Sec Form 3 Filing - McEvoy William Patrick III @ CYPHERPUNK TECHNOLOGIES INC. - 2025-11-11

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
McEvoy William Patrick III
2. Issuer Name and Ticker or Trading Symbol
CYPHERPUNK TECHNOLOGIES INC. [ CYPH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Investment Officer
(Last) (First) (Middle)
C/O CYPHERPUNK TECHNOLOGIES INC., 47 THORNDIKE STREET SUITE B1-1
3. Date of Earliest Transaction (MM/DD/YY)
11/11/2025
(Street)
CAMBRIDGE, MA02141
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Shares 8,283,761 I See Notes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Pre-Funded Warrants (right to buy) ( 7 ) ( 7 ) ( 7 ) Common Shares 75,448,618 I See Notes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 7 )
Common Warrants (right to buy) ( 8 ) ( 8 ) ( 8 ) Common Shares 57,182,378 ( 1 ) ( 2 ) ( 3 ) I See Notes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 8 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
McEvoy William Patrick III
C/O CYPHERPUNK TECHNOLOGIES INC.
47 THORNDIKE STREET SUITE B1-1
CAMBRIDGE, MA02141
X X Chief Investment Officer
Signatures
/s/ Douglas E. Onsi, as attorney-in-fact for the reporting person 11/20/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On October 6, 2025, Cypherpunk Technologies Inc. (f/k/a Leap Therapeutics, Inc.) (the "Company") entered into a securities purchase agreement (the "Securities Purchase Agreement") for the private placement of an aggregate of (i) 15,212,311 shares of Company common stock, par value $0.001 per share ("Common Stock"), at an offering price of $ 0.52064 per share, (ii) pre-funded warrants (the "Pre-Funded Warrants") to purchase up to an aggregate of 80,768,504 shares of Common Stock (the "Pre-Funded Warrant Shares") at an offering price of $0.51964 per Pre-Funded Warrant, exercisable at the exercise price of $0.001 per Pre-Funded Warrant Share, and (iii) common warrants (the "Common Warrants") to purchase up to an aggregate of 71,985,605 shares of Common Stock (the "Common Warrant Shares"), exercisable at the exercise price of $0.5335 per Common Warrant Share (the "Private Placement"). The Private Placement closed October 8, 2025. (Continued in following footnote).
( 2 )(Continued from prior footnote) In connection with the Private Placement, Winklevoss Treasury Investments, LLC, a Delaware limited liability company ("WTI") acquired an aggregate of (i) 8,283,761 shares of Common Stock, (ii) Pre-Funded Warrants to purchase up to an aggregate of 75,448,618 Pre-Funded Warrant Shares, and (iii) Common Warrants to purchase up to an aggregate of 62,799,284 Common Warrant Shares (later reduced to 57,182,378 pursuant to the Assignment (defined below) (collectively, the "WTI Securities"), subject to beneficial ownership thresholds prohibiting beneficial ownership (as calculated in accordance with Section 13(d) of the Securities Exchange Act of 1933, as amended, and the rules and regulations promulgated thereunder) in excess of 19.99% of the issued and outstanding shares of Common Stock after giving effect to the Private Placement (the "Beneficial Ownership Limitation"), as may be adjusted downward from time to time. (Continued in following footnote).
( 3 )(Continued from prior footnote) Pursuant to information provided by WTI, the WTI Entities have assigned 5,616,906 of the 62,799,284 Common Warrants (the "Assignment"), reducing their reported beneficial ownership of the Common Warrants to 57,182,378.
( 4 )The WTI Securities are held by Winklevoss Capital Fund, LLC, a Delaware limited liability company, ("WCF"), WTI, Winklevoss Capital Management, LLC, a Delaware limited liability company ("WCM"), Mr. Tyler Howard Winklevoss ("Tyler Winklevoss"), and Mr. Cameron Howard Winklevoss ("Cameron Winklevoss" and, together with WCF, WTI, WCM and Tyler Winklevoss, the "WTI Entities"). Tyler Winklevoss and Cameron Winklevoss are the co-founders and managers of WCM. WCM is the manager of WCF, and WTI is a wholly owned subsidiary of WCF. (Continued in following footnote).
( 5 )(Continued from prior footnote) Mr. William McEvoy is the manager of WTI and Vice President of WCM. Mr. McEvoy disclaims beneficial ownership of the WTI Securities held by the WTI Entities, except to the extent of his pecuniary interest therein, if any. Mr. McEvoy was appointed to the Company's board of directors November 11, 2025, in connection with the Lead Investor Agreement, dated October 6, 2025, by and between the Company and WTI, as Lead Investor.
( 6 )Reflects Common Shares acquired pursuant to the Private Placement and consists of 8,283,761 shares of Common Stock held by the WTI Entities.
( 7 )Reflects Prefunded Warrants acquired pursuant to the Private Placement and consists of 75,448,618 Prefunded Warrants held by the WTI Entities, each exercisable for one share of Common Stock at the exercise price of $0.001 per Pre-Funded Warrant Share. The Pre-Funded Warrants are exercisable as of their date of issuance, however may not be exercised if the aggregate number of shares of Common Stock beneficially owned by the holder thereof (together with its affiliates) immediately following such exercise would exceed the Beneficial Ownership Limitation. The Pre-Funded Warrants are exercisable in cash or by means of a cashless exercise and will not expire until the date such Pre-Funded Warrants are fully exercised. Each Pre-Funded Warrant is subject to appropriate adjustment.
( 8 )Reflects Common Warrants acquired pursuant to the Private Placement, as adjusted by the Assignment, and consists of 57,182,378 Common Warrants held by the WTI Entities, each exercisable for one share of Common Stock at the exercise price of $.5335 per Common Warrant Share. Subject to the terms of the Waiver and Modification Agreement, dated November 19, 2025, by and between the Company and WTI, the Common Warrants are exercisable as of their date of issuance, however may not be exercised if the aggregate number of shares of Common Stock beneficially owned by the holder thereof (together with its affiliates) immediately following such exercise would exceed the Beneficial Ownership Limitation. The Common Warrants are exercisable in cash or by means of a cashless exercise and will not expire until the tenth anniversary of their date of issuance. Each Common Warrant is subject to appropriate adjustment.

Remarks:
Exhibit 24 - Power of Attorney

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.