What changed in this filing

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Item 9A. Controls and Procedures

2026-03-16 compared with 2025-03-26 · 411 added, 287 removed, 579 unchanged (55% of the section changed)

4 unchanged sentences

Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Our principal executive officer and principal financial and accounting officer has concluded based upon the evaluation described above that, as of December 31, 2024, our disclosure controls and procedures were effective at the reasonable assurance level.

As a result of the identified material weakness described below, our principal executive officer and principal financial and accounting officer has concluded based upon the evaluation described above that, as of December 31, 2025, our disclosure controls and procedures were not effective at the reasonable assurance level.

Management’s Report on Internal Control over Financial Reporting

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Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013 Framework).

Based on this assessment, our management concluded that, as of December 31, 2024, our internal control over financial reporting was effective based on those criteria.

Based on this assessment, including the existence of the material weakness discussed herein, our management concluded that, as of December 31, 2025, our internal control over financial reporting was not effective based on those criteria.

Material Weakness in Internal Control over Financial Reporting

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

In connection with our first quarter of activity in implementing our new digital asset treasury strategy during the three months ended December 31, 2025, management identified a material weakness in our internal control over financial reporting relating to our failure to maintain effective controls over the accounting for certain complex and unusual transactions.

Specifically, the material weakness relates to the operating effectiveness of controls that had been designed and implemented to account for complex and unusual transactions.

We engage external accounting and tax experts to assist with these complex matters.

Although our internal controls were sufficiently designed and implemented for complex and unusual transactions, they did not operate effectively.

This control deficiency resulted in errors which were not detected by management’s existing controls.

This material weakness did not result in any material misstatements to our consolidated financial statements or any changes to previously filed financial statements.

Remediation Efforts

To remediate this material weakness, our management, under the oversight of the Audit Committee of the Board, has begun and will continue to implement the following remediation plans:

Enhanced Oversight:

Management is developing and adopting formal procedures to verify the inputs, assumptions, and methodologies used by external specialists with regard to future complex and unusual transactions.

Management is providing for specialized training to our existing finance staff regarding the oversight of third-party service providers and specialists regarding any future complex and unusual transactions.

Attestation Report on Internal Control Over Financial Reporting

1 unchanged sentence

Changes in Internal Control Over Financial Reporting

There were no changes to our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

In connection with the October 2025 Private Placement and our initiation of a digital asset treasury strategy, we implemented digital asset treasury processes and controls during the quarter ended December 31, 2025.

There were no other changes to our internal control over financial reporting that occurred during the quarter ended December 31, 2025 covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information .

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The information required by this Item is set forth in our Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of December 31, 2025, and is incorporated into this Annual Report on Form 10-K by reference.

Principal Accounting Fees and Services.

Principal Accountant Fees and Services.

Exhibits, Financial Statement Schedules.

Exhibits and Financial Statement Schedules.

(a)(1) Financial Statements

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Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024

Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2024 and 2023

Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2025 and 2024

Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2025 and 2024

9 unchanged sentences

(incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K, as filed on September 10, 2020).

Amended and Restated By-laws of Leap Therapeutics, Inc.

(incorporated by reference to Exhibit 3.4 to the Company’s registration statement on Form S-4, as filed on September 26, 2016 and attached as Annex D to the prospectus which forms part of such registration statement).

Certificate of Designation of Preferences, Rights and Limitations of Series X Non-Voting Convertible Preferred Stock filed with the Secretary of State of the State of Delaware on January 17, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on January 23, 2023).

Certificate of Amendment to the Certificate of Designation of Special Voting Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8 - K, as filed on March 16, 2023).

Certificate of Elimination of the Series X Non - Voting Convertible Preferred Stock of the Company (incorporated by reference to Exhibit 3.2 to the Company Quarterly Report on Form 10 - Q for the quarter ended September 30, 2023).

Certificate of Designation of Special Voting Stock of Leap Therapeutics, Inc.

filed with the Secretary of State of the State of Delaware on [January 7, 2020] (incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed on January 7, 2020).

Certificate of Amendment to the Certificate of Designation of Special Voting Stock of Leap Therapeutics, Inc.

filed with the Secretary of State of the State of Delaware on March 16, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8 - K filed on March 16, 2023).

Certificate of Amendment to Fourth Amended and Restated Certificate of Incorporation of Leap Therapeutics, Inc.

dated June 20, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, as filed on November 13, 2023).

Certificate of Elimination of the Series X Non - Voting Convertible Preferred Stock of Leap Therapeutics, Inc.

dated August 29, 2023 (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10 - Q for the quarter ended September 30, 2023, as filed on November 13, 2023).

Certificate of Amendment to Fourth Amended and Restated Certificate of Incorporation of Cypherpunk Technologies Inc.

(f/k/a Leap Therapeutics, Inc.) dated November 12, 2025 (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, as filed on November 12, 2025).

Certificate of Amendment to Fourth Amended and Restated Certificate of Incorporation of Cypherpunk Technologies Inc.

dated December 15, 2025 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 16, 2025).

Amended and Restated Bylaws of Cypherpunk Technologies Inc.

(effective as of November 12, 2025) (incorporated by reference to Exhibit 3.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, as filed on November 12, 2025).

Form of Common Stock Certificate of the Registrant (incorporated by reference to Exhibit 4.1 to Amendment No.

2 to the Company’s registration statement on Form S-4, as filed on November 16, 2016).

Registration Rights Agreement, by and among Leap and certain stockholders, dated as of January 23, 2017 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, as filed on January 26, 2017).

Registration Rights Agreement dated as of July 10, 2019, by and between the Company and Lincoln Park Capital Fund, LLC (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, as filed on July 11, 2019).

Registration Rights Agreement dated as of January 3, 2020, by and between the Company and the persons listed on the attached Schedule A thereto (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, as filed on January 7, 2020).

Registration Rights Agreement dated as of January 3, 2020, by and between the Company and the persons listed on the attached Schedule A thereto (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, as filed on January 7, 2020).

Form of Warrant, dated as of November 14, 2017 by and among Leap Therapeutics, Inc.

and the Holders identified on the schedule thereto (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, as filed on November 17, 2017).

Form of Warrant, dated as of February 5, 2019 by and between Leap Therapeutics, Inc.

and each of the purchasers in the Registrant’s 2019 Public Offering (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, as filed on February 1, 2019).

Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, as filed on January 7, 2020).

Form of Series A Coverage Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, as filed on January 7, 2020).

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2 to Warrant, by and among Macrocure, the Registrant and certain warrant holders, dated as of January 23, 2017 (incorporated by reference to Exhibit 4.4 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, as filed on March 31, 2017).

Description of the Registrant’s Securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.6 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as filed on March 16, 2020).

Form of Warrant, dated May 6, 2020, by and among the Flame Biosciences, Inc.

and the Warrantholders (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 10Q, as filed on May 15, 2023).

Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K as filed on April 11, 2024).

Form of Common Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K as filed on October 9, 2025).

Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K as filed on October 9, 2025).

Waiver and Modification Agreement, dated November 19, 2025, by and between Cypherpunk Technologies Inc.

and Winklevoss Treasury Investments, LLC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K as filed on November 20, 2025).

Description of the Registrant’s Securities registered pursuant to Section 12 of the Securities Exchange Act of 1934.

Exclusive Option and License Agreement dated as of January 3, 2020, by and between the Company and BeiGene, Ltd.

9 unchanged sentences

Securities Purchase Agreement, dated January 3, 2020, by and among the Company and the institutional investors named therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed on January 7, 2020).

Registration Rights Agreement dated as of January 3, 2020, by and between the Company and the persons listed on the attached Schedule A thereto (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, as filed on January 7, 2020).

Form of Indemnification Agreement (filed as Exhibit 10.10 to Amendment No.

9 unchanged sentences

Executive Employment Agreement and accompanying Employee Proprietary Information, Inventions, Non-Competition and Non-Solicitation Agreement, by and between Leap and Augustine Lawlor, dated as of August 29, 2016 (incorporated by reference to Exhibit 10.9 to the Company’s registration statement on Form S-4, as filed on September 26, 2016).

Employment Agreement, by and between the Company and Christine Granfield, dated as of August 16, 2020 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, as filed on November 12, 2020).

Employment Agreement, by and between the Company and Cynthia Sirard, dated as of April 10, 2020 (incorporated by reference to Exhibit 10.18 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as filed on March 12, 2021).

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dated as of May 16, 2022 (incorporated by reference to Exhibit 10.1 to the Company Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, as filed on August 12, 2022).

Support Agreement by and between Leap Therapeutics, Inc.

and HealthCare Ventures IX L.P., dated January 17, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on January 23, 2023).

Support Agreement by and between Leap Therapeutics, Inc.

and HealthCare Ventures VIII Liquidating Trust, dated January 17, 2023 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on January 23, 2023).

Fourth Amendment to Lease by and between Bulfinch Square Limited Partnership and Leap Therapeutics, Inc.

dated as of January 3, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024).

Fifth Amendment to Lease by and between Bulfinch Square Limited Partnership and Leap Therapeutics, Inc.

dated as of July 1, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025) .

Registration Rights Agreement, dated January 17, 2023, by and among the Company and the Holders (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the SEC on January 23, 2023).

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(incorporated by reference to Exhibit 10.7 to the Company Quarterly Report on Form 10 - Q for the quarter ended March 31, 2023).

Insider Trading Policy

Subsidiaries of Leap Therapeutics, Inc.

Consent of EisnerAmper LLP related to Leap Therapeutics, Inc.

Form of Securities Purchase Agreement by and among the Company and the purchasers named therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8 - K as filed on April 11, 2024).

First Amended and Restated Collaboration Agreement, dated April 2, 2024, by and between Adimab, LLC and Leap Therapeutics, Inc.

(incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024).

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed on October 9, 2025).

Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K as filed on October 9, 2025).

Lead Investor Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K as filed on October 9, 2025).

Consulting Agreement, dated November 11, 2025, by and between the Company and CoinXit Ltd.

(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed on November 12, 2025).

Restricted Stock Unit Grant Agreement, dated December 23, 2025, by and between the Company and CoinXit Ltd.

(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed on December 30, 2025).

Executive Employment Agreement, dated November 11, 2025, by and between the Company and William McEvoy (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K as filed on November 12, 2025).

Form of Director Restricted Stock Unit Agreement pursuant to the 2016 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K as filed on November 12, 2025).

Form of Director Restricted Stock Unit Agreement pursuant to the 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K as filed on November 12, 2025).

Form of Employee Restricted Stock Unit Agreement pursuant to the 2016 Equity Incentive Plan (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K as filed on November 12, 2025).

Form of Employee Restricted Stock Unit Agreement pursuant to the 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K as filed on November 12, 2025).

2025 Cypherpunk Technologies Inc.

Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed on December 16, 2025).

Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed on March 26, 2025)

Subsidiaries of Cypherpunk Technologies Inc.

Consent of EisnerAmper LLP related to Cypherpunk Technologies Inc.

financial statements.

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Compensation Clawback Policy (incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed on March 18, 2024)

The following materials from Leap Therapeutics, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2024, formatted in XBRL (Extensible Business Reporting Language):

(i) Consolidated Balance Sheets at December 31, 2024 and 2023, (ii) Consolidated Statements of Operations for the year ended December 31, 2024 and December 31, 2023, (iii) Consolidated Statements of Shareholders’ Equity (Deficit) at December 31, 2024 and December 31, 2023 (iv) Consolidated Statements of Cash Flows for the year ended December 31, 2024 and December 31, 2023, and (v) Notes to Consolidated Financial Statements, tagged as blocks of text.

The following materials from Cypherpunk Technologies Inc.’s Annual Report on Form 10-K for the year ended December 31, 2025, formatted in XBRL (Extensible Business Reporting Language):

(i) Consolidated Balance Sheets at December 31, 2025 and 2024, (ii) Consolidated Statements of Operations for the year ended December 31, 2025 and December 31, 2024, (iii) Consolidated Statements of Shareholders’ Equity at December 31, 2025 and December 31, 2024 (iv) Consolidated Statements of Cash Flows for the year ended December 31, 2025 and December 31, 2024, and (v) Notes to Consolidated Financial Statements, tagged as blocks of text.

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

LEAP THERAPEUTICS, INC.

CYPHERPUNK TECHNOLOGIES INC.

March 16, 2026

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Executive Officer and Principal Financial Officer)

/s/ CHRISTOPHER K.

/s/ KHING OEI

Chairman of the Board of Directors

March 16, 2026

Christopher K.

/s/ JAMES CAVANAUGH

1 unchanged sentence

James Cavanaugh

/s/ THOMAS DIETZ

March 16, 2026

16 unchanged sentences

Richard L Schilsky

/s/ CHRISTOPHER K.

March 16, 2026

Christopher K.

/s/ WILLIAM MCEVOY

March 16, 2026

William McEvoy

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

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Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024

Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2024 and 2023

Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2025 and 2024

Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2025 and 2024

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To the Board of Directors and Stockholders of

Leap Therapeutics, Inc.

Cypherpunk Technologies Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Leap Therapeutics, Inc.

and Subsidiaries (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows for each of the years then ended, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of their operations and their cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying consolidated balance sheets of Cypherpunk Technologies Inc.

(formerly Leap Therapeutics, Inc.) and Subsidiaries (the “ Company ” ) as of December 31, 2025 and 2024, and the related consolidated statements of operations, comprehensive income (loss), stockholders ’ equity, and cash flows for each of the years then ended, and the related notes (collectively referred to as the “ financial statements ” ).

In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2025 and 2024, and the consolidated results of their operations and their cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

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The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Accruals for Clinical Trial Expenses

As described in Note 2 to the consolidated financial statements, at each balance sheet date, the Company records its accrued clinical trial expenses resulting from its obligations under contracts with vendors, clinical research organizations and consultants in connection with performing research and development activities, and in making that accrual, may depend on factors such as successful enrollment of certain numbers of patients, site initiation, and the completion of contract milestones.

The Company accounts for research and development expenses based on services that have been performed on the Company’s behalf and the level of service performed and the associated cost incurred for the service when an invoice has not been received.

The Company’s accrual for clinical trial expenses of $4,798,000 is included in accrued expenses on the December 31, 2024 consolidated balance sheet.

The amounts accrued for clinical trial expenses represent the unpaid clinical trial expenses based on the information available to the Company at that time.

We identified the accrual for clinical trial expenses as a critical audit matter due to the materiality of the contract values between the Company and certain clinical research organizations and the need to determine progress or state of completion of trials or services completed.

This in turn led to significant audit effort in performing our procedures and evaluating audit evidence relating to accruals made by management.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements.

We obtained an understanding and evaluated the design of controls over the Company’s accrual process, including the process of accruing the expenses incurred to date based on the status of the clinical trials.

Our procedures also included, among others, reading agreements and contract amendments entered into with vendors in connection with conducting clinical trials, evaluating the methods used in developing the accrual for clinical trial expenses and calculating the amounts that were unpaid at the balance sheet date.

We confirmed selected amounts and attributes used in determining the accrued clinical trial expenses directly with the third parties involved in performing the research and development services on behalf of the Company.

We also made direct inquiries of financial and clinical trial client personnel regarding status and progress towards completion of clinical trials and descriptions of future commitments.

We also examined invoices issued and payments made to service providers after the consolidated balance sheet date.

Evaluation of Control and Accounting for Digital Assets Held by a Custodian

As discussed in Note 2 – Digital Assets Receivable to the consolidated financial statements, as of December 31, 2025, the Company held a material balance of digital assets acquired as part of a newly implemented digital asset treasury strategy.

These digital assets are held by a third-party custodian, which is a related party of the Company.

Management exercised significant judgment in determining whether the Company controls the digital assets for financial reporting purposes and the appropriate accounting and presentation through evaluating the terms of the custodial agreement, assessing the Company ’ s contractual rights to the assets, and interpreting and applying the authoritative accounting guidance and the impact of the assets being held in commingled or omnibus wallets.

We identified the assessment of control over the digital assets and the appropriate accounting and presentation as a critical audit matter because it involved complex judgment, significant management assumptions and extensive audit effort and because the conclusions directly affect the recognition, presentation and disclosure of a material balance in the consolidated financial statements.

Addressing the critical audit matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements.

Our audit procedures related to this matter included:

● Obtaining an understanding of and evaluating the design and implementation of controls over the digital assets process for accounting purposes.

● Evaluating management ’ s application of authoritative accounting guidance, including considerations regarding control of the digital assets and contemplation of the related-party nature of the custodial arrangement in accordance with U.S.

● Inspecting the custodial agreement to assess the Company ’ s contractual rights, including its ability to transfer, withdraw or otherwise direct the use of the digital assets.

● Assessing whether any contractual restrictions or protective rights held by the custodian substantively limit the Company ’ s control over the digital assets.

● Obtaining direct confirmation from the custodian regarding, ownership attribution and the Company ’ s rights to the assets held.

● Evaluating the implications of the assets being held in commingled or omnibus wallets, including reviewing the custodian ’ s SOC1 Type II report to understand relevant controls over customer account balances.

● Assessing the adequacy of the Company ’ s financial statement disclosures related to digital assets, custodial arrangements and related-party relationships.

/s/ EisnerAmper LLP

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March 16, 2026

LEAP THERAPEUTICS, INC.

CYPHERPUNK TECHNOLOGIES INC.

AND SUBSIDIARIES

3 unchanged sentences

Cash and cash equivalents

Digital assets receivable

Research and development incentive receivable

1 unchanged sentence

Total current assets

Property and equipment, net

Right of use assets, net

Deferred costs

Liabilities and Stockholders’ Equity

3 unchanged sentences

Income tax payable

Lease liability - current portion

Lease liability

Total current liabilities

Non-current liabilities:

Deferred tax liability

Total liabilities

Stockholders’ equity:

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Common stock, $ 0.001 par value;

240,000,000 shares authorized;

490,000,000 and 240,000,000 shares authorized;

83,851,051 and 38,329,894 shares issued and outstanding as of December 31, 2025 and 2024, respectively

Stock subscription receivable

Additional paid-in capital

Accumulated other comprehensive (loss) income

Accumulated other comprehensive loss

Accumulated deficit

2 unchanged sentences

See notes to consolidated financial statements

LEAP THERAPEUTICS, INC.

CYPHERPUNK TECHNOLOGIES INC.

AND SUBSIDIARIES

5 unchanged sentences

General and administrative

Restructuring charges

Total operating expenses

1 unchanged sentence

Interest income

Interest expense

Australian research and development incentives

Foreign currency loss

Change in fair value of Series X preferred stock warrant liability

Loss before income taxes

Change in fair value of embedded derivative

Foreign currency gain (loss)

Income (loss) before income taxes

Provision for income taxes

Net income (loss)

Dividend attributable to down round feature of warrants

Net loss attributable to common stockholders

Net loss per share

Basic and diluted

Net income (loss) attributable to common stockholders

Net income (loss) per share

Weighted average common shares outstanding

Basic and diluted

See notes to consolidated financial statements

LEAP THERAPEUTICS, INC.

CYPHERPUNK TECHNOLOGIES INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

Year Ended December 31,

Other comprehensive loss:

Net income (loss)

Other comprehensive income (loss):

Foreign currency translation adjustments

Comprehensive loss

Comprehensive income (loss)

See notes to consolidated financial statements

LEAP THERAPEUTICS, INC.

CYPHERPUNK TECHNOLOGIES INC.

AND SUBSIDIARIES

2 unchanged sentences

(In thousands, except share amounts)

Mezzanine Equity

Stockholders Equity

Series X Non Voting Convertible

Preferred Stock

Comprehensive

Stockholders’

Income (loss)

Balances at December 31, 2023

Issuance of Series X Preferred Stock in connection with Flame merger

Issuance of common stock in connection with Flame merger

Issuance of common stock warrants in connection with Flame merger

Redemption of 2019 Warrants

Issuance of common stock upon vest of restricted stock units

Conversion of Series X preferred stock to common stock

Reclassification of Series X preferred stock warrants to equity

Fractional shares paid in cash

Issuance of common stock upon exercise of stock options

Issuance of common stock upon exercise of warrants

April 2024 Private Placement (net of issuance costs of $ 2,948 )

Dividend attributable to the down round feature of 2017 Warrants

Foreign currency translation adjustment

2 unchanged sentences

See notes to consolidated financial statements

LEAP THERAPEUTICS, INC.

CYPHERPUNK TECHNOLOGIES INC.

AND SUBSIDIARIES

2 unchanged sentences

(In thousands, except share amounts)

Stockholders Equity

Comprehensive

Stockholders’

Income (loss)

Balances at December 31, 2024

Issuance of common stock upon vest of restricted stock units

October 2025 Private Placement (net of issuance costs of $ 1,718 )

Issuance of common stock through ATM sales

ATM issuance costs

Issuance of common stock upon exercise of stock options

Issuance of common stock upon exercise of warrants

April 2024 Private Placement (net of issuance costs of $ 2,948 )

Dividend attributable to the down round feature of 2017 Warrants

Issuance of common stock upon exercise of prefunded warrants

Issuance of common stock upon vesting of restricted stock units

Stock subscription receivable from the issuance of common stock through ATM sales

Foreign currency translation adjustment

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See notes to consolidated financial statements

LEAP THERAPEUTICS, INC.

CYPHERPUNK TECHNOLOGIES INC.

AND SUBSIDIARIES

3 unchanged sentences

Cash flows from operating activities:

Net income (loss)

Adjustments to reconcile net loss to net cash used in operating activities:

In-process research and development costs acquired in connection with the acquisition of Flame

Depreciation expense

Change in right-of-use asset

Non-cash operating lease expense

Deferred income taxes

Stock-based compensation expense

Foreign currency loss

Change in fair value of embedded derivative

Foreign currency (gain) loss

Changes in operating assets and liabilities:

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Cash flows from investing activities:

Cash acquired in connection with the acquistion of Flame

Payment of direct and incremental costs of the asset acquisition

Net cash provided by investing activities

Purchases of digital assets

Net cash used in investing activities

Cash flows from financing activities:

Proceeds from October 2025 Private Placement, net of issuance costs

Proceeds through issuance of common stock through ATM sales, net of fees

Proceeds from April 2024 Private Placement

Payment of deferred offering costs

Payment of redemption of 2019 warrants

Payment of fractional shares

Priciple payments of insurance financing

Proceeds from the exercise of warrants

Proceeds from the exercise of stock options

Net cash provided by (used in) financing activities

Net cash provided by financing activities

Effect of exchange rate changes on cash and cash equivalents

Net increase (decrease) in cash and cash equivalents

Net decrease in cash and cash equivalents

Cash and cash equivalents at beginning of year

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Dividend attributable to the down round feature of 2017 Warrants

Issuance and conversion of Series X Preferred Stock issued in connection with the acquisition of Flame to common stock

Reclassification of Series X Preferred Stock Warrants from liability to equity

Issuance of common stock in connection with the acquisition of Flame

Issuance of warrants for the purchase of common stock in connection with the acquisition of Flame

Net liabilities assumed from acquistion of Flame

Prepayment of insurance through third-party financing

Deferred offering costs included in accounts payable

Issuance of common stock in exchange for stock subscription receivable

See notes to consolidated financial statements

LEAP THERAPEUTICS, INC.

CYPHERPUNK TECHNOLOGIES INC.

AND SUBSIDIARIES

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Nature of Business

Leap Therapeutics, Inc.

(“the Company”) was incorporated in the state of Delaware on January 3, 2011.

During 2015, HealthCare Pharmaceuticals Pty Ltd.

(“HCP Australia”) was formed and is a wholly owned subsidiary of the Company.

On December 10, 2015, the Company entered into a merger agreement with GITR Inc.

(“GITR”), an entity under common control, whereby a wholly owned subsidiary was merged with GITR and the surviving name of the wholly owned subsidiary was GITR Inc.

On August 29, 2016, the Company entered into a merger agreement with Macrocure Ltd.

(“Macrocure”), a publicly held, clinical-stage biotechnology company based in Petach Tikva, Israel.

In connection with the merger, Macrocure became a wholly owned subsidiary of the Company and the Company applied to be listed on the Nasdaq Global Market.

Nasdaq approved the listing, and trading in the Company’s common stock commenced on January 24, 2017, under the trading symbol “LPTX.” On February 1, 2017, Macrocure’s name was changed to Leap Therapeutics Ltd.

In 2020, Leap Therapeutics Ltd.

was dissolved.

On December 15, 2021, Leap Securities Corp.

was formed and is a wholly owned subsidiary of the Company.

On January 17, 2023, the Company entered into a merger agreement with Flame Biosciences, Inc., a privately held, biotechnology corporation (“Flame”), whereby Flame became a wholly owned subsidiary of the Company under the name Flame Biosciences, LLC.

The mailing address of the Company’s principal executive office is 47 Thorndike Street, Suite B1-1, Cambridge, MA 02141.

The Company’s telephone number is 617-714 -0360 and its website address is www.leaptx.com (the information contained therein or linked thereto shall not be considered incorporated by reference in this Form 10-K).

The Company is a biopharmaceutical company developing novel biomarker-targeted antibody therapies designed to treat patients with cancer by inhibiting fundamental tumor-promoting pathways, targeting cancer-specific cell surface molecules, and harnessing the immune system to attack cancer cells.

The Company’s strategy is to identify, acquire, and develop molecules that translate into therapeutics that generate durable clinical benefit and enhanced patient outcomes.

The Company’s lead clinical stage program is sirexatamab (DKN-01), a monoclonal antibody that inhibits Dickkopf-related protein 1, or DKK1.

The Company is currently studying sirexatamab in a clinical trial in patients with colorectal cancer.

The Company also has a preclinical antibody program FL-501.

In January 2020, the Company entered into an Option and License Agreement with BeiGene, Ltd., or BeiGene, which granted BeiGene an option to obtain an exclusive license from the Company that would grant to BeiGene the right to develop and commercialize DKN-01 in Asia (excluding Japan), Australia, and New Zealand.

In March 2023, BeiGene notified the Company that it did not intend to exercise its option, and the agreement is continuing as a clinical collaboration.

The Company intends to apply its experience identifying and developing products to build a pipeline of programs relating to the practice of cancer medicine.

Cypherpunk Technologies Inc.

(formerly Leap Therapeutics, Inc.) (“the Company”) was incorporated in the state of Delaware on January 3, 2011.

Wholly owned subsidiaries of the Company as of December 31, 2025 include HealthCare Pharmaceuticals Pty Ltd.

(“HCP Australia”), Leap Securities Corp., Flame Biosciences LLC and Leap Therapeutics, Inc.

Historically, the Company has been a biopharmaceutical company developing biomarker-targeted antibody therapies designed to treat patients with cancer.

The Company’s clinical stage program is sirexatamab (DKN-01), a monoclonal antibody that inhibits Dickkopf-related protein 1, or DKK1.

The Company also has a preclinical antibody program, FL-501, that is designed to treat cachexia-related indications.

The Company has historically devoted substantially all of its resources to development efforts relating to its product candidates, including manufacturing and conducting clinical trials of its product candidates, providing general and administrative support for these operations and protecting its intellectual property.

The Company does not have any products approved for sale and has not generated any revenue from product sales.

The Company has funded its operations primarily through proceeds from its sales of common stock and preferred stock and proceeds from the issuance of notes payable.

In October 2025, the Company announced a $ 58,888 private placement, led by Winklevoss Capital, and the intent to initiate a digital asset treasury strategy.

Immediately following the Closing Date, the Company initiated a strategy to deploy a portion of its capital raised that is not required to provide working capital for its ongoing operations to accumulate digital assets, focused on Zcash.

Zcash is a protocol and blockchain network of connected devices all over the world, working together to validate transactions and maintain the Zcash ledger.

ZEC is the monetary unit, or coin, of Zcash.

Zcash allows for greater privacy, providing users with options for fully shielded transactions in which the sender, recipient, and amount are encrypted.

On November 12, 2025, the Company changed its name from “Leap Therapeutics, Inc.” to “Cypherpunk Technologies Inc.” and changed its trading symbol from “LPTX” to “CYPH”.

The Company was renamed to Cypherpunk Technologies Inc.

to reflect the strategic focus on acquiring ZEC, participating in the development of Zcash, and the values of privacy and liberty.

The Company’s ongoing research and development operations is being conducted under a new wholly-owned subsidiary named “Leap Therapeutics, Inc.”, which was incorporated in November 2025.

Basis of Presentation

The accompanying consolidated financial statements of the Company include the accounts of its wholly owned subsidiaries and have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

Reverse Stock Split

On June 21, 2023, the Company effected a one -for-ten reverse stock split of its issued and outstanding shares of common stock, which also adjusted the conversion ratio of its Series X Preferred Stock such that each share of Series X Preferred Stock became convertible into 100 shares of common stock.

Accordingly, all share and per share amounts for all periods presented in the accompanying consolidated financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect this stock split.

All fractional shares resulting from the reverse stock split were paid in cash.

Since inception, the Company has been engaged in organizational activities, including raising capital, and research and development activities.

The Company does not yet have a product that has been approved by the Food and Drug Administration (the “FDA”), has not generated any product sales revenues and has not yet achieved profitable operations, nor has it ever generated positive cash flows from operations.

There is no assurance that profitable operations, if achieved, could be sustained on a continuing basis.

Further, the Company’s future operations are dependent on the success of the Company’s efforts to raise additional capital, its research and commercialization efforts, regulatory approval, and, ultimately, the market acceptance of the Company’s products.

Since inception, the Company has been engaged in organizational activities, including raising capital, and research and development activities, and in October 2025, the Company implemented its digital asset treasury strategy.

The Company has not yet achieved profitable operations, nor has it ever generated positive cash flows from operations, and the Company does not have a product that has been approved by the Food and Drug Administration (the “FDA”).

There is no assurance that profitable operations from the Company’s privacy technology/digital asset treasury strategy or biotechnology research and development operations, if achieved, could be sustained on a continuing basis.

Further, the Company’s future operations are dependent on the success of the Company’s efforts to raise additional capital, the success of the privacy technology/digital asset treasury strategy, its biotechnology research and commercialization efforts, regulatory approval, and, ultimately, the market acceptance of the Company’s products.

In accordance with Accounting Standards Codification (“ASC”) 205-40, Going Concern, the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued.

As of December 31, 2025, the Company had cash and cash equivalents of $ 14,035 .

Additionally, the Company had an accumulated deficit of $ 467,371 at December 31, 2024, and during the year ended December 31, 2024, the Company incurred a net loss of $ 67,555 .

Additionally, the Company had an accumulated deficit of $ 462,549 at December 31, 2025, and during the year ended December 31, 2025, the Company incurred net operating losses of $ 41,067 .

The Company expects to continue to generate operating losses for the foreseeable future.

The Company believes that its cash and cash equivalents of $ 14,035 as of December 31, 2025 will be sufficient to fund its operating expenses for at least 12 months from the issuance of these financial statements.

In addition, to support its future operations, the Company will likely seek additional funding through public or private equity financings or government programs and will seek funding or development program cost-sharing through collaboration agreements or licenses with larger pharmaceutical or biotechnology companies.

If the Company does not obtain additional funding or development program cost-sharing, or exceeds its current spending forecasts or fails to receive the research and development tax incentive payment, the Company has the ability and would be forced to:

delay, reduce or eliminate certain clinical trials or research and development programs, reduce or eliminate discretionary operating expenses, and delay company and pipeline expansion, any of which could adversely affect its business prospects.

In addition, to support its future operations and recently announced digital asset treasury strategy, the Company will likely seek additional funding through public or private equity financings or government programs, and, for its biotechnology operations, will likely seek funding or development program cost-sharing through collaboration agreements or licenses with larger pharmaceutical or biotechnology companies.

The inability to obtain funding, as and when needed, could have a negative impact on the Company’s financial condition and ability to pursue its business strategies.

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Cash equivalents consisted of overnight investments and money market funds.

Digital Assets Receivable

As part of its digital asset strategy, the Company holds digital assets in the form of Zcash with Gemini Space Sciences LLC, a third-party custodian (“Gemini”).

The Company does not control the digital assets for accounting purposes, and the contractual arrangement represents the Company’s enforceable contractual right to receive digital assets from the custodian on demand and is accounted for as a hybrid instrument under ASC 815, Derivatives and Hedging (“ASC 815”).

The host contract represents a non-interest bearing receivable collectible on demand and is recorded at the transaction price, representing the fair value of the digital assets at the time of acquisition, and was $ 97,000 as of December 31, 2025.

The hybrid instrument contains an embedded derivative that is required to be bifurcated because the embedded exposure to changes in the fair value of the underlying digital assets is not clearly and closely related to the economic characteristics of the host receivable.

The embedded derivative is subsequently measured at the fair value each reporting period, with changes in fair value recorded as an unrealized gain (loss) on change in fair value of embedded derivative in the Consolidated Statement of Operations.

During the year ended December 31, 2025, the Company recorded an unrealized gain on change in fair value of embedded derivative of $ 50,404 .

As digital assets receivable is collectible on demand, it’s classified as a current asset on the Company’s consolidated balance sheet.

As of December 31, 2025, the Company had digital assets receivable of $ 147,404 .

Research and Development Expense

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The research and development incentive receivable represents an amount due in connection with the above program.

The Company has recorded a research and development incentive receivable of $ 704 and $ 771 as of December 31, 2024 and 2023, respectively, in the consolidated balance sheets and other income from Australian research and development incentives of $ 1,101 , in the consolidated statements of operations for the year ended December 31, 2023, related to refundable research and development incentive program payments in Australia.

The Company has recorded a research and development incentive receivable of $ 602 and $ 704 as of December 31, 2025 and 2024, respectively, in the consolidated balance sheets.

The Company did no t record any income from Australian research and development incentives during the year ended December 31, 2024.

During the year ended December 31, 2025, the Company recorded expense of $ 157 from Australian research and development incentives.

The following table shows the change in the research and development incentive receivable from January 1, 2024 to December 31, 2025:

Balance at January 1, 2024

Cash received for 2022 eligible expenses

Australian research and development incentive income, net

Foreign currency translation

Balance at December 31, 2024

Australian research and development incentives

Foreign currency translation

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The Company has not experienced any credit losses associated with its balances in such accounts for the years ended December 31, 2025 and 2024.

As of December 31, 2025, the Company also had digital assets receivable of $ 147,404 , representing approximately 90 % of the Company’s total assets.

The Company’s digital assets are maintained with a single third-party, Gemini (see Note 15) .

These digital assets are recorded as digital assets receivable on the consolidated balance sheet.

Because custody is concentrated with a single counterparty, the Company is exposed to credit risk, liquidity risk, operational risk, and counterparty performance risk.

Digital assets held with Gemini are not insured by the Federal Deposit Insurance Corporation (“FDIC”), the Securities Investor Protection Corporation (“SIPC”), or any other governmental insurance program , and recovery of such assets in the event of Gemini’s insolvency or failure may be uncertain.

The Company monitors Gemini’s financial condition and operational controls on an ongoing basis;

however, there can be no assurance that the Company would be able to recover some or all of its digital assets if Gemini were unable to fulfill its obligations, experiences financial difficulty, or becomes subject to regulatory, cybersecurity, or operational disruptions.

The Company accounts for income taxes using the asset and liability method.

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The income tax returns of the Company for the year ended December 31, 2020 and subsequent years are subject to examination by the Internal Revenue Service and other taxing authorities, generally for three years after the return is filed.

Restructuring Charges

On June 23, 2025, the Company’s Board of Directors approved a series of measures to conserve cash and reduce operating costs, including (i) the completion of the DeFianCe clinical trial and the wind-down of the Company’s research and development activities, including the Company’s sirexatamab and FL-501 development programs, and (ii) a reduction in force that impacted approximately 75 % of the Company’s workforce.

The reduction in force was conducted in two phases (i) first, on June 30, 2025, that impacted the Company’s Chief Operating Officer, Chief Scientific Officer and Chief Manufacturing Officer and (ii) second, on July 31, 2025 that impacted the Chief Medical Officer of the Company.

As a result of this workforce reduction, during the year ended December 31, 2025, the Company incurred $ 4,527 of charges recorded within restructuring charges in the consolidated statements of operations.

The Company does not expect to incur any further material charges related to this workforce reduction.

The charges consist primarily of one-time employee severance and benefit costs and stock-based compensation expense related to acceleration of vesting.

As of December 31, 2025, $ 1,461 is accrued within accrued expenses for employee severance benefits.

Foreign Currency Translation

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After consummation of the equity financing, these costs are recorded in stockholders’ equity as a reduction of additional paid-in capital generated as a result of the offering.

As of December 31, 2024 and 2023, the Company did no t have any deferred costs.

As of December 31, 2025, there was $ 401 of deferred offering costs.

The Company did no t have any deferred costs as of December 31, 2024.

Deposits as of December 31, 2025 and 2024 included $ 662 and $ 823 , respectively, of deposits made by the Company with certain service providers that are to be applied to future payments due under the service agreements or returned to the Company if not utilized.

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The value of the effect of the down round feature will be treated as a dividend and a reduction to income available to common stockholders in the basic EPS calculation.

In connection with the private placement of common stock and prefunded warrants completed in April 2024 (the “April 2024 Private Placement”), when the 2017 Warrants were repriced from $ 10.55 to $ 2.82 as a result of a down round, the Company recorded a dividend of $ 234 during the year ended December 31, 2024.

The 2017 Warrants expired in November 2024.

Fair Value of Financial Instruments

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Cash equivalents

Digital assets receivable

December 31, 2024

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Cash equivalents of $ 10,777 and $ 23,299 as of December 31, 2025 and 2024, respectively, consisted of overnight investments and money market funds and are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices in active markets.

The fair value of the embedded derivative associated with Digital assets receivable is measured using the ask (best sell price) as of 11.00 p.m.

Eastern Standard Time on the last day of the reporting period for Zcash in active markets in which the Company transacts.

As the Digital assets receivable is collectible on demand, its fair value is directly based on observable market prices for the underlying digital asset without adjustment for credit risk, duration, or other entity-specific assumptions.

Accordingly, the embedded derivative is classified within Level 1 of the fair value hierarchy under ASC 820, as its fair value is determined using quoted prices for identical assets in active markets.

The carrying value of the research and development incentive receivable, accounts payable and accrued expenses approximate their fair value due to the short-term nature of these assets and liabilities.

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All leases with a term greater than one year are recognized on the balance sheet as right-of-use assets, lease liabilities and, if applicable, long-term lease liabilities.

The Company has elected not to recognize on the balance sheet leases with terms of one year or less.

The Company has elected not to recognize leases on the balance sheet with terms of one year or less.

Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term.

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The Company’s chief operating decision maker (“CODM”), the Chief Executive Officer, manages the Company’s business activities as a single operating and reportable segment at the consolidated level.

Accordingly, the Company’s CODM uses consolidated net loss to measure segment loss, allocate resources and assess performance.

Accordingly, the Company’s CODM uses consolidated net income (loss) to measure segment income (loss), allocate resources and assess performance.

Further, the CODM reviews and utilizes functional expenses (research and development and general and administrative) at the consolidated level to manage the Company’s operations.

Other segment items included in consolidated net loss are interest income and foreign currency gain (loss), which are reflected in the consolidated statements of operations and comprehensive loss.

Other segment items included in consolidated net income (loss) are interest income and foreign currency gain (loss), which are reflected in the consolidated statements of operations and comprehensive income (loss).

All patent related costs incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure.

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Stock-Based Compensation

The Company measures all stock options and other stock-based awards granted to employees, consultants and nonemployees based on the fair value on the date of the grant and recognizes compensation expense of those awards over the requisite service period, which is generally the vesting period of the respective award.

Generally, the Company issues stock options with only service-based vesting conditions and records the expense for these awards using the straight-line method.

The Company measures stock options and restricted stock units (“RSUs”) granted to employees, consultants and nonemployees based on the fair value on the date of the grant and recognizes compensation expense of those awards over the requisite service period, which is generally the vesting period of the respective award.

Generally, the Company issues stock options and RSUs with only service-based vesting conditions and records the expense for these awards using the straight-line method.

Stock-based compensation is classified in the accompanying consolidated statements of operations based on the function to which the related services are provided.

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Expected dividend yield of zero is based on the fact that the Company has never paid cash dividends on common stock and does not expect to pay any cash dividends in the foreseeable future.

Net Loss per Share

Basic net loss per share is computed using the weighted average number of common shares outstanding during the period.

Diluted net loss per share is computed using the weighted average number of common shares outstanding during the period and, if dilutive, the weighted average number of potential shares of common stock, including the assumed exercise of stock options and warrants.

The Company expenses the grant date fair value of employee RSUs over the associated employee service period on a straight-line basis.

Stock-based compensation expense is determined based on the fair value of the award at the grant date and is adjusted each period to reflect actual forfeitures.

Net Income (Loss) per Share

Basic net income (loss) per share is computed using the weighted average number of common shares outstanding during the period.

Diluted net income (loss) per share is computed using the weighted average number of common shares outstanding during the period and, if dilutive, the weighted average number of potential shares of common stock, including the assumed exercise of stock options and warrants.

Subsequent Events

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From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that the Company adopts as of the specified date.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

ASU 2023-07 will improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses on an interim and annual basis.

The adoption of this standard did not have a material impact on the Company’s financial statements at adoption date.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

The guidance in ASU 2023-09 improves the transparency of income tax disclosures by greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction.

The standard is effective for public companies for fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company is currently evaluating the impact that the adoption of ASU 2023-09 may have on its consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, requiring additional disclosure of the nature of expenses included in the income statement.

The standard is effective for public companies for annual reporting periods beginning after December 15, 2026.

The Company is currently evaluating the impact that the adoption of ASU 2024-03 may have on its consolidated financial statements.

Acquisition of Flame Biosciences

On January 17, 2023 (the “Effective Date”), Leap acquired 100 % of the outstanding equity of Flame, in accordance with the terms of the Agreement and Plan of Merger, dated as of the Effective Date (the “Merger Agreement”), by and among Leap, Fire Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Leap (“First Merger Sub”), Flame Biosciences LLC, a Delaware limited liability company and wholly owned subsidiary of Leap (“Second Merger Sub”), Flame, and the Stockholder Representative named therein.

Pursuant to the Merger Agreement, First Merger Sub merged with and into Flame, and Flame was the surviving corporation of such merger and became a wholly owned subsidiary of Leap (the “First Merger”).

Immediately following the First Merger, Flame merged with and into Second Merger Sub, and Second Merger Sub was the surviving entity of such merger (together with the First Merger, the “Merger”).

Pursuant to the Merger, Leap agreed to issue to the stockholders of Flame (the “Flame Stockholders”) 1,972,901 shares of common stock, and 136,248 shares of Series X Preferred Stock, which was a newly designated series of preferred stock that was intended to have economic rights equivalent to the common stock, but with limited voting rights, and issued to the warrant holders of Flame (the “Flame Warrant Holders”) the right to acquire 6,530 shares of common stock (the “January 2023 Common Stock Warrants”) and 443 shares of Series X Preferred Stock (the “January 2023 Series X Preferred Stock Warrants”).

Each share of Series X Preferred Stock converted into 100 shares of common stock during the year ended December 31, 2023, as a result of the one -for-ten reverse stock split approved by the stockholders and effected by the Board of Directors.

Under the terms of the Merger Agreement, Leap held back approximately 15,604 Series X Preferred shares (the “Holdback Shares”), which converted into 1,560,400 shares of common stock out of the aggregate number of shares that the Flame Stockholders otherwise would be entitled to receive pursuant to the Merger so that Leap can have recourse to the Holdback Shares for purposes of satisfying certain claims for indemnification that Leap may have against the Flame Stockholders in connection with the Merger.

In January 2024, Leap released the Holdback Shares to the Flame Shareholders.

On June 16, 2023, the Company obtained Stockholder Approval to convert the Series X Preferred Stock into shares of its common stock, which occurred on June 21, 2023.

The Company accounted for the acquisition of Flame as an asset acquisition allocating the purchase price under GAAP of $ 79,016 to net assets acquired.

Although there is a presumption under SEC Rule 11-01(d) (“11-01(d)”) that when a legal entity is acquired, it represents a business acquisition, the Company concluded that, in this case, the transaction did not represent the acquisition of a business.

After considering the criteria set forth in 11-01(d), the Company concluded that the acquisition of Flame by the Company was an acquisition of assets and not an acquisition of a business in accordance with 11-01(d).

Specifically, the Company concluded that 1) the entity did not generate revenue and 2) there was not sufficient continuity of Flame’s operations prior to and following the transaction, in that no facilities, employees, sales force, distribution system, customer base, trade names or production techniques remained with the entity after the acquisition.

Leap primarily acquired cash of $ 50,362 , certain working capital items ($ 928 ) and a portfolio of clinical- and pre-clinical-stage intellectual property, in connection with the acquisition of Flame.

The Company accounted for the acquisition of Flame by recording the cash and any other assets and liabilities of Flame on its consolidated balance sheet at their historical carrying values, which approximated fair values.

The remaining fair value of the consideration transferred was allocated to the in-process research and development (“IPR&D”) assets acquired.

Certain transaction costs that were not deemed to meet the criteria of costs directly attributable to the issuance of securities were capitalized in accordance with ASC 805-50-30-1 and recognized as part of fair value of assets acquired.

As the Company concluded that such IPR&D did not have an alternative future use, the relative fair value allocated to acquired IPR&D of $ 29,582 was expensed in research and development expenses within the Company’s consolidated statement of operations during the year ended December 31, 2023.

In addition, subject to and upon the terms and conditions set forth in the Merger Agreement, the Company may also (i) pay Contingent Merger Consideration (as defined in the Merger Agreement) that may become payable if, and only if, certain assets of Flame related to Flame’s FL-101 program and/or FL-103 program are sold after the consummation of the Merger pursuant to the FL-101/103 Disposition Agreement (as defined in the Merger Agreement), which Contingent Merger Consideration shall be 80 % of the after-tax net proceeds of such sale, if any, and the payment thereof is subject to the terms and conditions set forth in the Merger Agreement and (ii) issue pursuant to the Merger additional shares of Series X Preferred Stock or common stock as a result of any applicable post-closing purchase price adjustment in the event that Flame’s actual Company Net Cash (as defined in the Merger Agreement) as of the Effective Date is determined to be greater than Flame’s estimated Company Net Cash as of the closing.

Sale of FL-101/FL-103 to AlmataBio, Inc.

On December 6, 2023 the Company sold certain IPR&D assets previously acquired from Flame related to Flame’s FL-101/FL-103 program which included permits, clinical trial material, clinical data, and related identified contracts, such as licensing, research, clinical trials, and various other agreements.

The Company received total consideration in the form of a non-refundable closing date cash payment of $ 500 .

Pursuant to the terms of the asset purchase agreement, the Company is entitled to receive milestone payments of up to $ 70,000 upon achievement of certain regulatory approval and sales milestones specified in the asset purchase agreement.

The IPR&D assets sold related to Flame’s FL-101/FL-103 program did not meet the definition of a business and had a carrying value of $ 0 at the time of the sale.

In addition, the Company estimated the likelihood of receiving any milestone payments to be

As such, management elected the most likely amount method to determine the transaction price of the sale, which included the non-refundable closing date cash payment of $ 500 and future milestone payments of $ 0 .

Therefore, the Company recognized a non-operating gain in other income for the difference between the amount of non-refundable consideration received of $ 500 and the carrying value of $ 0 during the year ended December 31, 2023.

In the event of a change in circumstances, such that it becomes likely that the Company will receive milestone payments, the Company will recognize income for the change in transaction price in the period in which the transaction price changes.

In addition, during the year ended December 31, 2023, the Company incurred various qualified expenses, such as legal fees, consulting and general and administrative expenses in connection with the sale of Flame’s FL-101 program.

Such expenses exceeded the non-refundable consideration received of $ 500 , and therefore, the Company was not obligated to pay Contingent Merger Consideration to the Flame Stockholders.

Series X Preferred Stock

Pursuant to the Merger, the Company agreed to issue 136,248 shares of Series X Preferred Stock to Flame Stockholders and January 2023 Series X Preferred Stock Warrants for 443 shares of Series X Preferred Stock to Flame Warrant Holders.

The Company obtained Stockholder Approval during the year ended December 31, 2023 to convert each issued share of Series X Preferred Stock and each share of Series X Preferred Stock issuable pursuant to the January 2023 Series X Preferred Stock Warrants into 100 shares of its common stock.

The Series X Preferred Stock was converted to common stock on June 21, 2023, and the carrying value of the Series X Preferred Stock was reclassified from mezzanine equity to permanent equity.

January 2023 Common Stock Warrants and January 2023 Series X Preferred Stock Warrants

In January 2023, pursuant to the Merger, the warrants held by the Flame Warrant Holders became exercisable for 6,530 shares of Leap’s common stock (the “January 2023 Common Stock Warrants”).

The January 2023 Common Stock Warrants have an exercise price of $ 6.78 per share and expire in February 2025.

The January 2023 Common Stock Warrants qualify for equity classification.

Also in January 2023, pursuant to the Merger, the warrants held by the Flame Warrant Holders became exercisable for 443 shares of Series X Preferred Stock (the “January 2023 Series X Preferred Stock Warrants”).

Upon obtaining Stockholder Approval for the conversion of the Series X Preferred Stock and the one -for-ten reverse stock split, each share of Series X Preferred Stock converted into 100 shares of Common Stock.

The January 2023 Series X Preferred Stock Warrants have an exercise price of $ 6.78 per share and expire in February 2025.

The Company initially recorded the January 2023 Series X Preferred Stock Warrants as a liability on the Effective Date and the warrant liability was subsequently remeasured to fair value at each reporting date and on the date on which Stockholder Approval to convert shares of Series X Preferred Stock into shares of common stock was obtained.

On June 21, 2023, after obtaining stockholder approval for the conversion of the Series X Preferred Stock into common stock, the January 2023 Series X Preferred Stock Warrants were reclassified from liability to equity.

Changes in the fair value of the warrant liability are recognized as gains (losses) in the Company’s consolidated statement of operations.

During the year ended December 31, 2023, the Company recorded a gain of $ 12 in its consolidated statement of operations.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses (“ASU 2024-03”), and in January 2025, the FASB issued Accounting Standards Update No.

2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective Date (“ASU 2025-01”).

ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement.

ASU 2024-03, as clarified by ASU 2025-01, will be effective for annual reporting periods beginning after December 15, 2026 on a prospective basis.

Both early adoption and retrospective application are permitted.

The Company is currently evaluating the impact that the adoption of these standards will have on its consolidated financial statements and disclosures.

Recently Adopted Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60), which requires certain crypto assets to be measured at fair value with changes recognized in net income and mandates additional disclosures.

The Company adopted ASU 2023-08 effective January 1, 2025, but it had no impact on the financial statements during the year ended December 31, 2025.

In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which focuses on the rate reconciliation and income taxes paid.

2023-09 requires a public business entity (“PBE”) to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold.

In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received.

For PBEs, the new standard is effective for annual periods beginning after December 15, 2024.

An entity may apply the amendments in this ASU prospectively by providing the revised disclosures for the period ending December 31, 2025 and continuing to provide the pre-ASU disclosures for the prior periods or may apply the amendments retrospectively by providing the revised disclosures for all period presented.

As of January 1, 2025, the Company adopted this new ASU, and it only impacts the Company’s income tax disclosures (see Note 11) with no impact to its operations, cash flows, or financial condition.

Digital Assets Receivable

As part of its digital asset treasury strategy, the Company acquired 290,062.67 ZEC tokens at a weighted average cost of $ 334.41 per token, for an aggregate purchase price of $ 97,000 during the year ended December 31, 2025.

The acquired digital assets are held with Gemini, a third-party exchange and custodian, and the arrangement is accounted for as a hybrid instrument consisting of (i) a host contract representing the right to receive digital assets on demand, and (ii) an embedded derivative indexed to changes in the fair value of the underlying digital assets.

Digital assets receivable is initially recorded at the transaction price and the embedded derivative is subsequently measured at the fair value of the underlying digital assets to be received.

Changes in fair value of the embedded derivative are recognized as unrealized gains (losses) on the change in fair value of embedded derivative in the consolidated statement of operations.

The carrying value of the host contract and the embedded derivative as of December 31, 2025, was $ 97,000 , and $ 50,404 , respectively, which are presented together as digital assets receivable on the accompanying consolidated balance sheet.

The balance of digital assets receivable was $ 147,404 as of December 31, 2025.

The Company recorded an unrealized gain on embedded derivative of $ 50,404 during the year ended December 31, 2025.

Stock Subscription Receivable

During the year ended December 31, 2025, the Company entered into a Controlled Equity Offering Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co.

(“Cantor”), pursuant to which the Company may offer and sell shares of its common stock, par value $ 0.001 per share, having an aggregate offering price of up to $ 200,000 from time to time to or through Cantor, acting as principal and/or sales agent.

In connection with the Sales Agreement, the Company issued 122,000 shares of its common stock on December 31, 2025, for net proceeds of $ 150 .

As the Company did not receive the proceeds until January 2026, it recorded a stock subscription receivable of $ 150 in its consolidated balance sheet as of December 31, 2025.

Property and equipment, net

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Property and equipment, net

Depreciation expense was $ 5 and $ 15 for the years ended December 31, 2024 and 2023, respectively.

Depreciation expense was $ 5 for the year ended December 31, 2024.

The Company did no t record depreciation expense during the year ended December 31, 2025.

Accrued Expenses

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Reflected in the right-of-use asset and lease liability on the Company’s consolidated balance sheets are the periods provided by renewal and extension options that the Company is reasonably certain to exercise, as well as the periods provided by termination options that the Company is reasonably certain to not exercise.

The Company’s existing lease expires in July 2025 and includes variable lease and non-lease components that are not included in the right-of-use asset and lease liability and are reflected as an expense in the period incurred.

The Company’s existing lease agreement for the premises located at 47 Thorndike Street (the “47 Thorndike Street Lease”) was set to expire on July 31, 2025.

On July 1, 2025 the Company entered into a Fifth Amendment to Lease (“Fifth Amendment”) with Landlord, extending the 47 Thorndike Street Lease as a tenancy-at will (as amended, the “Lease”).

The term of the Lease expires on the later of August 31, 2025 or the last day of any month identified by notice by the Company or Landlord to the other, not less than sixty ( 60 ) days in advance.

The Lease includes variable lease and non-lease components that are not included in the right-of-use asset and lease liability and are reflected as an expense in the period incurred.

Such payments primarily include common area maintenance charges.

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common area maintenance, maintenance, consumables, etc.) are paid separately from rent based on actual costs incurred and therefore are not included in the right-of-use asset and lease liability and are reflected as an expense in the period incurred.

During the year ended December 31, 2024, the Company extended the term of its operating lease to July 31,2025 and recorded an additional right-of-use asset and lease liability of $ 420 .

During the year ended December 31, 2024, the Company extended the term of its operating lease to July 31,2025 and recorded an additional right-of-use asset and lease liability of $ 420 and during the year ended December 31, 2025, the Company extended the term of its operating lease as a tenancy-at-will, with the term expiring on the later of August 31, 2025 or the last day of any month identified by notice by the Company or Landlord to the other, not less than sixty ( 60 ) days in advance, and recorded an additional right of-of-use asset and lease liability of $ 38 .

As of December 31, 2025, a right-of-use asset of $ 38 and lease liability of $ 38 are reflected on the consolidated balance sheet.

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Cash paid for amounts included in the measurement of lease liabilities was $ 349 and $ 463 , respectively, during the years ended December 31, 2025 and 2024.

Future lease payments under non-cancelable operating leases as of December 31, 2024 are detailed as follows:

Future Operating Lease Payments

Total Lease Payments

imputed interest

Total operating lease liabilities

Future lease payments under non-cancelable operating leases as of December 31, 2025 are $ 38 .

As of December 31, 2025, outstanding warrants to purchase common stock, all of which are classified as equity warrants, consisted of the following:

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February 2026

March 2020 Pre-funded Warrants

March 2020 Coverage Warrants

Jan - March 2027

September 2021 Pre-funded Warrants

January 2023 Common Stock Warrants

February 2025

April 2024 Pre-funded Warrants

October 2025 Pre-funded Warrants

October 2025 Common Warrants

2017 Warrants

The 2017 Warrants contain full ratchet anti-dilution protection provisions.

The Company will recognize on a prospective basis the value of the effect of the down round feature in the warrant when it is triggered (i.e., when the exercise price is adjusted downward).

This value is measured as the difference between (1) the financial instrument’s fair value (without the down round feature) using the pre-trigger exercise price and (2) the financial instrument’s fair value (with the down round feature) using the reduced exercise price.

The value of the effect of the down round feature will be treated as a dividend and a reduction to income available to common stockholders in the basic EPS calculation.

The 2017 Warrants contained full ratchet anti-dilution protection provisions.

The Company recognized on a prospective basis the value of the effect of the down round feature in the warrant when it was triggered (i.e., when the exercise price was adjusted downward).

This value was measured as the difference between (1) the financial instrument’s fair value (without the down round feature) using the pre-trigger exercise price and (2) the financial instrument’s fair value (with the down round feature) using the reduced exercise price.

The value of the effect of the down round feature was treated as a dividend and a reduction to income available to common stockholders in the basic EPS calculation.

In connection with the April 2024 Private Placement, when the 2017 Warrants were repriced from $ 10.55 to $ 2.82 , the Company recorded a dividend of $ 234 during the year ended December 31, 2024.

The 2017 Warrants expired in November 2024.

2019 Warrants

During the year ended December 31, 2023, the Company redeemed 10,000 of the 2019 Warrants at a purchase price of $ 2.90 per share.

March 2020 Pre-funded Warrants

During the year ended December 31, 2025, 824,718 March 2020 Pre-funded Warrants were cashless exercised, resulting in the issuance of 809,558 common shares of the Company’s common stock.

September 2021 Pre-funded Warrants

During the year ended December 31, 2025, 591,603 September 2021 Pre-funded warrants were cashless exercised, resulting in the issuance of 590,424 common shares of the Company’s common stock.

April 2024 Pre-funded Warrants

During the year ended December 31, 2025, 1,523,404 April 2024 Pre-funded Warrants were cashless exercised, resulting in the issuance of 1,521,059 common shares of the Company’s common stock.

January 2023 Common Stock Warrants

In January 2023, pursuant to the Merger, the warrants held by the Flame Warrant Holders became exercisable for 6,530 shares of Leap’s common stock (the “January 2023 Common Stock Warrants”).

The January 2023 Common Stock Warrants have an exercise price of $ 6.78 per share and expire in February 2025.

The January 2023 Common Stock Warrants qualify for equity classification.

In January 2023, pursuant to the Flame Merger, the warrants held by the Flame Warrant Holders became exercisable for 6,530 shares of the Company’s common stock (the “January 2023 Common Stock Warrants”).

The January 2023 Common Stock Warrants had an exercise price of $ 6.78 per share and expired in February 2025.

January 2023 Series X Preferred Stock Warrants

In January 2023, pursuant to the Merger, the warrants held by the Flame Warrant Holders also became exercisable for 443 shares of Series X Preferred Stock (the “January 2023 Series X Preferred Stock Warrants”).

Following Stockholder Approval, each share of Series X Preferred Stock converted into 100 shares of common stock, during the year ended December 31, 2023.

The January 2023 Series X Preferred Stock Warrants have an exercise price of $ 6.78 per share and expire in February 2025.

The Company initially recorded the January 2023 Series X Preferred Stock Warrants as a liability on its consolidated balance sheet as of the Effective Date and subsequently remeasured the warrant liability to fair value at each reporting date and on the date Stockholder Approval was obtained to convert shares of Series X Preferred Stock into shares of common stock.

Changes in the fair value of the warrant liability were recognized as gains (losses) in the Company’s consolidated statement of operations.

During the year ended December 31, 2023, the Company recorded a gain of $ 12 in its consolidated statement of operations.

During the year ended December 31, 2023, upon obtaining Stockholder Approval, the January 2023 Series X Preferred Stock Warrants were converted into common stock warrants and reclassified from liability to equity.

In January 2023, pursuant to the Flame Merger, the warrants held by the Flame Warrant Holders also became exercisable for 443 shares of Series X Preferred Stock (the “January 2023 Series X Preferred Stock Warrants”).

Following Stockholder Approval, each share of Series X Preferred Stock converted into 100 shares of common stock during the three months ended June 30, 2023.

The January 2023 Series X Preferred Stock Warrants had an exercise price of $ 6.78 per share and expired in February 2025.

October 2025 Pre-funded Warrants

In connection with the October 2025 Private Placement, the Company issued pre-funded warrants (the “October 2025 Pre-Funded Warrants”) to purchase up to an aggregate of 80,768,504 shares of the Company’s common stock.

The October 2025 Pre-Funded Warrants have an exercise price of $ 0.001 per share, each exercisable for one share of the Company’s common stock.

The exercise price and the number of shares of Common Stock issuable upon exercise of each pre-funded warrant is subject to appropriate adjustment in the event of certain stock dividends, stock splits, stock combinations, or similar events affecting the common stock.

The October 2025 Pre-Funded Warrants qualify for equity classification.

October 2025 Common Stock Warrants

In connection with the October 2025 Private Placement, the Company issued common warrants (the “October 2025 Common Warrants”) to purchase up to an aggregate of 75,985,605 shares of Company common stock, each exercisable for one share of common stock at an exercise price of $ 0.5335 per common warrant share.

The October 2025 Common Warrants are exercisable in cash or by means of a cashless exercise.

They expire on the tenth anniversary of their date of issuance and qualify for equity classification.

The exercise price and the number of shares of common stock issuable upon exercise of each common warrant is subject to appropriate adjustment in the event of certain stock dividends, stock splits, stock combinations, or similar events affecting the common stock.

Parcrest International (“Parcrest”) served as the Company’s placement agent in connection with the October 2025 Private Placement.

The Company agreed to pay Parcrest $ 1,500 , as follows:

(a) $ 1,000 in cash and (b) October 2025 Common Warrants to purchase up to 4,000,000 shares of the Company’s common stock at an exercise price of $ 0.5335 per share (the “Placement Agent Warrants”).

Parcrest has agreed that it shall not sell, transfer, assign, pledge, or otherwise dispose of any of the Placement Agent Warrants or the warrant shares underlying the Placement Agent Warrants for a period of six months following their issuance date, except with the prior written consent of both the Company and the Lead Investor (as defined below in Note 9).

Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders.

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Through December 31, 2025, no dividends have been declared for shares of common stock.

Acquisition of Flame – January 2023

On January 17, Leap acquired 100 % of the outstanding equity of Flame.

Pursuant to the Merger, Leap issued to Flame Stockholders 1,972,901 shares of common stock.

The Company also issued Series X Preferred Stock to Flame Stockholders pursuant to the Merger (see Note 3).

Private Placement - April 2024

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The aggregate net proceeds received by the Company from the offering was $ 37,051 , net of $ 2,948 of underwriting discounts and commissions and offering expenses payable by the Company.

Private Placement – October 2025

Securities Purchase Agreement

On October 6, 2025, the Company entered into a Securities Purchase Agreement with Winklevoss Treasury Investments, LLC (“Winklevoss Capital”) as Lead Investor (the “Lead Investor”) and the other investors named therein, for the private placement of (i) 15,212,311 shares of Company common stock, par value $ 0.001 per share, at an offering price of $ 0.52064 per share (the “October 2025 Shares”), (ii) pre-funded warrants (the “October 2025 Pre-Funded Warrants”) to purchase up to an aggregate of 80,768,504 shares of the Company’s common stock at an offering price of $ 0.51964 per Pre-Funded Warrant, each exercisable for one share of common stock at the exercise price of $ 0.001 per Pre-Funded Warrant Share and (iii) common warrants (the “October 2025 Common Warrants”) to purchase up to an aggregate of 71,985,605 shares of Company common stock, each exercisable for one share of common stock at an exercise price of $ 0.5335 per common warrant share.

The shares of common stock, together with the common warrants, had an aggregate purchase price of $ 0.61439 per unit, and the pre-funded warrants, together with the common warrants had an aggregate purchase price of $ 0.61339 per unit.

The October 2025 Private Placement closed on October 8, 2025.

The aggregate gross proceeds received by the Company from the offering was $ 58,888 and after fees and offering expenses payable by the Company the net proceeds were $ 57,170 .

Lead Investor Agreement

In connection with the Securities Purchase Agreement, the Company entered into a Lead Investor Agreement, dated October 6, 2025 (the “Lead Investor Agreement”) with Winklevoss Capital to secure its commitment as Lead Investor in the October 2025 Private Placement.

Winklevoss Capital beneficially owns 19.9 % of the common stock of the Company, excluding certain shares of common stock that may in the future become exercisable under the October 2025 Pre-Funded Warrants and October 2025 Common Warrants.

Pursuant to the Lead Investor Agreement, as of the Closing Date, the Board of Directors of the Company (the “Board”) increased the size of the Board to twelve members.

On November 11, 2025, the Board appointed each of Mr.

Khing Oei and Mr.

William McEvoy as a director of the Board, with Mr.

Oei appointed as a Class II director and to serve in such capacity until the 2028 annual meeting of stockholders, and with Mr.

McEvoy appointed as a Class III director and to serve in such capacity until the 2026 annual meeting of stockholders, or until the earlier of such director’s death, resignation or removal.

Oei was also elected to serve as non-executive Chairman of the Board, effective as of November 11, 2025.

Concurrently with Mr.

Oei’s appointment, Christopher Mirabelli, PhD, stepped down from his role as Chairman, while remaining a member of the Board.

Issuance of Common Stock under Sales Agreement — November 2025

During the year ended December 31, 2025, the Company entered into a Sales Agreement with Cantor, pursuant to which the Company may offer and sell shares of its common stock, par value $ 0.001 per share, having an aggregate offering price of up to $ 200,000 from time to time to or through Cantor, acting as principal and/or sales agent.

Subject to the terms and conditions of the Sales Agreement, Cantor will use its commercially reasonable efforts consistent with its normal trading and sales practices, applicable state and federal law, rules and regulations, and the rules of the Nasdaq Capital Market to sell the Shares pursuant to the Offering from time to time, based upon the Company’s instructions, including any price, time or size limits specified by the Company.

The Company has provided Cantor with customary indemnification and contribution rights in favor of Cantor, and Cantor earns a commission of 1.5 % of the gross proceeds from each sale of the Shares pursuant to the Sales Agreement.

The Company has no obligation to sell any of the Shares and may at any time suspend offers under the Sales Agreement.

The Company and Cantor may each terminate the Sales Agreement at any time upon ten business days prior notice.

During the year ended December 31, 2025, the Company issued 27,151,211 shares of its common stock under the Sales Agreement, for net proceeds of $ 51,818 , net of commissions of $ 789 .

Deferred offering costs in connection with the Sales Agreement were $ 544 , of which $ 143 were amortized during the year ended December 31, 2025.

Stock-Based Compensation

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In addition, on June 16, 2023, and July 2, 2024, stockholders approved new shares of the Company’s common stock to be added to the 2022 Plan for future issuance of 2,250,000 and 2,000,000 , respectively.

On December 15, 2025, the Company held a special meeting of stockholders (the “Special Meeting”).

The Company’s stockholders voted to approve the adoption of the Company’s 2025 Equity Incentive Plan (the “2025 Plan”) at the Special Meeting, and the 2025 Plan became immediately effective upon such approval.

The 2025 Plan, among other matters, provides for a total of 31,454,785 shares of the Company’s common stock, $ 0.001 par value per share that can be covered by grants, as may be adjusted from time to time on the terms described therein.

Also in connection with the Special Meeting, the Company increased it’s authorized shares from 250,000,000 shares to 500,000,000 shares ( 490,000,000 shares are designated as Common Stock).

As of December 31, 2025, there were 9,344,326 shares available for grant under the Company’s Equity Incentive Plans.

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Outstanding at December 31, 2024

( 3,652,839 )

Outstanding at December 31, 2025

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Restricted Stock Units

The Company did not grant any RSUs during the year ended December 31, 2024 and 2023.

The following table presents RSU activity under the 2016 Plan as of December 31, 2024:

During the year ended December 31, 2025, the Company granted 20,799,921 RSUs to employees with a weighted average grant date fair value of $ 0.98 per share.

The Company did not grant any RSUs during the year ended December 31, 2024.

The following table presents RSU activity under the Company’s Equity Incentive Plans as of December 31, 2025:

Average Grant

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Outstanding at December 31, 2024

( 2,411,700 )

Outstanding at December 31, 2025

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General and administrative

There is no provision for income taxes in the United States because the Company has historically incurred operating losses and maintains a full valuation allowance against its deferred tax assets in these jurisdictions.

A provision for income taxes was recorded in Australia based on the results of the Company’s foreign subsidiary.

Loss before income taxes consisted of the following:

Loss before income taxes

The provision for income taxes for the year ended December 31, 2025 is due to unrealized gains and losses on investments in the U.S.

and based on the results of the Company’s foreign subsidiary in Australia.

The provision for income taxes for the year ended December 31, 2024 was based on the results of the Company’s foreign subsidiary in Australia.

Income (loss) before income taxes consisted of the following:

Income (loss) before income taxes

A summary of the Company’s current and deferred expense for income tax is as follows:

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A reconciliation of the Company’s statutory income tax rate to the Company’s effective income tax rate is as follows:

Income at US Statutory Rate

Year Ended December 31,

Pretax Income (Loss)

US Federal Statutory Tax Rate

State taxes, net of federal benefit

Permanent differences

Foreign Tax Effects:

Change in valuation allowance

Research and development credits

Foreign rate differential

Research and development credits

Change in valuation allowance

Section 382 limitations

The significant components of the Company’s deferred tax assets as of December 31, 2024 and 2023 were as follows:

Nontaxable or Nondeductible Items:

Share based compensation

Other Adjustments:

382 tax attribute adjustments

The impact of state and local income taxes, net of federal income tax benefit, relates entirely to the Company’s naked credit, discussed below, and is attributable to Massachusetts.

The components of the Company’s deferred tax assets and liabilities are as follows (in thousands):

Year Ended December 31,

Deferred tax assets:

Federal net operating loss carryforwards

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Accrued expenses

Total deferred tax assets

Total deferred tax assets before valuation allowance

Valuation allowance

Net deferred tax assets

Total deferred tax assets after valuation allowance

Deferred tax liabilities:

Unrealized gain on digital asset receivable

Total deferred tax liabilities

Net deferred tax assets (liabilities)

The Company’s net deferred tax liability of $ 5,118 is what is commonly referred to as a “naked credit” or “hanging credit”.

A naked credit exists when a Company is subject to a valuation allowance and maintains a deferred tax liability that cannot be considered as a source of future taxable income for valuation allowance purposes, either because its reversal is indefinite in nature or otherwise.

The result of a naked credit is a deferred tax liability that remains on the balance sheet.

In future years, if the naked credit

can be offset by deferred tax assets, the reversal will be recorded as a benefit through the profit and loss statement.

The Company will continue to assess and evaluate strategies that will enable the deferred tax asset, or portion thereof, to be utilized, and will reduce the valuation allowance appropriately at such time when the “more likely than not” criteria is satisfied.

The Company notes that the balance currently recorded is in relation to unrealized gains on the Company’s cryptocurrency investments.

As of December 31, 2025, the Company had federal and state net operating loss (“NOL”) carryforwards of approximately $ 85,074 and $ 86,922 respectively.

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In general, the annual use limitation equals the aggregate value of the Company’s stock at the time of the ownership change multiplied by a specified tax-exempt interest rate.

As a result of the ownership changes, the Company is limited to a $ 0 annual limitation on its ability to utilize its NOL’s and research and development (“R&D”) credits recognized prior to the Flame merger.

Due to this limitation, approximately $ 210,732 of the federal NOL’s and $ 7,818 of federal R&D credits that had been available to offset future taxable income prior to the date of the ownership change, will expire unutilized.

Additionally, approximately $ 192,224 and $ 1,757 of state NOL’s and R&D tax credits that had been available to offset future taxable income prior to the date of the ownership change, will expire unutilized.

As a result, during the year ended December 31, 2023, the Company has reduced its deferred tax assets related to the federal and state NOL and R&D credits which is offset by the corresponding decrease in a valuation allowance.

The latest ownership change in 2025, results in an annual limitation of $ 858,217 .

The Company determined it will not be able to utilize its pre 2025 change federal R&D credits before expiration and consequently, has written these off.

As a result, during the year ended December 31, 2025, the Company has reduced its deferred tax assets related to the federal R&D credits which is offset by a corresponding decrease in the valuation allowance.

In addition, As of December 31, 2025, the Company has federal and state R&D tax credits of approximately $ 145 and $ 549 , respectively, that begin to expire in 2043 and 2038, respectively, for federal and state tax purposes.

As of December 31, 2024 and 2023, the Company has provided a full valuation allowance against its net deferred tax assets, as realization of any associated tax benefit in the future is not more likely than not.

As of December 31, 2025 and 2024, the Company has provided a valuation allowance against its net deferred tax assets, as realization of any associated tax benefit in the future is not more likely than not.

The valuation allowance increased by $ 4,010 and decreased by $ 19,307 during the years ended December 31, 2025 and 2024, respectively.

The Tax Cuts and Jobs Act (“TCJA”) resulted in significant changes to the treatment of R&D expenditures under Section 174.

For tax years beginning after December 31, 2021, taxpayers are required to capitalize and amortize all R&D expenditures that are paid or incurred in connection with their trade or business.

Specifically, costs for U.S.-based R&D activities must be amortized over five years and costs for foreign R&D activities must be amortized over 15 years, both using a midyear convention.

During the year ended December 31, 2024, the Company capitalized $ 53,662 of R&D expenses.

The One Big Beautiful Bill Act (“OBBBA”) was passed and became effective for the Company during 2025.

The legislation includes, among other provisions, permanent full expensing for certain business assets, changes to the interest deduction limitation under Section 163(j), amendments to international tax provisions including the global intangible low-taxed income (“GILTI”) and foreign-derived intangible income (“FDII”) regimes, the permanent extension of the controlled foreign corporation (“CFC”) look-through rule, as well as modifications to the treatment of research and development expenditures mentioned above.

Congress modified the treatment for research and development expenditures by adding new Section 174A, which applies for tax years beginning after December 31, 2024.

Section 174A permits the immediate deduction of domestic R&D expenditures or, at the taxpayer’s election, capitalization and amortization over a period of at least five years beginning when the related benefits are first realized.

Foreign R&D expenditures continue to be capitalized and amortized over 15 years.

Transition provisions allow taxpayers either to continue amortizing amounts capitalized under the TCJA rules or to deduct remaining unamortized domestic R&D expenditures in the first tax year beginning after December 31, 2024.

The Company has elected to continue amortizing previously capitalized domestic R&D expenditures over the remaining amortization period permitted under OBBBA.

The Company follows the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Company to determine whether a tax position of the Company is more likely than not to be sustained upon examination, including resolution of any related appeals of litigation processes, based on the technical merits of the position.

For tax positions meeting the more likely than not threshold, the tax amount recognized in the financial statements is reduced by the largest benefit that has a greater

than 50% likelihood of being realized upon the ultimate settlement with the relevant taxing authority.

For tax positions meeting the more likely than not threshold, the tax amount recognized in the financial statements is reduced by the largest benefit that has a greater than 50% likelihood of being realized upon the ultimate settlement with the relevant taxing authority.

As of December 31, 2025, the Company has not recorded any uncertain tax positions.

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There were no interest and penalties pertaining to uncertain tax positions for the years ended December 31, 2025 or 2024.

Net Loss Per Share

Basic and diluted net loss per share for the years ended December 31, 2024 and 2023 was calculated as follows:

The Company does not provide for U.S.

Federal, state, and applicable foreign income and withholding taxes on the financial reporting basis over the tax basis of its foreign subsidiary investment because the Company does has the intentions and ability to indefinitely reinvest the undistributed earnings of its foreign subsidiaries.

As a result, deferred taxes have not been recorded for the outside basis differences in its foreign subsidiary as of December 31, 2025 to the extent such differences are expected to result in future taxable income upon repatriation.

The Company reviews its ability and intentions to indefinitely reinvest its foreign earnings at each balance sheet.

The Company paid $ 237 of income taxes related to profits in Australia during the year ended December 31, 2025.

Net Income (Loss) Per Share

Basic and diluted net income (loss) per share for the years ended December 31, 2025 and 2024 was calculated as follows:

Year Ended December 31,

Net income (loss)

Dividend attributable to down round feature of warrants

Net loss attributable to common stockholders for basic and diluted loss per share

Weighted average number of common shares outstanding - basic and diluted

Net loss per share attributable to common stockholders - basic and diluted

Included within weighted average common shares outstanding for the years ended December 31, 2024 and 2023, are 2,945,175 , and 1,421,768 common shares issuable upon the exercise of the pre-funded warrants and penny warrants, as the warrants are exercisable at any time for nominal consideration, and as such, the shares are considered outstanding for the purpose of calculating basic and diluted net loss per share attributable to common stockholders.

Net income (loss) attributable to common stockholders for basic and diluted income (loss) per share

Weighted average number of common shares outstanding - basic

Weighted average effect of potentially dilutive securities:

Effect of potentially dilutive common stock warrants

Effect of potentially dilutive restricted stock units

Weighted average common shares outstanding — diluted

Net income (loss) per share attributable to common stockholders:

Included within weighted average common shares outstanding for the years ended December 31, 2025 and 2024, are 80,773,954 , and 2,945,175 common shares issuable upon the exercise of the pre-funded warrants and penny warrants, as the warrants are exercisable at any time for nominal consideration, and as such, the shares are considered outstanding for the purpose of calculating basic and diluted net income (loss) per share attributable to common stockholders.

The Company’s potentially dilutive securities include RSUs, stock options and warrants.

These securities were excluded from the computations of diluted net loss per share for the years ended December 31, 2024 and 2023, as the effect would be to reduce the net loss per share.

The following table includes the potential common shares of common stock, presented based on amounts outstanding at each period end, that were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect:

The following table includes the potential common shares of common stock, presented based on amounts outstanding at each period end, that were excluded from the computation of diluted net income (loss) per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect:

Year Ended December 31,

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Commitments and Contingencies

Manufacturing Agreements— The Company is party to manufacturing agreements with vendors to manufacture DKN-01, its lead product candidate, for use in clinical trials.

As of December 31, 2024, noncancelable commitments under these agreements totaled $ 81 .

License and Service Agreements— On January 3, 2011, the Company entered into a license agreement with Eli Lilly and Company (“Lilly”), a shareholder, to grant a license to the Company for certain intellectual property rights relating to pharmaceutically active compounds that may be useful in the treatment of bone healing, cancer and, potentially, other medical conditions.

Insurance Financing Agreement— In March 2025, the Company entered into an insurance premium financing and security agreement with Aon Premium Finance, LLC.

Under the agreement, the Company financed $ 440 of insurance premiums at a 8.74 % fixed annual interest rate.

Payments of approximately $ 42 are due monthly through February 2026.

As of December 31, 2025, the outstanding principal of the loan had been paid in full.

License and Service Agreements— On January 3, 2011, the Company entered into a license agreement with Eli Lilly and Company (“Lilly”), to grant a license to the Company for certain intellectual property rights relating to pharmaceutically active compounds that may be useful in the treatment of bone healing, cancer and, potentially, other medical conditions.

As defined in the license agreement, the Company would be required to pay royalties to Lilly based upon a percentage in the low single digits of net sales of developed products, if and when achieved.

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Related Party Transactions

The Company has a license agreement with a stockholder (See Note 12).

Gemini Space Station, LLC (“Gemini”) is a digital asset trading platform and an affiliate of Winklevoss Capital.

Winklevoss Capital is an investor in the Company (See Note 9.) and, as a result, Gemini is considered a related party.

During the year ended December 31, 2025, the Company purchased 290,062.67 ZEC tokens at a weighted average cost of $ 334.41 per token, for an aggregate purchase price of $ 97,000 through Gemini.

(See Note 3.)

Subsequent Events

Prefunded Warrant Exercises

During the first quarter of 2025, there were 824,718 March 2020 Pre-funded Warrants that were cashless exercised, resulting in the issuance of 809,558 common shares of the Company’s common stock and 591,603 September 2021 Pre-funded warrants that were cashless exercised, resulting in the issuance of 590,424 common shares of the Company’s common stock.

Also during the first quarter of 2025, there were 1,523,404 April 2024 Pre-funded Warrants that were cashless exercised, resulting in the issuance of 1,521,059 common shares of the Company’s common stock.

January 2023 Common Stock Warrants

The January 2023 Common Stock Warrants expired in February 2025.

During the period from January 1, 2026 until March 11, 2026, the Company has issued 6,128,568 shares of its common stock under the Sales Agreement with Cantor, for net proceeds of $ 4,156 .

ZEC Purchases

During the period from January 1, 2026 until March 11, 2026, the Company purchased an additional 4,680.43 ZEC tokens at an average purchase price of $ 427.31 through Gemini.

Change in Fair Value of Embedded Derivative

During the period from January 1, 2026 until March 11, 2026, the price of ZEC has been volatile and has seen significant declines, ranging from high prices of above $ 500 to low prices of below $ 200 .

A ZEC price at the end of the three month period ended March 31, 2026 that is lower than the price used for the Company’s financial statements as of December 31, 2025, will result in a decrease in the fair value of the embedded derivative and increase the Company’s net loss for the period.

For example, if the Company were to hold the same amount of ZEC at the end of the three month period March 31, 2026 as it held as of March 11, 2026, and the price of ZEC were $ 200 as of March 31, 2026, then the current value of the Company’s digital asset receivable would be approximately $ 59,000 and there would be an unrealized net loss on the change in fair value of the embedded derivative for the three month period ended March 31, 2026 of approximately $ 88,500 .

As ZEC is highly volatile, there can be no assurance that the price of ZEC may not decline further, resulting in a smaller digital asset receivable and larger unrealized net loss.

ZODL Investment

On March 9, 2026, the Company announced an investment of $ 5,000 in Znewco, Inc., doing business as Zcash Open Development Lab (ZODL), through a Simple Agreement for Future Equity (“SAFE”) as part of an over $ 25,000 financing of ZODL.

The Company’s investment in ZODL will convert into preferred stock as part of a future transaction in which ZODL issues and sells preferred stock at a fixed valuation, or, if there is a liquidity event or dissolution event before the conversion of the SAFE, will become payable for a portion of the proceeds of such liquidity event or dissolution.

Nasdaq Closing Bid Price Deficiency Letter

On March 4, 2026, the Company received a notification letter (the “ Closing Bid Price Deficiency Letter ” ) from the Listing Qualifications staff of The Nasdaq Stock Market LLC ( “ Nasdaq ” ) notifying the Company that, for the last 30 consecutive business days, the closing bid price for the Company ’ s common stock has been below the minimum $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) ( “ Rule 5550(a)(2) ” ).

The Closing Bid Price Deficiency Letter is a notice of deficiency, not delisting, and does not currently affect the listing or trading of the Company ’ s shares of common stock on The Nasdaq Capital Market.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures