UNITED STATES
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FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 7, 2026, Dr. Christopher Mirabelli and Dr. Joseph Loscalzo, members of the Board of Directors (the “Board”) of Cypherpunk Technologies Inc. (the “Company”), each notified the Company of his intent to retire as a member of the Board and not to stand for re-election as a Class III director in connection with the Company’s 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”), and, accordingly, submitted his resignation from the Board and from any and all committees of the Board, effective as of immediately prior to the 2026 Annual Meeting.
Also on April 7, 2026, Dr. Richard Schilsky and Dr. James Cavanaugh, members of the Board, each notified the Company of his intent to retire as a member of the Board, effective as of immediately prior to the time and date of the 2026 Annual Meeting. Accordingly, Dr. Schilsky’s and Dr. Cavanaugh’s terms as Class I directors and as members of certain committees of the Board will end upon each director’s respective retirement immediately prior to the 2026 Annual Meeting.
None of the departures from the Board described herein are due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
The Board thanks Dr. Cavanaugh, Dr. Loscalzo, Dr. Mirabelli and Dr. Schilsky for their years of service and valuable contributions to the Company.
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: April 10, 2026 | /s/ Douglas E. Onsi |
| Douglas E. Onsi | |
| President & CEO |