CYPHERPUNK TECHNOLOGIES INC.
For the period ended Jun 30, 2026. Filed Aug 12, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 12, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-14.
0001104659-26-060662
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-12.
0001104659-26-094449
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 59 previous paragraphs and 79 current paragraphs.
43 unchanged; 15 reworded; 14 added; 0 removed; 1 previous and 7 current paragraphs rearranged.
Tables are not compared: 31 previous and 31 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (14)
Current report
timetable for the conclusion of the process and do not intend to disclose developments unless and until we determine that further disclosure is appropriate or required.
Current report
Restructuring Charges
Current report
During the three months ended June 30, 2025, we announced a workforce reduction involving approximately 75% of our workforce. As a result of this workforce reduction, during the three months ended June 30, 2025, we incurred $4.5 million of charges, consisting primarily of one-time employee severance and benefit costs and stock based compensation expense related to acceleration of vesting.
Current report
Unrealized Gain on Change in Fair Value of Embedded Derivative
Current report
During the three months ended June 30, 2026, we recorded an unrealized gain of $46.0 million on the change in fair value of embedded derivative.
Current report
Comparison of the Six Months Ended June 30, 2026 and 2025
Current report
Research and Development Expenses
Current report
Research and development expenses were $0.4 million for the six months ended June 30, 2026, compared to $23.4 million for the six months ended June 30, 2025. The decrease of $23.0 million in research and development expenses during the six months ended June 30, 2026 as compared to the same period in 2025, was primarily due to a decrease of $14.9 million in clinical trial costs and a decrease of $1.6 million in manufacturing costs, due to the completion of our clinical trials. In connection with the Company’s reduction in force in 2025, there was also a decrease of $5.5 million in payroll and other related expenses due to a decrease in headcount of our R&D full-time employees and a decrease of $1.0 million in stock based compensation expense due to forfeited stock options and no stock options granted in 2025 to R&D employees.
Current report
General and Administrative Expenses
Current report
Restructuring Charges
Current report
During the six months ended June 30, 2025, we announced a workforce reduction involving approximately 75% of our workforce. As a result of this workforce reduction, during the six months ended June 30, 2025, we incurred $4.5 million of charges, consisting primarily of one-time employee severance and benefit costs and stock based compensation expense related to acceleration of vesting.
Current report
Interest Income
Current report
Australian Research and Development Incentives
Current report
Foreign Currency Gain/Loss
Reworded paragraphs (15)
Previous wording
Our research and development activities have included conducting nonclinical studies and clinical trials, manufacturing development efforts and activities related to regulatory filings for our product candidates, primarily sirexatamab. We recognize research and development expenses as they are incurred. Our research and development expenses during the three months ended March 31, 2026 consisted primarily of:
Current wording
Our research and development activities have included conducting nonclinical studies and clinical trials, manufacturing development efforts and activities related to regulatory filings for our product candidates, primarily sirexatamab. We recognize research and development expenses as they are incurred. Our research and development expenses during the six months ended June 30, 2026 consisted primarily of costs related to compliance with regulatory requirements.
Previous wording
Our direct research and development expenses are tracked on a program-by-program basis and consist primarily of internal and external costs, such as employee costs, including salaries and stock-based compensation, other internal costs, fees paid to
Current wording
Our direct research and development expenses are tracked on a program-by-program basis and consist primarily of internal and external costs, such as employee costs, including salaries and stock-based compensation, other internal costs, fees paid to consultants, central laboratories, contractors and CROs in connection with our clinical and preclinical trial development activities. We use internal resources to manage our clinical and preclinical trial development activities and perform data analysis for such activities.
Previous wording
The table below summarizes our research and development expenses incurred by development program and the R&D Incentive income for the three months ended March 31, 2026 and 2025:
Current wording
The table below summarizes our research and development expenses incurred by development program and the R&D Incentive income for the three and six months ended June 30, 2026 and 2025:
Previous wording
Research and development incentive income includes payments under the R&D Incentive Program from the government of Australia. The R&D Incentive Program is one of the key elements of the Australian government’s support for Australia’s innovation system. It was developed to assist businesses in recovering some of the costs of undertaking research and development. The research and development tax incentive provides a tax offset to eligible companies that engage in research and development activities.
Current wording
system. It was developed to assist businesses in recovering some of the costs of undertaking research and development. The research and development tax incentive provides a tax offset to eligible companies that engage in research and development activities.
Previous wording
Research and development expenses were $0.2 million for the three months ended March 31, 2026, compared to $12.9 million for the three months ended March 31, 2025. The decrease of $12.7 million in research and development expenses during the three months ended March 31, 2026 as compared to the same period in 2025, was primarily due to the completion of our clinical trials and the Company’s reduction in force in June 2025. There was also a decrease of $0.2 million in consulting fees related to research and development activities.
Current wording
Research and development expenses were $0.2 million for the three months ended June 30, 2026, compared to $10.5 million for the three months ended June 30, 2025. The decrease of $10.3 million in research and development expenses during the three months ended June 30, 2026 as compared to the same period in 2025, was primarily due to a decrease of $7.5 million in clinical trial costs and a decrease of $0.7 million in manufacturing costs, due to the completion of our clinical trials. In connection with the Company’s reduction in force in 2025, there was also a decrease of $1.8 million in payroll and other related expenses due to a decrease in headcount of our R&D full-time employees and a decrease of $0.3 million in stock based compensation expense due to forfeited stock options and no stock options granted in 2025 to R&D employees.
Previous wording
General and administrative expenses were $4.7 million for the three months ended March 31, 2026 compared to $3.0 million for the three months ended March 31, 2025. The increase of $1.7 million in general and administrative expenses during the three months ended March 31, 2026 as compared to the same period in 2025, was primarily due to a $1.6 million increase in stock based compensation expense due to RSUs granted to general and administrative employees and directors during the three months ended December 31, 2025. There was also an increase of $0.6 million in professional fees due to increased audit and financial consulting fees associated with digital assets. These increases were partially offset by a $0.5 million decrease in payroll and other related expenses due to a decrease in headcount of our general and administrative employees due to the reduction in force.
Current wording
General and administrative expenses were $4.5 million for the three months ended June 30, 2026 compared to $1.8 million for the three months ended June 30, 2025. The increase of $2.7 million in general and administrative expenses during the three months ended June 30, 2026 as compared to the same period in 2025, was primarily due to a $1.7 million increase in stock based compensation expense due to RSUs granted to general and administrative employees and directors during the three months ended December 31, 2025. There was also a $0.8 million increase in payroll and other related expenses due to the reversal of incentive based compensation expense during the three months ended June 30, 2025 and an increase of $0.2 million in professional fees due to increased audit and financial consulting fees associated with digital assets.
Previous wording
During the three months ended March 31, 2026 and 2025, we recorded interest income of $0.1 million and $0.4 million, respectively. The decrease was due to a higher average cash and cash equivalent balance during the three months ended March 31, 2025.
Current wording
During the three months ended June 30, 2026 and 2025, we recorded interest income of $0.1 million and $0.2 million, respectively. The decrease was due to a higher average cash and cash equivalent balance during the three months ended June 30, 2025.
Previous wording
During the three months ended March 31, 2026 and 2025, we recorded an immaterial amount of foreign currency transaction losses. Foreign currency transaction losses are due to changes in the Australian dollar exchange rate related to activities of the Australian entity.
Current wording
During the three months ended June 30, 2026 and 2025, we recorded an immaterial amount of foreign currency transaction gains (losses). Foreign currency transaction losses are due to changes in the Australian dollar exchange rate related to activities of the Australian entity.
Previous wording
We record R&D incentive income based upon the applicable percentage of eligible research and development activities under the R&D Incentive Program, which expenses included the cost of manufacturing clinical trial material. During the three months ended March 31, 2025, we recorded $0.1 million of R&D incentive income. During the three months ended March 31, 2026, we did not record any R&D incentive income.
Current wording
We record R&D incentive income based upon the applicable percentage of eligible research and development activities under the R&D Incentive Program, which expenses included the cost of manufacturing clinical trial material. During the six months ended June 30, 2025, we recorded $0.1 million of R&D incentive income. During the six months ended June 30, 2026, we did not record any R&D incentive income.
Previous wording
During the three months ended March 31, 2026, we recorded a $77.6 million unrealized loss on the change in fair value of embedded derivative.
Current wording
During the six months ended June 30, 2026, we recorded a $31.6 million unrealized loss on the change in fair value of embedded derivative.
Previous wording
In accordance with Accounting Standards Codification (“ASC”) 205-40, Going Concern, we have evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the condensed consolidated financial statements are issued. As of March 31, 2026, we had cash and cash equivalents of $6.7 million and ZEC treasury holdings categorized as a digital asset receivable valued at $73.8 million. Additionally we had accumulated deficit of $539.7 million at March 31, 2026 and during the three months ended March 31, 2026, we incurred a net loss of $77.2 million. We expect to continue to generate operating losses for the foreseeable future. We believe that our cash and cash equivalents of $6.7 million as of March 31, 2026, together with our ability to raise additional capital from the $200.0 million Sales Agreement with Cantor, will be sufficient to fund our operating expenses for at least the next 12 months from issuance of these financial statements.
Current wording
In accordance with Accounting Standards Codification (“ASC”) 205-40, Going Concern, we have evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the condensed consolidated financial statements are issued. As of June 30, 2026, we had cash and cash equivalents of $7.6 million and ZEC treasury holdings categorized as a digital asset receivable valued at $129.4 million. Additionally we had accumulated deficit of $500.3 million at June 30, 2026 and during the six months ended June 30, 2026, we incurred a net loss of $37.8 million. We expect to continue to generate operating losses for the foreseeable future. We believe that our cash and cash equivalents of $7.6 million as of June 30, 2026, together with our ability to raise additional capital from the $200.0 million Sales Agreement with Cantor, will be sufficient to fund our operating expenses for at least the next 12 months from issuance of these financial statements.
Previous wording
Operating activities.* *Net cash used in operating activities for the three months ended March 31, 2026 was primarily related to our net loss of $77.2 million, a noncash change in deferred income taxes of $5.1 million and changes in working capital, including a decrease in accounts payable and accrued expenses of $1.6 million. These changes were partially offset by a decrease of $0.7 million in other assets, a decrease of $0.1 million in prepaid expenses and other assets, noncash stock-based compensation expense of $2.1 million and a noncash unrealized loss on the change in fair value of embedded derivative of $77.6 million.
Current wording
*Operating activities.*Net cash used in operating activities for the six months ended June 30, 2026 was primarily related to our net loss of $37.8 million, a noncash change in deferred income taxes of $3.2 million and changes in working capital, including a decrease in accounts payable and accrued expenses of $2.5 million and a decrease in taxes payable of $0.4 million. These changes were partially offset by a decrease of $0.6 million in deposits, a decrease of $0.6 million in prepaid expenses and other assets, a decrease of $0.6 million in research and development incentive receivable, noncash stock-based compensation expense of $4.3 million and a noncash unrealized loss on the change in fair value of embedded derivative of $31.6 million.
Previous wording
Net cash used in operating activities for the three months ended March 31, 2025 was primarily related to our net loss from the operation of our business of $15.4 million and net changes in working capital, including a decrease in accounts payable and accrued expenses of $0.4 million, a decrease in lease liabilities of $0.1 million and an increase in research and development incentive receivable of $0.1 million. These changes were partially offset by a decrease of $0.2 million in prepaid expenses and other assets, a decrease of $0.1 million in right-of-use asset and noncash stock-based compensation expense of $1.2 million.
Current wording
Net cash used in operating activities for the six months ended June 30, 2025 was primarily related to our net loss from the operation of our business of $32.1 million and net changes in working capital, including a decrease of $0.2 million in income tax payable, a decrease of $0.2 million in lease liabilities and an increase in research and development incentive receivable of $0.1 million. These changes were partially offset by an increase in accounts payable and accrued expenses of $0.6 million, a decrease of $0.1 million in prepaid expenses and other assets, a decrease of $0.2 million in right-of-use asset and noncash stock-based compensation expense of $2.7 million.
Previous wording
*Investing Activities.*Net cash used in investing activities for the three months ended March 31, 2026 was related to $4.0 million of cash used to purchase ZEC tokens and $5.0 million used for the investment in Znewco, Inc. (“Znewco”), doing business as Zcash Open Development Lab (“ZODL”), through a Simple Agreement for Future Equity (“SAFE”). There were no investing activities during the three months ended March 31, 2025.
Current wording
*Investing Activities.*Net cash used in investing activities for the six months ended June 30, 2026 was related to $13.5 million of cash used to purchase ZEC tokens and $5.0 million used for the investment in Znewco, Inc. (“Znewco”), doing business as Zcash Open Development Lab (“ZODL”), through a Simple Agreement for Future Equity (“SAFE”). There were no investing activities during the six months ended June 30, 2025.
Previous wording
*Financing Activities.*Net cash provided by financing activities during the three months ended March 31, 2026, consisted of $5.7 million in net proceeds through issuance of common stock through ATM sales and the collection of stock subscription receivable of $0.2 million, partially offset by payment of $0.6 million of deferred offering costs and $0.2 million of principal payments of insurance financing. Net cash provided by financing activities for the three months ended March 31, 2025 consisted of an immaterial amount of proceeds upon the exercise of stock options.
Current wording
*Financing Activities.*Net cash provided by financing activities during the six months ended June 30, 2026, consisted of $19.2 million in net proceeds through issuance of common stock through ATM sales and the collection of stock subscription receivable of $0.2 million, partially offset by payment of $0.6 million of deferred offering costs and $0.5 million of principal payments of insurance financing. Net cash used in financing activities for the six months ended June 30, 2025 consisted of $0.2 million of principal payments of insurance financing, partially offset by an immaterial amount of proceeds upon the exercise of stock options.
Rearranged current paragraphs (7)
Current report — wording carried from elsewhere
Research and development incentive income includes payments under the R&D Incentive Program from the government of Australia. The R&D Incentive Program is one of the key elements of the Australian government’s support for Australia’s innovation
Current report — wording carried from elsewhere
We record R&D incentive income based upon the applicable percentage of eligible research and development activities under the R&D Incentive Program, which expenses included the cost of manufacturing clinical trial material. During the three months ended June 30, 2025, we recorded an immaterial amount of R&D incentive income. During the three months ended June 30, 2026, we did not record any R&D incentive income.
Current report — wording carried from elsewhere
The following table summarizes our results of operations for the six months ended June 30, 2026 and 2025:
Current report — wording carried from elsewhere
General and administrative expenses were $9.1 million for the six months ended June 30, 2026 compared to $4.8 million for the six months ended June 30, 2025. The increase of $4.3 million in general and administrative expenses during the six months ended June 30, 2026 as compared to the same period in 2025, was primarily due to a $3.2 million increase in stock based compensation expense due to RSUs granted to general and administrative employees and directors during the three months ended December 31, 2025. There was also an increase of $0.8 million in professional fees due to increased audit and financial consulting fees associated with digital assets and an increase $0.3 million in payroll and other related expenses as no incentive based compensation was recorded during the six months ended June 30, 2025.
Current report — wording carried from elsewhere
During the six months ended June 30, 2026 and 2025, we recorded interest income of $0.2 million and $0.7 million, respectively. The decrease was due to a higher average cash and cash equivalent balance during the six months ended June 30, 2025.
Current report — wording carried from elsewhere
The R&D incentive receivable has been recorded as “Research and development incentive receivable” in the condensed consolidated balance sheets.
Current report — wording carried from elsewhere
During the six months ended June 30, 2026 and 2025, we recorded an immaterial amount of foreign currency transaction gains (losses). Foreign currency transaction losses are due to changes in the Australian dollar exchange rate related to activities of the Australian entity.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
consultants, central laboratories, contractors and CROs in connection with our clinical and preclinical trial development activities. We use internal resources to manage our clinical and preclinical trial development activities and perform data analysis for such activities.