Business Context and Reporting Period
This Form 8-K Current Report was filed by Cypherpunk Technologies Inc. on September 22, 2026. The filing reports the appointment of a new director to the Company's Board of Directors. The Company is incorporated in Delaware and its common stock trades on The Nasdaq Capital Market under the symbol CYPH.
Key Financial Metrics
This filing does not contain financial performance data. There are no disclosures regarding revenue, profit, cash flow, margins, debt, or liquidity metrics within this document.
Material Changes
The primary material change reported is the governance update regarding the Board of Directors:
- Appointment: Amanda Fabiano was appointed as a Class III director, effective immediately on September 22, 2026.
- Term: Her term will last until the 2029 Annual Meeting of Stockholders or until her successor is elected.
- Committee Assignments: No committee assignments were made at the time of appointment.
Compensation, Risks, and Unusual Items
Compensatory Arrangements:
- RSU Grant: Ms. Fabiano received a total of 250,000 restricted stock units (RSUs).
- Initial Grant: 150,000 shares vesting in annual increments over 3 years.
- Annual Grant: 100,000 shares for service from 2026 to 2027, vesting at the 2027 Annual Meeting.
- Cash Compensation: Consistent with other non-employee directors as detailed in the 2026 Proxy Statement.
- Indemnification: A Director and Officer Indemnification Agreement was executed (Exhibit 10.1).
Risks and Contingencies: The filing contains no specific discussion of new risks, contingencies, or unusual items beyond standard governance disclosures.
Investor Verification Checklist
- Verify the biographical background and qualifications of Amanda Fabiano to assess Board composition.
- Review the 2026 Proxy Statement (filed April 29, 2026) to confirm the standard cash compensation structure for non-employee directors.
- Examine Exhibit 10.1 for specific terms of the Indemnification Agreement.
- Monitor future filings for Ms. Fabiano's committee assignments and any changes to her vesting schedule.