan.

8. Net Loss Per Share

Basic and diluted net loss per share for the three and nine months ended September 30, 2025 and 2024 was calculated as follows (in thousands except share and per share amounts).

Included within weighted average common shares outstanding for the three and nine months ended September 30, 2025 and 2024 are 5,450, and 2,945,175, respectively, common shares issuable upon the exercise of certain warrants, which are exercisable at any time for nominal consideration, and as such, the shares are considered outstanding for the purpose of calculating basic and diluted net loss per share attributable to common stockholders.

All warrants exercisable for common stock participate on a one-for-one basis and shares and warrants exercisable for Series X Preferred Stock issued participate on an as converted basis with common stock in the distribution of dividends, if and when declared by the board of directors, on the Company’s common stock. For purposes of computing EPS, these securities are considered to participate with common stock in earnings of the Company. Therefore, the Company calculates basic and diluted EPS using the two-class method. Under the two-class method, net income for the period is allocated between common stockholders and participating securities according to dividends declared and participation rights in undistributed earnings. No income was allocated to the warrants and Series X Preferred Stock for the three and nine months ended September 30, 2025 and 2024, as results of operations were a loss for the period.

The Company’s potentially dilutive securities include RSUs, stock options and warrants. These securities were excluded from the computations of diluted net loss per share for the three and nine months ended September 30, 2025 and 2024, as the effect would be to reduce the net loss per share. The following table includes the potential shares of common stock, presented based on amounts outstanding at each period end, that were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect:

See “Note 11 — Subsequent Events” for a discussion of securities issued in the October 2025 Private Placement and RSUs issued in November 2025.

9. Commitments and Contingencies

Manufacturing Agreements—The Company is party to manufacturing agreements with vendors to manufacture DKN-01, its lead product candidate, for use in clinical trials. As of September 30, 2025, there wereno noncancelable commitments under these agreements.

Insurance Financing Agreement—In March 2025, the Company entered into an insurance premium financing and security agreement with Aon Premium Finance, LLC. Under the agreement, the Company financed $440 of insurance premiums at a 8.74% fixed annual interest rate. Payments of approximately $42 are due monthly through February 2026. As of September 30, 2025, the outstanding principal of the loan was $124 and is included within accrued expenses in the condensed consolidated balance sheets.

License and Service Agreement—On January 3, 2011, the Company entered into a license agreement with Eli Lilly and Company (“Lilly”), a shareholder, to grant a license to the Company for certain intellectual property rights relating to pharmaceutically active compounds that may be useful in the treatment of bone healing, cancer and, potentially, other medical conditions. As defined in the license agreement, the Company would be required to pay royalties to Lilly based upon a percentage in the low single digits of net sales of developed products, if and when achieved. However, there can be no assurance that clinical or commercialization success of developed products will occur, andno royalties have been paid or accrued through September 30, 2025.

**Collaboration Agreement—**On August 10, 2020, the Company entered into a collaboration agreement with Adimab, LLC (the “Adimab Agreement”), pursuant to which Adimab will conduct research programs to develop monoclonal antibodies to certain targets identified by the Company and provide it with an option to acquire exclusive rights to such antibodies. Upon payment of an option fee, on a product-by-product basis, Adimab will grant the Company a world-wide, exclusive license for, or assign ownership to the Company of, certain intellectual property rights and grant the Company a non-exclusive license with respect to the Adimab platform technology. As defined in the Adimab Agreement, after exercising an option and making the option payment, the Company would be required to pay Adimab milestones upon the completion of clinical development and regulatory milestones, along with a royalty in the low-single digits of net sales of each product, if and when achieved. However, there can be no assurance that clinical, or commercialization success will occur, andno royalties have been paid or accrued through September 30, 2025.

**Legal Proceedings—**At each reporting date, the Company evaluates whether a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company expenses as incurred the costs related to its legal proceedings. As of the date of this report, the Company is not currently a party to any material legal proceedings.

Indemnification Agreements—In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its board of directors that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date, the Company has not incurred any material costs as a result of such indemnifications. The Company is not aware of any claims under indemnification arrangements, and it has not accrued any liabilities related to such obligations in its condensed consolidated financial statements as of September 30, 2025 or December 31, 2024.

10. Income Taxes

During the three and nine months ended September 30, 2025 and 2024, the company recorded a provision for income taxes of $202 and $708, respectively, related to the Company’s operations in Australia.

11. Subsequent Events

Private Placement – October 2025

Securities Purchase Agreement

On October 6, 2025, the Company entered into the Securities Purchase Agreement with Winklevoss Treasury Investments, LLC (“Winklevoss Capital”) as Lead Investor (the “Lead Investor”) and the other investors named therein, for the private placement of (i)15,212,311 shares of Company common stock, par value $0.001 per share, at an offering price of $0.52064 per share (the “October 2025 Shares”), (ii) pre-funded warrants (the “October 2025 Pre-Funded Warrants”) to purchase up to an aggregate of 80,768,504 shares of the Company’s common stock at an offering price of $0.51964 per Pre-Funded Warrant, each exercisable forone share of common stock at the exercise price of $0.001 per Pre-Funded Warrant Share and (iii) common warrants (the “October 2025 Common Warrants”) to purchase up to an aggregate of 71,985,605 shares of Company common stock, each exercisable forone share of common stock at an exercise price of $0.5335 per common warrant share. The shares of common stock, together with the common warrants, had an aggregate purchase price of $0.61439 per unit, and the pre-funded warrants, together with the common warrants had an aggregate purchase price of $0.61339 per unit. The October 2025 Private Placement closed on October 8, 2025. The aggregate gross proceeds received by the Company from the offering was $58,888 and after fees and offering expenses payable by the Company the approximate net proceeds were $57,000.

The October 2025 Common Warrants are exercisable in cash or by means of a cashless exercise. They expire on thetenth anniversary of their date of issuance. The exercise price and the number of shares of common stock issuable upon exercise of each common warrant is subject to appropriate adjustment in the event of certain stock dividends, stock splits, stock combinations, or similar events affecting the common stock.

The October 2025 Pre-Funded Warrants are exercisable in cash or by means of a cashless exercise and will not expire until the date such Pre-Funded Warrants are fully exercised. The unfunded exercise price of each pre-funded warrant will equal $0.001 per underlying pre-funded warrant share. The exercise price and the number of shares of Common Stock issuable upon exercise of each pre-funded warrant is subject to appropriate adjustment in the event of certain stock dividends, stock splits, stock combinations, or similar events affecting the common stock.

The Securities Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, other obligations of the parties and termination provisions.

Parcrest International (“Parcrest”) served as the Company’s placement agent in connection with the October 2025 Private Placement. On the Closing Date, the Company paid Parcrest $1,500, of which $1,000 was paid in cash and the remainder in the form of warrants (the “Placement Agent Warrants”), which are of the same series and have the same terms as the Common Warrants, to purchase up to 4,000,000 shares of Common Stock. The Placement Agent has agreed that it shall not sell, transfer, assign, pledge, or otherwise dispose of any of the Placement Agent Warrants or the warrant shares underlying the Placement Agent Warrants for a period of six (6) months following the Closing Date, except with the prior written consent of both the Company and the Lead Investor.

Lead Investor Agreement

In connection with the Securities Purchase Agreement, the Company entered into a Lead Investor Agreement, dated October 6, 2025 (the “Lead Investor Agreement”) with Winklevoss Capital to secure its commitment as Lead Investor in the October 2025 Private Placement. Pursuant to the Lead Investor Agreement, as of the Closing Date, the Board of Directors of the Company (the “Board”) increased the size of the Board totwelve members and, subject to applicable corporate governance requirements and maintenance of certain ownership thresholds, granted the Lead Investor the right to appointtwo directors to the Board to fill the vacancies (the “Investor Designees”), one of whom shall act as chair of the Board. The Company has agreed to use its reasonable best efforts to cause the Investor Designees to be elected to the Board (including recommending that the Company’s stockholders vote in favor of the election of the Investor Designees). The Lead Investor Agreement also contains customary representations and warranties, confidentiality provisions and limitations on liability.

Registration Rights Agreement

In connection with the Securities Purchase Agreement, the Company entered into a Registration Rights Agreement, dated October 6, 2025, with the investors named therein (the “Registration Rights Agreement”), providing for the registration for resale of the October 2025 Shares, the October 2025 Common Warrant Shares, and the October 2025 Pre-Funded Warrant Shares on an effective registration statement, pursuant to a registration statement (the “Resale Registration Statement”) to be filed with the SEC no later than thirty (30) days following the written demand by any Purchaser. The Company has agreed to use commercially reasonable efforts to cause the Resale Registration Statement to be declared effective as promptly as possible, but in no event later than the tenth (10th) calendar day following its filing date, or, in the event of a review by the SEC, the seventy-fifth (75th) calendar day following the filing date (provided, that if the SEC is closed for operations due to a government shutdown, the effectiveness date shall be extended by the same number of trading days on which the SEC remains closed), and to keep the Resale Registration Statement continuously effective from the date on which the SEC declares the Resale Registration Statement to be effective until (i) the date on which the Purchasers shall have resold or otherwise disposed of all the Registrable Securities (as such term is defined in the Registration Rights Agreement) covered thereby, or (ii) the date on which the Registrable Securities may be resold by the Purchasers without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliance with the current public information requirement under Rule 144 or any other rule of similar effect.

The Company has granted the Purchasers customary indemnification rights in connection with the Registration Rights Agreement. The Purchasers have also granted the Company customary indemnification rights in connection with the Registration Rights Agreement.

ZEC Token Purchases

Subsequent to the three month period ended September 30, 2025, the Company purchased 203,775 ZEC tokens at a weighted average cost of $245.37 per token, for an aggregate purchase price of $50,000. The purchases were made pursuant to a Digital Asset Purchase and Sale Agreement entered into with a subsidiary of Gemini Space Station, LLC, and were subject to Gemini’s standard fee schedules. Gemini is an affiliate of Winklevoss Capital.

Special Meeting of Stockholders

On November 3, 2025, the Company filed a definitive proxy statement with the SEC in connection with a special meeting of stockholders to be held December 15, 2025 for the purpose of voting on proposals to (i) amend the Company’s charter to increase the total number of shares that the Company is authorized to issue from two hundred fifty million (250,000,000) shares to five hundred million (500,000,000) shares, of which four hundred ninety million (490,000,000) shall be designated as Common Stock; (ii) grant the Board discretion to amend the Company’s charter to effect a reverse stock split, in a ratio ranging from 1:5 up to 1:20, with such ratio and timing of the reverse stock split to be effected, if at all, in the Board’s sole discretion within one year of approval; (iii) adopt a new 2025 Equity Incentive Plan; (iv) allow the Company, for the purpose of complying with Nasdaq Listing Rule 5635, to issue shares in excess of 19.99% of the Company’s outstanding Common Stock upon the exercise of certain warrants issued to purchasers in the October 2025 Private Placement, which issuance, if it were to occur, would be considered a “change of control” under Nasdaq rules; and (v) approve the adjournment or postponement of the special meeting to enable the Board to solicit additional proxies.

Appointment of New Board Directors and Chief Investment Officer

Effective November 11, 2025, the Company appointed Mr. Khing Oei as Chairman of the Board of Directors, and appointed Mr. Will McEvoy as a Board member. Each of Messrs. Oei and McEvoy were appointed as “Investor Designees” pursuant to the Lead Investor Agreement. In conjunction with these appointments, Christopher Mirabelli will step down from his role as Chairman of the Board of Directors, while remaining a Board member.

Effective November 11, 2025, Mr. McEvoy has also been appointed as the Company’s Chief Investment Officer, pursuant to the terms of an Executive Employment Agreement, dated November 11, 2025, between the Company and Mr. McEvoy (the “Employment Agreement”). Under the Employment Agreement, Mr. McEvoy is entitled to an annual base salary of $250 to an annual 40% bonus opportunity, and to participate in the Company’s employee benefit plans. In addition, subject to the terms and conditions set forth therein, the Employment Agreement provides for the potential future grant to Mr. McEvoy of an equity award consisting of 5,616,906 RSUs to be issued under or pursuant to an equity incentive plan of the Company, which RSUs, if vested pursuant to their terms, would entitle Mr. McEvoy toone share of the Company’s Common Stock per RSU.

Consulting Agreement; Grant of RSUs to CoinXit Ltd.

In connection with Mr. Oei’s appointment to the Board, on and effective November 11, 2025, the Company entered into a Consulting Agreement with CoinXit Ltd. (“CoinXit”), of which Mr. Oei is the sole owner and director (the “Consulting Agreement”). CoinXit may be entitled to fees for services rendered in connection with certain Project Assignments (as defined in the Consulting Agreement) for which the Company may decide to engage CoinXit, which fees may be in excess of $120. Pursuant to the terms of the Consulting Agreement, on November 11, 2025, the Company granted CoinXit an equity award consisting of 2,411,700 RSUs under the Company’s 2022 Equity Incentive Plan, which RSUs, if vested pursuant to their terms, will entitle CoinXit toone share of the Company’s Common Stock per RSU. In addition, the Consulting Agreement provides for the potential future grant to CoinXit of an additional equity award consisting of 3,036,457 RSUs to be issued under or pursuant to an equity incentive plan of the Company, which RSUs, if vested pursuant to their terms, would entitle CoinXit toone share of the Company’s Common Stock per RSU.

Grant of RSUs to Directors and Certain Employees

Effective November 11, 2025, the Compensation Committee of the Board approved the issuance of an aggregate of 3,241,687 RSUs to the directors and certain employees of the Company, of which 2,560,674 RSUs were issued pursuant to the Company’s 2016 Equity Incentive Plan, and 681,013 RSUs were issued pursuant to the Company’s 2022 Equity Incentive Plan. The RSUs, if vested pursuant to their terms, would entitle the recipient toone share of the Company’s Common Stock per RSU.

Name Change; Amended and Restated Bylaws

On November 12, 2025, the Company filed a Certificate of Amendment to the Fourth Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to change its name from “Leap Therapeutics, Inc.” to “Cypherpunk Technologies Inc.”, and announced the change of its Nasdaq ticker symbol from “LPTX” to “CYPH”, which is anticipated to become effective November 13, 2025. The Company’s ongoing research and development operations will be conducted under a wholly-owned subsidiary named “Leap Therapeutics, Inc.” In connection with the name change, the Board adopted Amended and Restated Bylaws of the Company, effective as of November 12, 2025, which reflect the Company’s new name and include miscellaneous revisions to remove outdated provisions.