Form 8-K

8-K — CYPHERPUNK TECHNOLOGIES INC.

Accession: 0001104659-26-109463

Filed: 2026-09-22

Period: 2026-09-22

CIK: 0001509745

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2625876d1_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (tm2625876d1_ex10-1.htm)

EX-99.1 — EXHIBIT 99.1 (tm2625876d1_ex99-1.htm)

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GRAPHIC (tm2625876d1_ex99-1img001.jpg)

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8-K — FORM 8-K

8-K (Primary)

Filename: tm2625876d1_8k.htm · Sequence: 1

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0001509745

2026-09-22

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UNITED STATES

SECURITIES AND

EXCHANGE COMMISSION

Washington, D.C.

20549

FORM 8-K

CURRENT REPORT

Pursuant to Section

13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

September 22, 2026

Cypherpunk

Technologies Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-37990

27-4412575

(State or Other Jurisdiction

Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

47 Thorndike Street, Suite B1-1

Cambridge, MA 02141

(Address of Principal Executive Office) (Zip Code)

(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 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

of each exchange on which registered

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) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Director

On September 22, 2026, the Board of Directors (the “Board”)

of Cypherpunk Technologies Inc. (the “Company”) appointed Amanda Fabiano to serve as a Class III director on the Board,

effective immediately. Mrs. Fabiano will serve as a director until the 2029 Annual Meeting of Stockholders and her successor has

been elected and qualified, or until her earlier resignation, death or removal. Mrs. Fabiano has not been appointed to any committees

of the Board at this time.

Other than as described herein, there are no arrangements or understandings

between Mrs. Fabiano and any other person pursuant to which she was elected as a director, and Mrs. Fabiano is not a party to

any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K.

Mrs. Fabiano’s compensation

for services as a director will be consistent with that of the other non-employee directors of the Company, as described under “Director

Compensation” in the Company’s definitive proxy statement with respect to the 2026 Annual Meeting of Stockholders, filed with

the Securities and Exchange Commission on April 29, 2026, as may be amended from time to time by the Board. In addition, Ms. Fabiano

will be entitled to receive restricted stock unit (“RSU”) awards representing 250,000 shares of common stock, representing

an initial grant for joining the Board of 150,000 shares (the “Initial Grant”) and an annual grant for service from 2026 to

2027 (the “Annual Grant”). The Initial Grant RSU will vest and settle in annual increments over a 3 year period. The Annual

Grant will vest and settle at the time of the 2027 Annual Meeting of Stockholders in June 2027.

On September 22, 2026, the Company

and Mrs. Fabiano also entered into a director and officer indemnification agreement (the “Indemnification Agreement”).

A copy of the form of the Indemnification Agreement is filed herewith as Exhibit 10.1, and is incorporated herein by reference. The

foregoing description of the Indemnification Agreement does not purport to be complete and is qualified in its entirety by reference to

the full text of the Indemnification Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K

and is incorporated herein by reference.

The Company issued a press release announcing

the appointment of Mrs. Fabiano to the Board on September 22, 2026. The full text of the press release is attached hereto

as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01

Regulation FD Disclosure

On September 22, 2026, the Company issued

a press release announcing Mrs. Fabiano’s appointment to the Board. A copy of the press release is furnished as Exhibit 99.1

to this Current Report on Form 8-K.

The information in this Item 7.01, including Exhibit 99.1

of this Current Report on Form 8-K, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18

of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing

under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

10.1 Form of Indemnification Agreement.

99.1 Press Release, dated September 22, 2026 (Fabiano Appointment).

104 Cover

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

SIGNATURES

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: September 22, 2026

/s/ Douglas E. Onsi

Douglas E. Onsi

President & CEO

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2625876d1_ex10-1.htm · Sequence: 2

Exhibit 10.1

INDEMNIFICATION

AGREEMENT

THIS INDEMNIFICATION AGREEMENT

(the “Agreement”) is made and entered into as of September __, 2026 between Cypherpunk Technologies Inc.,

a Delaware corporation (the “Company”), and the person whose name appears on the signature page hereto (“Indemnitee”).

WITNESSETH THAT:

WHEREAS, highly competent

persons have become more reluctant to serve corporations as directors or in other capacities unless they are provided with adequate protection

through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service

to and activities on behalf of the corporation;

WHEREAS, the Board of Directors

of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company

will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its

subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary and widespread practice among United

States-based corporations and other business enterprises, the Company believes that, given current market conditions and trends, such

insurance may be available to it in the future only with more exclusions. At the same time, directors, officers, and other persons in

service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming litigation relating to,

among other things, matters that traditionally would have been brought only against the Company or business enterprise itself. The Bylaws

and Certificate of Incorporation of the Company require indemnification of the officers and directors of the Company. Indemnitee may also

be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (“DGCL”). The Bylaws,

Certificate of Incorporation and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive, and

thereby contemplate that contracts may be entered into between the Company and members of the board of directors, officers and other persons

with respect to indemnification;

WHEREAS, the uncertainties

relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons;

WHEREAS, the Board has determined

that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company's stockholders

and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;

WHEREAS, it is reasonable,

prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons

to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that

they will not be so indemnified;

WHEREAS, this Agreement is

a supplement to and in furtherance of the Bylaws and Certificate of Incorporation of the Company and any resolutions adopted pursuant

thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and

WHEREAS, Indemnitee does

not regard the protection available under the Company's Bylaws and Certificate of Incorporation and insurance as adequate in the present

circumstances, and may not be willing to serve as an officer or director without adequate protection, and the Company desires Indemnitee

to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the

Company on the condition that he be so indemnified; and

WHEREAS, Indemnitee may

have certain rights to indemnification and/or insurance provided by one or more third parties, which third parties and Indemnitee intend

to be secondary to the primary obligation of the Company to indemnify Indemnitee as provided herein, with the Company’s acknowledgement

and agreement to the foregoing being a material condition to Indemnitee’s willingness to serve on the Board.

NOW, THEREFORE, in consideration

of Indemnitee’s agreement to serve as a director from and after the date hereof, the parties hereto agree as follows:

1.            Indemnity

of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law, as such

may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof:

(a)            Proceedings

Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in

this Section l(a) if, by reason of his Corporate Status (as hereinafter defined), the Indemnitee is, or is threatened

to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company.

Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments,

penalties, fines and amounts paid in settlement actually and reasonably incurred by him, or on his behalf, in connection with such Proceeding

or any claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be

in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe

the Indemnitee’s conduct was unlawful.

(b)            Proceedings

by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if,

by reason of his Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought

by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses

actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee

acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided,

however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter

in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court

of Chancery of the State of Delaware shall determine that such indemnification may be made.

for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent that

Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he shall

be indemnified to the maximum extent permitted by law, as such may be amended from time to time, against all Expenses actually and reasonably

incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful,

on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify

Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved

claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such

a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

2.            Additional

Indemnity. In addition to, and without regard to any limitations on, the indemnification provided for in Section 1 of

this Agreement, the Company shall and hereby does indemnify and hold harmless Indemnitee against all Expenses, judgments, penalties, fines

and amounts paid in settlement actually and reasonably incurred by him or on his behalf if, by reason of his Corporate Status, he is,

or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of the Company), including,

without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee. The only limitation that

shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated to make any

payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Sections 6

and 7 hereof) to be unlawful.

3.            Contribution.

(a)            Whether

or not the indemnification provided in Sections 1 and 2 hereof is available, in respect of any threatened, pending or completed

action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding),

the Company shall pay, in the first instance, the entire amount of any judgment or settlement of such action, suit or proceeding without

requiring Indemnitee to contribute to such payment and the Company hereby waives and relinquishes any right of contribution it may have

against Indemnitee. The Company shall not enter into any settlement of any action, suit or proceeding in which the Company is jointly

liable with Indemnitee (or would be if joined in such action, suit or proceeding) unless such settlement provides for a full and final

release of all claims asserted against Indemnitee.

(b)            Without

diminishing or impairing the obligations of the Company set forth in the preceding subparagraph, if, for any reason, Indemnitee shall

elect or be required to pay all or any portion of any judgment or settlement in any threatened, pending or completed action, suit or proceeding

in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), the Company shall contribute

to the amount of Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by Indemnitee

in proportion to the relative benefits received by the Company and all officers, directors or employees of the Company, other than Indemnitee,

who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on

the other hand, from the transaction from which such action, suit or proceeding arose; provided, however, that the proportion determined

on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted by reference to the relative fault

of the Company and all officers, directors or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or

would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the events

that resulted in such expenses, judgments, fines or settlement amounts, as well as any other equitable considerations which the Law may

require to be considered. The relative fault of the Company and all officers, directors or employees of the Company, other than Indemnitee,

who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on

the other hand, shall be determined by reference to, among other things, the degree to which their actions were motivated by intent to

gain personal profit or advantage, the degree to which their liability is primary or secondary and the degree to which their conduct is

active or passive.

Company hereby agrees to fully indemnify and hold Indemnitee harmless from any claims of contribution which may be brought by officers,

directors or employees of the Company, other than Indemnitee, who may be jointly liable with Indemnitee.

(d)            To

the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee

for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether

for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim

relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances

of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or

transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers,

employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).

4.            Indemnification

for Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his

Corporate Status, a witness, or is made (or asked to) respond to discovery requests, in any Proceeding to which Indemnitee is not a party,

he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.

5.            Advancement

of Expenses. Notwithstanding any other provision of this Agreement, the Company shall advance all Expenses incurred by or on behalf

of Indemnitee in connection with any Proceeding by reason of Indemnitee’s Corporate Status within thirty (30) days after the receipt

by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or

after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee

and shall include or be preceded or accompanied by a written undertaking by or on behalf of Indemnitee to repay any Expenses advanced

if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against such Expenses. Any advances and undertakings

to repay pursuant to this Section 5 shall be unsecured and interest free.

6.            Procedures

and Presumptions for Determination of Entitlement to Indemnification. It is the intent of this Agreement to secure for Indemnitee

rights of indemnity that are as favorable as may be permitted under the DGCL and public policy of the State of Delaware. Accordingly,

the parties agree that the following procedures and presumptions shall apply in the event of any question as to whether Indemnitee is

entitled to indemnification under this Agreement:

(a)            To

obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith

such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what

extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification,

advise the Board of Directors in writing that Indemnitee has requested indemnification. Notwithstanding the foregoing, any failure of

Indemnitee to provide such a request to the Company, or to provide such a request in a timely fashion, shall not relieve the Company of

any liability that it may have to Indemnitee unless, and to the extent that, such failure actually and materially prejudices the interests

of the Company.

(b)            Upon

written request by Indemnitee for indemnification pursuant to the first sentence of Section 6(a) hereof, a determination

with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four methods, which

shall be at the election of the board: (1) by a majority vote of the disinterested directors, even though less than a quorum, (2) by

a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum, (3) if

there are no disinterested directors or if the disinterested directors so direct, by independent legal counsel in a written opinion to

the Board of Directors, a copy of which shall be delivered to the Indemnitee, or (4) if so directed by the Board of Directors, by

the stockholders of the Company. For purposes hereof, disinterested directors are those members of the board of directors of the Company

who are not parties to the action, suit or proceeding in respect of which indemnification is sought by Indemnitee.

the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6(b) hereof,

the Independent Counsel shall be selected as provided in this Section 6(c). The Independent Counsel shall be selected by the

Board of Directors. Indemnitee may, within 10 days after such written notice of selection shall have been given, deliver to the Company

a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent

Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 13 of

this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection,

the person so selected shall act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected

may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without

merit. If, within 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 6(a) hereof,

no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Court of Chancery

of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Indemnitee

to the Company’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the

court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the

person so appointed shall act as Independent Counsel under Section 6(b) hereof. The Company shall pay any and all reasonable

fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 6(b) hereof,

and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 6(c), regardless of

the manner in which such Independent Counsel was selected or appointed.

(d)            In

making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination

shall presume that Indemnitee is entitled to indemnification under this Agreement. Anyone seeking to overcome this presumption shall have

the burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the Company (including by its

directors or independent legal counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement

that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination

by the Company (including by its directors or independent legal counsel) that Indemnitee has not met such applicable standard of conduct,

shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

(e)            Indemnitee

shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise,

including financial statements, or on information supplied to Indemnitee by the officers of the Enterprise (as hereinafter defined) in

the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to

the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise.

In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not

be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or not the foregoing provisions

of this Section 6(e) are satisfied, it shall in any event be presumed that Indemnitee has at all times acted in good

faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Anyone seeking to overcome

this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

(f)            If

the person, persons or entity empowered or selected under Section 6 to determine whether Indemnitee is entitled to indemnification

shall not have made a determination within sixty (60) days after receipt by the Company of the request therefor, the requisite determination

of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification absent (i) a

misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially

misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law;

provided, however, that such 60-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the

person, persons or entity making such determination with respect to entitlement to indemnification in good faith requires such additional

time to obtain or evaluate documentation and/or information relating thereto; and provided, further, that the foregoing provisions of

this Section 6(f) shall not apply if the determination of entitlement to indemnification is to be made by the stockholders

pursuant to Section 6(b) of this Agreement and if (A) within fifteen (15) days after receipt by the Company of the

request for such determination, the Board of Directors or the Disinterested Directors, if appropriate, resolve to submit such determination

to the stockholders for their consideration at an annual meeting thereof to be held within seventy-five (75) days after such receipt and

such determination is made thereat, or (B) a special meeting of stockholders is called within fifteen (15) days after such receipt

for the purpose of making such determination, such meeting is held for such purpose within sixty (60) days after having been so called

and such determination is made thereat.

(g)            Indemnitee

shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification,

including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged

or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination.

Any Independent Counsel, member of the Board of Directors or stockholder of the Company shall act reasonably and in good faith in making

a determination regarding the Indemnitee’s entitlement to indemnification under this Agreement. Any costs or expenses (including

attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination

shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company

hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

(h)            The

Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense,

delay, distraction, disruption and uncertainty. In the event that any action, claim or proceeding to which Indemnitee is a party is resolved

in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such action, claim or proceeding

with or without payment of money or other consideration) it shall be presumed that Indemnitee has been successful on the merits or otherwise

in such action, suit or proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion

by clear and convincing evidence.

(i)            The

termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of

nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the

right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he reasonably

believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had

reasonable cause to believe that his conduct was unlawful.

7.             Remedies

of Indemnitee.

(a)            In

the event that (i) a determination is made pursuant to Section 6 of this Agreement that Indemnitee is not entitled to

indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 of this Agreement,

(iii) no determination of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within

90 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to

this Agreement within ten (10) days after receipt by the Company of a written request therefor or (v) payment of indemnification

is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination

is deemed to have been made pursuant to Section 6 of this Agreement, Indemnitee shall be entitled to an adjudication

in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to

such indemnification. Indemnitee shall commence such proceeding seeking an adjudication within 180 days following the date on which Indemnitee

first has the right to commence such proceeding pursuant to this Section 7(a). The Company shall not oppose Indemnitee’s

right to seek any such adjudication.

(b)            In

the event that a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is not

entitled to indemnification, any judicial proceeding commenced pursuant to this Section 7 shall be conducted in all respects

as a de novo trial on the merits, and Indemnitee shall not be prejudiced by reason of the adverse determination under Section 6(b).

a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is entitled to indemnification,

the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 7, absent (i) a

misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s misstatement not

materially misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification under

applicable law.

(d)            In

the event that Indemnitee, pursuant to this Section 7, seeks a judicial adjudication of his rights under, or to recover damages

for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by

the Company, the Company shall pay on his behalf, in advance, any and all expenses (of the types described in the definition of Expenses

in Section 13 of this Agreement) actually and reasonably incurred by him in such judicial adjudication, regardless of whether

Indemnitee ultimately is determined to be entitled to such indemnification, advancement of expenses or insurance recovery.

(e)            The

Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 7 that the procedures

and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound

by all the provisions of this Agreement. The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee,

shall (within ten (10) days after receipt by the Company of a written request therefore) advance, to the extent not prohibited by

law, such expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification

or advance of Expenses from the Company under this Agreement or under any directors' and officers' liability insurance policies maintained

by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses

or insurance recovery, as the case may be.

(f)            Notwithstanding

anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required

to be made prior to the final disposition of the Proceeding.

8.             Non-Exclusivity;

Survival of Rights; Insurance; Primacy of Indemnification; Subrogation.

(a)            The

rights of indemnification as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any

time be entitled under applicable law, the Certificate of Incorporation, the Bylaws, any agreement, a vote of stockholders, a resolution

of directors or otherwise, of the Company. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit

or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate

Status prior to such amendment, alteration or repeal. To the extent that a change in the DGCL, whether by statute or judicial decision,

permits greater indemnification than would be afforded currently under the Certificate of Incorporation, Bylaws and this Agreement, it

is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No

right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative

and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion

or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right

or remedy.

(b)            To

the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees,

or agents or fiduciaries of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other

enterprise that such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance

with its or their terms to the maximum extent of the coverage available for any director, officer, employee, agent or fiduciary under

such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has director

and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers

in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action

to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the

terms of such policies.

Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of expenses and/or insurance provided

by one or more third parties (the “3rd Party Indemnitors”). The Company hereby agrees (i) that it is the indemnitor

of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the 3rd Party Indemnitors to advance expenses or

to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), (ii) that it shall be required

to advance the full amount of expenses incurred by Indemnitee and shall be liable for the full amount of all Expenses, judgments, penalties,

fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement and the Certificate

of Incorporation or Bylaws of the Company (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee

may have against the 3rd Party Indemnitors, and, (iii)  that it irrevocably waives, relinquishes and releases the 3rd Party Indemnitors

from any and all claims against the 3rd Party Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof.

The Company further agrees that no advancement or payment by the 3rd Party Indemnitors on behalf of Indemnitee with respect to any claim

for which Indemnitee has sought indemnification from the Company shall affect the foregoing and the 3rd Party Indemnitors shall have a

right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee

against the Company. The Company and Indemnitee agree that the 3rd Party Indemnitors are express third party beneficiaries of the terms

of this Section 8(c).

(d)            Except

as provided in paragraph (c) above, in the event of any payment under this Agreement, the Company shall be subrogated to the extent

of such payment to all of the rights of recovery of Indemnitee (other than against the 3rd Party Indemnitors), who shall execute all papers

required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company

to bring suit to enforce such rights.

(e)            Except

as provided in paragraph (c) above, the Company shall not be liable under this Agreement to make any payment of amounts otherwise

indemnifiable hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy,

contract, agreement or otherwise.

(f)            Except

as provided in paragraph (c) above, the Company's obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was

serving at the request of the Company as a director, officer, employee or agent of any other corporation, partnership, joint venture,

trust, employee benefit plan or other enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or

advancement of expenses from such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.

9.            Exception

to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement

to make any indemnity in connection with any claim made against Indemnitee:

(a)            for

which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with

respect to any excess beyond the amount paid under any insurance policy or other indemnity provision, provided, that the foregoing shall

not affect the rights of Indemnitee or the 3rd Party Indemnitors set forth in Section 8(c) above; or

(b)            for

an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the

meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory

law or common law; or

connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding)

initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board of Directors

of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the

indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

10.            Duration

of Agreement. All agreements and obligations of the Company contained herein shall continue during the period Indemnitee is an officer

or director of the Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation,

partnership, joint venture, trust or other enterprise) and shall continue thereafter so long as Indemnitee shall be subject to any Proceeding

(or any proceeding commenced under Section 7 hereof) by reason of his Corporate Status, whether or not he is acting or serving

in any such capacity at the time any liability or expense is incurred for which indemnification can be provided under this Agreement.

This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors

(including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business

or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

11.            Security.

To the extent requested by Indemnitee and approved by the Board of Directors of the Company, the Company may at any time and from time

to time provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit, funded

trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent

of the Indemnitee.

12.            Enforcement.

(a)            The

Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order

to induce Indemnitee to serve as an officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this

Agreement in serving as an officer or director of the Company.

(b)            This

Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior

agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

13.            Definitions.

For purposes of this Agreement:

(a)            “Corporate

Status” describes the status of a person who is or was a director, officer, employee, agent or fiduciary of the Company or of

any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person is or was serving

at the express written request of the Company.

(b)            “Disinterested

Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification

is sought by Indemnitee.

shall mean the Company and any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that Indemnitee

is or was serving at the express written request of the Company as a director, officer, employee, agent or fiduciary.

(d)            “Expenses”

shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses,

duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements or expenses

of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating,

or being or preparing to be a witness in a Proceeding, or responding to, or objecting to, a request to provide discovery in any Proceeding.

Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding and any federal, state, local

or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including

without limitation the premium, security for, and other costs relating to any cost bond, supersede as bond, or other appeal bond or its

equivalent. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against

Indemnitee.

(e)            “Independent

Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently

is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such

party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification

agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the

foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional

conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine

Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees of the Independent Counsel referred to above

and to fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement

or its engagement pursuant hereto.

(f)            “Proceeding”

includes any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry,

administrative hearing or any other actual, threatened or completed proceeding, whether brought by or in the right of the Company or otherwise

and whether civil, criminal, administrative or investigative, in which Indemnitee was, is or will be involved as a party or otherwise,

by reason of the fact that Indemnitee is or was an officer or director of the Company, by reason of any action taken by him or of any

inaction on his part while acting as an officer or director of the Company, or by reason of the fact that he is or was serving at the

request of the Company as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust

or other Enterprise; in each case whether or not he is acting or serving in any such capacity at the time any liability or expense is

incurred for which indemnification can be provided under this Agreement; including one pending on or before the date of this Agreement,

but excluding one initiated by an Indemnitee pursuant to Section 7 of this Agreement to enforce his rights under this Agreement.

14.            Severability.

The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.

Without limiting the generality of the foregoing, this Agreement is intended to confer upon Indemnitee indemnification rights to the fullest

extent permitted by applicable laws. In the event any provision hereof conflicts with any applicable law, such provision shall be deemed

modified, consistent with the aforementioned intent, to the extent necessary to resolve such conflict.

15.            Modification

and Waiver. No supplement, modification, termination or amendment of this Agreement shall be binding unless executed in writing by

both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other

provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

16.            Notice

By Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with or otherwise receiving any summons,

citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to

indemnification covered hereunder. The failure to so notify the Company shall not relieve the Company of any obligation which it may have

to Indemnitee under this Agreement or otherwise unless and only to the extent that such failure or delay materially prejudices the Company.

17.            Notices.

All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given:

(a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during

normal business hours of the recipient, and if not so confirmed, then on the next business day, (c) five (5) days after having

been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with

a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall

be sent:

(a) To Indemnitee at the address set forth below Indemnitee signature

hereto.

(b) To the Company at:

Cypherpunk Technologies Inc.

47 Thorndike Street, Suite B1-1

Cambridge, MA 02141

Attention: Douglas E. Onsi, CEO

with a copy to:

Morgan, Lewis & Bockius LLP

One Federal Street

Boston, MA 02110

Attention: Julio Vega, Esq.

or to such other address as may have been furnished

to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.

18.            Counterparts.

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall

constitute one and the same Agreement. This Agreement may also be executed and delivered by facsimile signature and in two or more counterparts,

each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

19.            Headings.

The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this

Agreement or to affect the construction thereof.

20.            Governing

Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed and

enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. The Company and Indemnitee

hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement

shall be brought only in the Chancery Court of the State of Delaware (the “Delaware Court”), and not in any other state

or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction

of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) waive any

objection to the laying of venue of any such action or proceeding in the Delaware Court, and (iv) waive, and agree not to plead or

to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.

[signature page to follow]

IN WITNESS WHEREOF, the parties

hereto have executed this Agreement on and as of the day and year first above written.

CYPHERPUNK TECHNOLOGIES INC.

By:

Name:

Khing Oei

Title:

Chairman of the Board of Directors

INDEMNITEE

[NAME]

Name:

Address:

[Address]

[Signature Page to Indemnification Agreement]

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2625876d1_ex99-1.htm · Sequence: 3

Exhibit 99.1

Cypherpunk Technologies

Appoints Amanda Fabiano to Board of Directors

Veteran mining executive brings operational

depth from Nakamoto, TeraWulf, Galaxy, and Fidelity as Cypherpunk launches 4.2 GSol/s Zcash mining fleet

Cypherpunk Mining generated 3,023.13 ZEC in

first weeks of operation; Added to Treasury

Cambridge, Mass., – September 22, 2026

– Cypherpunk Technologies Inc. (Nasdaq: CYPH) (“Cypherpunk”), a privacy technology company, today announced the appointment

of Amanda Fabiano to its Board of Directors.

One of the most experienced operators in digital

asset mining and infrastructure, Fabiano currently serves as Chief Operating Officer of Nakamoto Inc., a publicly listed bitcoin-focused

company, and as an independent director of TeraWulf Inc., a public bitcoin mining company that has expanded into AI and high-performance

computing infrastructure. Previously, she held senior mining and investment roles at Galaxy and Fidelity, where she helped build some

of the earliest institutional digital asset mining programs.

“Amanda has spent her career at the operational

core of digital asset infrastructure building, scaling, and governing mining businesses inside public companies,” said Douglas E.

Onsi, President and Chief Executive Officer of Cypherpunk Technologies. “As we scale Cypherpunk Mining and continue assembling our

constellation of privacy technologies, her operational expertise and public company board experience make her an exceptional addition

to our Board.”

“I’m excited to join the Cypherpunk board

and work alongside a team building at the intersection of technology, infrastructure, and privacy,” said Amanda Fabiano. “I’ve

spent my career in infrastructure because it sits at the heart of how technology scales and evolves. As our world becomes increasingly

digital, privacy and the ability for individuals to maintain control over their information will matter more than ever. I’m excited to

bring my experience to the board and be part of what the team is building.”

Fabiano's appointment follows the August launch

of Cypherpunk MiningTM, with approximately 4.2 GSol/s of hashrate deployed across the United States. Cypherpunk Mining generated

3,023.13 ZEC in mining rewards from August 18 to August 31, 2026, all of which have been added to the corporate treasury.

About Cypherpunk

Cypherpunk Technologies is a privacy technology

company. The Company’s mission is to advance technologies that guarantee privacy for humans on the internet. Cypherpunk pursues

this mission through three primary strategies: mining Zcash through Cypherpunk Mining; accumulating Zcash through open market purchases;

and investing in, acquiring, and building technologies that push the frontier of privacy forward. Additionally, through its subsidiary

Leap Therapeutics, the Company is developing novel therapies for patients with cancer by continuing the development of sirexatamab and

FL-501. For more information about the Company, visit our websites at http://www.cypherpunk.com and http://www.leaptx.com

or view our public filings with the SEC that are available via EDGAR at http://www.sec.gov.

FORWARD-LOOKING STATEMENTS

This press release includes forward-looking statements

within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended.

These forward-looking statements generally can be identified by the use of words such as “anticipate,” “expect,”

“plan,” “could,” “may,” “will,” “believe,” “estimate,” “forecast,”

“goal,” “project,” and other words of similar meaning. Forward-looking statements address various matters including

statements relating to the Company’s ZEC mining operations, the hashpower represented by the acquired Z15 Pro machines, the Zcash flow

or profitability of the Company’s mining operations, the comparative economics or profitability of Zcash mining relative to other digital

infrastructure or mining activities, the future hashrate of the Zcash Network, the value of the Company’s ZEC holdings, the Company’s

target percentage ownership of the ZEC supply, the expected future market, price, and liquidity of ZEC, the Company’s expected use of

Zcash flow or other capital generated by its mining operations, the potential value of the Company’s investment in Zcash Open Development

Labs (“ZODL”), the macro and political conditions surrounding Zcash or digital assets, the Company’s plan for value creation

and strategic advantages, market size and growth opportunities, regulatory conditions, competitive position and the interest of other

corporations in similar business strategies, technological and market trends, and future financial condition and performance. Risks and

uncertainties of the Company’s strategy include, among others: (a) risks relating to the Company’s operations and business, including

the performance of the Company’s Zcash mining machines and the highly volatile nature of the price of ZEC; (b) the risk that material

changes in the price of ZEC, such as decreases in price, will result in significant changes to the Company’s financial statements, such

as unrealized losses on fair value of ZEC holdings, and reduced net income or increased net loss; (c) the risk that material changes

in the hashrate of the Zcash Network, such as increases in hashrate, will result in significant changes to the Company’s financial statements,

such as reduced revenue, reduced gross margins, and reduced net income or increased net loss; (d) the risk that the price of the Company’s

common stock may be highly correlated to the price of ZEC; (e) the risk that the Company will fail to realize the anticipated benefits

of the ZEC mining operation or digital asset treasury strategy; (f) risks related to the custody of our ZEC and our reliance on Gemini

Space Station and its affiliates for trading and custody services; (g) changes in business, market, financial, political and regulatory

conditions; (h) risks related to increased competition in the industries in which the Company does and will operate; (i) risks relating

to significant legal, commercial, regulatory and technical uncertainty regarding digital assets generally; (j) risks relating to the

treatment of crypto assets for U.S. and foreign tax purposes; and (k) risks related to the Company’s dependence on third-party hosting

facilities and service providers for its mining operations.

New risks and uncertainties may emerge from time

to time, and it is not possible to predict all risks and uncertainties. No representations or warranties (expressed or implied) are made

about the accuracy of any such forward-looking statements. The Company may not actually achieve the forecasts disclosed in such forward-looking

statements, and you should not place undue reliance on such forward-looking statements. Such forward-looking statements are subject to

a number of material risks and uncertainties including but not limited to those set forth under the caption “Risk Factors”

in the Company’s most recent Annual Report on Form 10-K filed with the SEC, or as may be included in other reports or information we

file with the SEC, as well as discussions of potential risks, uncertainties, and other important factors in its subsequent filings with

the SEC. Any forward-looking statement speaks only as of the date on which it was made. Neither the Company, nor any of its affiliates,

advisors or representatives, undertake any obligation to publicly update or revise any forward-looking statement, whether as a result

of new information, future events or otherwise, except as required by law. These forward-looking statements should not be relied upon

as representing the Company’s views as of any date subsequent to the date hereof.

CypherpunkTM, Cypherpunk MiningTM,

Cypherpunk TechnologiesTM, and the Cypherpunk logoTM are all trademarks of Cypherpunk Technologies Inc.

CONTACT:

Douglas E. Onsi

President & Chief Executive Officer

Cypherpunk Technologies Inc.

617-714-0360

For Investors:

Matthew DeYoung

Investor Relations

Argot Partners

212-600-1902

leap@argotpartners.com

For Media:

Jacqueline Ortiz Ramsay

It Factor Strategies

954-294-3249

jacqueline@itfactorstrategies.com

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- Definition

Address Line 2 such as Street or Suite number

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No definition available.

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Name of the City or Town

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No definition available.

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Code for the postal or zip code

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No definition available.

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- Definition

Name of the state or province.

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No definition available.

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Name:

dei_EntityAddressStateOrProvince

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- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Indicate if registrant meets the emerging growth company criteria.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Name:

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- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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No definition available.

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Name:

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- Definition

Two-character EDGAR code representing the state or country of incorporation.

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No definition available.

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Local phone number for entity.

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No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Name:

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Data Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

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No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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