CYPHERPUNK TECHNOLOGIES INC. 10-Q 季度報告摘要（截至2026年3月31日）

CYPHERPUNK TECHNOLOGIES INC._ March 31, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
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FORM 10-Q
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(Mark One)
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☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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For the quarterly period ended March 31, 2026
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☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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For the transition period from                           to                          
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Commission file number: 001-37990
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CYPHERPUNK TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter) 
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Delaware
State or other jurisdiction of
incorporation or organization
  ​ ​ ​
27-4412575
(I.R.S. Employer
Identification No.)

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47 Thorndike St, Suite B1-1, Cambridge, MA
Address of Principal Executive Offices
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02141
Zip Code

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(617) 714-0360
Registrant’s Telephone Number, Including Area Code
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N/A
Former Name, Former Address and Former Fiscal Year, if Changed
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Since Last Report Securities registered pursuant to Section 12(b) of the Act:
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Title of each class:
  ​ ​ ​
Trading Symbol(s)
  ​ ​ ​
Name of each exchange on which registered:

Common Stock, par value $0.001 per share
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CYPH
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Nasdaq Capital Market

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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. 
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ☐
  ​ ​ ​
Accelerated filer ☐

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Non-accelerated filer ☒
 
Smaller reporting company ☒

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Emerging growth company ☐

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No
As of May 12, 2026, there were 106,464,482 shares of the registrant’s common stock, par value $0.001 per share, outstanding.
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Table of Contents
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TABLE OF CONTENTS
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Page

PART I — FINANCIAL INFORMATION
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Item 1
Financial Statements
6

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Item 2
Management’s Discussion and Analysis of Financial Condition and Results of Operations
26

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Item 3
Quantitative and Qualitative Disclosures About Market Risk
32

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Item 4
Controls and Procedures
32

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PART II — OTHER INFORMATION
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Item 1
Legal Proceedings
33

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Item 1A
Risk Factors
33

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Item 2
Unregistered Sales of Equity Securities and Use of Proceeds
33

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Item 3
Defaults Upon Senior Securities
33

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Item 4
Mine Safety Disclosures
33

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Item 5
Other Information
33

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Item 6
Exhibits
34

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA
This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains forward-looking statements which reflect our current views with respect to, among other things, our operations and financial performance. Such statements are based upon our current plans, estimates and expectations that are subject to various risks and uncertainties that could cause actual results to differ materially from such statements. The inclusion of forward-looking statements should not be regarded as a representation that such plans, estimates and expectations will be achieved. Words such as “anticipate,” “expect,” “project,” “intend,” “believe,” “may,” “will,” “should,” “plan,” “could,” “continue,” “target,” “contemplate,” “estimate,” “forecast,” “guidance,” “predict,” “possible,” “potential,” “pursue,” “likely,” and words and terms of similar substance used in connection with any discussion of future plans, actions or events identify forward-looking statements. 
Forward-looking statements address various matters including statements relating to the value of the Company’s ZEC holdings, the investment in ZODL, or digital assets held or to be held by the Company, the expected future market, price, and liquidity of ZEC or other digital assets the Company acquires, the macro and political conditions surrounding Zcash or digital assets, the Company’s plan for value creation and strategic advantages, market size and growth opportunities, regulatory conditions, competitive position and the interest of other corporations in similar business strategies, technological and market trends, and future financial condition and performance. Risks and uncertainties of the digital asset treasury strategy include, among others: (a) risks relating to the Company’s operations and business, including the highly volatile nature of the price of ZEC; (b) the risk that material changes in the price of ZEC, such as decreases in price, will result in significant changes to the Company’s financial statements, such as unrealized losses on fair value of ZEC holdings and net loss; (c) the risk that the price of the Company’s Common Stock may be highly correlated to the price of ZEC; (d) the risk that the Company will fail to realize the anticipated benefits of the ZEC digital asset treasury strategy or the investment in ZODL; (e) risks related to the custody of our ZEC and our reliance on Gemini Space Station and its affiliates for trading and custody services; (f) changes in business, market, financial, political and regulatory conditions; (g) risks related to increased competition in the industries in which the Company does and will operate; (h) risks relating to significant legal, commercial, regulatory and technical uncertainty regarding digital assets generally; (i) risks relating to the treatment of crypto assets for U.S. and foreign tax purposes; and (j) the ability to comply with the continued listing requirements of the Nasdaq Capital Market. 
With respect to our biotechnology operations, important factors that could cause actual results to differ materially from our plans, estimates or expectations could include, but are not limited to: (i) our ability and plan to develop and commercialize sirexatamab; (ii) our estimates regarding our capital requirements and our ability to raise additional financing to support continued development; (iii) the success of other competing therapies that may become available; (iv) the manufacturing capacity for sirexatmab; and (v) our ability to maintain and protect our intellectual property rights.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events, competitive dynamics and industry change, and depend on economic circumstances that may or may not occur in the future or may occur on longer or shorter timelines than anticipated. Although we believe that we have a reasonable basis for each forward-looking statement contained in this Quarterly Report, we caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and the development of the industry in which we operate may differ materially from the forward-looking statements contained in this Quarterly Report. In addition, even if our results of operations, financial condition and liquidity, and events in the industry in which we operate are consistent with the forward-looking statements contained in this Quarterly Report, they may not be predictive of results or developments in future periods. You should carefully and completely read this Quarterly Report and the documents that we have filed as exhibits to this Quarterly Report.

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You should refer to Part II, Item 1A, Risk Factors in this Quarterly Report and Part I, Item 1A, Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the Securities and Exchange Commission on March 16, 2026, for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. As a result of these factors, we cannot assure you that the forward-looking statements in this Quarterly Report will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard any such statement as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified timeframe, or at all. Any forward-looking statement that we make in this Quarterly Report speaks only as of the date of such statement, and, except to the extent required by applicable law, we undertake no obligation to update such statements to reflect events or circumstances after the date of this Quarterly Report or to reflect the occurrence of unanticipated events. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this Quarterly Report. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.
Sirexatamab (DKN-01) is an investigational drug undergoing clinical development and has not been approved by the U.S. Food and Drug Administration (the “FDA”), nor has it been submitted to the FDA for approval. Sirexatamab has not been, and may never be, approved by any regulatory agency or marketed anywhere in the world. Statements contained in this Quarterly Report should not be deemed to be promotional.
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INTRODUCTORY COMMENT
References to Cypherpunk and Leap
On November 12, 2025, we filed a Charter Amendment with the Secretary of State of the State of Delaware changing the Company’s name from “Leap Therapeutics, Inc.” to “Cypherpunk Technologies Inc.”. In connection with the name change, the Company formed a new wholly-owned subsidiary, named “Leap Therapeutics, Inc.”, which conducts the biotechnology operations of the Company.
Throughout this Quarterly Report on Form 10-Q, the “Company,” “Cypherpunk”, “Cypherpunk Technologies”, “we,” “us,” and “our,” except where the context requires otherwise, refer to Cypherpunk Technologies Inc. and its consolidated subsidiaries, and, except where the context requires otherwise, “Board of Directors” refers to the board of directors of Cypherpunk Technologies Inc. References to “Leap” and “Leap Therapeutics” refer to Leap Therapeutics, Inc., and may include drug development activities that took place prior to Leap’s incorporation on November 12, 2025. For purposes of clarity and differentiation between the two business strategies, we may refer to “Cypherpunk” when discussing the privacy technology and digital asset treasury business and to “Leap” when discussing the cancer drug development business.
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Table of Contents
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Part I – FINANCIAL INFORMATION
Item 1. Financial Statements 
CYPHERPUNK TECHNOLOGIES INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
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​
​
March 31, 
​
December 31, 

​
  ​ ​ ​
2026
  ​ ​ ​
2025

Assets
 
​
  ​
 
​
  ​

Current assets:
 
​
  ​
 
​
  ​

Cash and cash equivalents
​
$
 6,689
​
$
 14,035

Digital assets receivable
​
​
 73,849
​
​
 147,404

Research and development incentive receivable
​
 
 616
​
 
 602

Prepaid expenses and other current assets
​
 
 768
​
 
 40

Total current assets
​
 
 81,922
​
 
 162,081

​
​
​
​
​
​
​

Right of use assets, net
​
​
 38
​
​
 38

Deferred costs
​
​
 385
​
​
 401

Deposits 
​
 
33
​
 
662

Other investment
​
​
 5,000
​
​
 —

Total assets
​
$
 87,378
​
$
 163,182

​
​
​
​
​
​
​

Liabilities and Stockholders’ Equity 
​
 
​
​
 
  ​

Current liabilities:
​
 
​
​
 
  ​

Accounts payable
​
$
 516
​
$
 1,981

Accrued expenses
​
 
 1,966
​
 
 2,067

Income tax payable
​
​
 483
​
​
 472

Lease liability 
​
​
 38
​
​
 38

Total current liabilities
​
​
 3,003
​
​
 4,558

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​
​
​
​
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Non-current liabilities:
​
​
​
​
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Deferred tax liability
​
​
 —
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​
 5,118

Total liabilities
​
​
 3,003
​
​
 9,676

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Stockholders’ equity:
​
​
​
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Preferred stock, $0.001 par value; 10,000,000 shares authorized; 0 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively
​
​
 —
​
​
 —

Common stock, $0.001 par value; 490,000,000 shares authorized; 93,927,528 and 83,851,051 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively
​
​
 94
​
​
 84

Stock subscription receivable
​
​
 —
​
​
 (150)

Additional paid-in capital
​
 
 624,082
​
 
 616,216

Accumulated other comprehensive loss
​
 
 (86)
​
 
 (95)

Accumulated deficit
​
 
 (539,715)
​
 
 (462,549)

Total stockholders’ equity
​
 
 84,375
​
 
 153,506

Total liabilities and stockholders’ equity 
​
$
 87,378
​
$
 163,182

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See notes to condensed consolidated financial statements.
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6

Table of Contents
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CYPHERPUNK TECHNOLOGIES INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share amounts)
(Unaudited)
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​
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Three Months Ended March 31, 

​
  ​ ​ ​
2026
  ​ ​ ​
2025

Operating expenses:
​
​
​
​
​
​

Research and development
​
$
 161
​
$
 12,911

General and administrative
​
 
 4,656
​
 
 3,006

Total operating expenses
​
 
 4,817
​
 
 15,917

Loss from operations
​
 
 (4,817)
​
 
 (15,917)

Interest income
​
 
 95
​
 
 437

Interest expense
​
​
 (7)
​
​
 (6)

Australian research and development incentives
​
 
 —
​
 
 55

Change in fair value of embedded derivative
​
​
 (77,555)
​
​
 —

Foreign currency loss
​
​
 —
​
​
 (4)

Loss before income taxes
​
​
 (82,284)
​
​
 (15,435)

Benefit from income taxes
​
​
 5,118
​
​
 —

Net loss attributable to common stockholders
​
$
 (77,166)
​
$
 (15,435)

​
​
​
​
​
​
​

Net loss per share
​
​
​
​
​
​

Basic and diluted
​
$
 (0.46)
​
$
 (0.37)

​
​
​
​
​
​
​

Weighted average common shares outstanding
​
​
​
​
​
​

Basic and diluted
​
​
 168,103,535
​
​
 41,268,894

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See notes to condensed consolidated financial statements.
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7

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CYPHERPUNK TECHNOLOGIES INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(In thousands)
(Unaudited)
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Three Months Ended March 31, 

​
  ​ ​ ​
2026
  ​ ​ ​
2025

Net loss
​
$
 (77,166)
​
$
 (15,435)

Other comprehensive income:
​
 
​
​
​
​

Foreign currency translation adjustments
​
​
 9
​
 
 7

Comprehensive loss
​
$
 (77,157)
​
$
 (15,428)

​
See notes to condensed consolidated financial statements.
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8

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CYPHERPUNK TECHNOLOGIES INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
For the Three Months Ended March 31, 2025
(In thousands, except share amounts)
(Unaudited)
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Accumulated
​
​
​
​
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Additional
​
Other
​
​
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Total

​
​
Common Stock
​
Paid-in
​
Comprehensive
​
Accumulated
​
Stockholders’

​
  ​ ​ ​
Shares
  ​ ​ ​
Amount
  ​ ​ ​
Capital
  ​ ​ ​
Loss
  ​ ​ ​
Deficit
  ​ ​ ​
Equity

Balances at December 31, 2024
 
 38,329,894
​
$
 38
​
$
 502,501
​
$
 (120)
​
$
 (467,371)
​
$
 35,048

Issuance of common stock upon exercise of stock options
​
 6,667
​
​
 —
​
​
 16
​
​
 —
​
​
 —
​
​
 16

Issuance of common stock upon exercise of prefunded warrants
​
 2,921,041
​
​
 3
​
​
 (3)
​
​
 —
​
​
 —
​
​
 —

Issuance of common stock upon vest of restricted stock units
​
 181,927
​
​
 —
​
​
 —
​
​
 —
​
​
 —
​
​
 —

Foreign currency translation adjustment
 
 —
​
​
 —
​
​
 —
​
​
 7
​
​
 —
​
​
 7

Stock-based compensation
 
 —
​
​
 —
​
​
 1,204
​
​
 —
​
​
 —
​
​
 1,204

Net loss
 
 —
​
 
 —
​
 
 —
​
 
 —
​
 
 (15,435)
​
 
 (15,435)

Balances at March 31, 2025
 
 41,439,529
​
$
 41
​
$
 503,718
​
$
 (113)
​
$
 (482,806)
​
$
 20,840

​
See notes to condensed consolidated financial statements.
​

9

Table of Contents
​

CYPHERPUNK TECHNOLOGIES INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
For the Three Months Ended March 31, 2026
(In thousands, except share amounts)
(Unaudited)
​
​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​
​
​
​
​
​
​
​
​
​
​
​
​
Accumulated
​
​
​
​
​
​

​
​
​
​
​
​
​
Stock
​
Additional
​
Other
​
​
​
​
Total

​
​
Common Stock
​
Subscription
​
Paid-in
​
Comprehensive
​
Accumulated
​
Stockholders’

​
  ​ ​ ​
Shares
  ​ ​ ​
Amount
  ​ ​ ​
Receivable
  ​ ​ ​
Capital
  ​ ​ ​
Loss
  ​ ​ ​
Deficit
  ​ ​ ​
Equity

Balances at December 31, 2025
 
 83,851,051
​
$
 84
​
$
 (150)
​
$
 616,216
​
$
 (95)
​
$
 (462,549)
​
$
 153,506

Issuance of common stock through ATM sales
​
 8,453,227
​
​
 8
​
​
 —
​
​
 5,753
​
​
 —
​
​
 —
​
​
 5,761

Amortization of ATM issuance costs
​
 —
​
​
 —
​
​
 —
​
​
 (16)
​
​
 —
​
​
 —
​
​
 (16)

Issuance of common stock upon vest of restricted stock units
​
 1,623,250
​
​
 2
​
​
 —
​
​
 (2)
​
​
 —
​
​
 —
​
​
 —

Collection of stock subscription receivable related to ATM share issuances
​
 —
​
​
 —
​
​
 150
​
​
 —
​
​
 —
​
​
 —
​
​
 150

Foreign currency translation adjustment
​
 —
​
​
 —
​
​
 —
​
​
 —
​
​
 9
​
​
 —
​
​
 9

Stock-based compensation
​
 —
​
​
 —
​
​
 —
​
​
 2,131
​
​
 —
​
​
 —
​
​
 2,131

Net loss
 
 —
​
 
 —
​
​
 —
​
 
 —
​
 
 —
​
 
 (77,166)
​
 
 (77,166)

Balances at March 31, 2026
 
 93,927,528
​
$
 94
​
$
 —
​
$
 624,082
​
$
 (86)
​
$
 (539,715)
​
$
 84,375

​
See notes to condensed consolidated financial statements.
​
​

10

Table of Contents

CYPHERPUNK TECHNOLOGIES INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS 
(In thousands)
(Unaudited)
​
​

​

​

​

​

​

​

​
​
Three Months Ended March 31, 

​
  ​ ​ ​
2026
  ​ ​ ​
2025

Cash flows from operating activities:
 
​
  ​
 
​
  ​

Net loss
​
$
 (77,166)
​
$
 (15,435)

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

Non-cash operating lease expense
​
​
 —
​
​
 110

Deferred income taxes
​
​
 (5,118)
​
​
 —

Stock-based compensation expense
​
 
 2,131
​
 
 1,204

Change in fair value of embedded derivative
​
 
 77,555
​
 
 —

Foreign currency loss
​
​
 —
​
​
 4

Changes in operating assets and liabilities:
​
​
​
​
​
​

Prepaid expenses and other current assets
​
 
 97
​
 
 155

Research and development incentive receivable
​
 
 —
​
 
 (55)

Accounts payable and accrued expenses
​
 
 (1,574)
​
 
 (373)

Lease liability
​
​
 —
​
​
 (112)

Other assets
​
​
 645
​
​
 22

Net cash used in operating activities
​
 
 (3,430)
​
 
 (14,480)

​
​
​
​
​
​
​

Cash flows from investing activities:
​
​
​
​
 
​

Other investment
​
​
 (5,000)
​
​
 —

Purchases of digital assets
​
​
 (4,000)
​
​
 —

Net cash used in investing activities
​
 
 (9,000)
​
 
 —

​
​
​
​
​
​
​

Cash flows from financing activities:
​
 
​
​
 
​

Proceeds through issuance of common stock through ATM sales, net of fees
​
​
 5,745
​
​
 —

Collection of stock subscription receivable
​
​
 150
​
​
 —

Payment of deferred offering costs
​
​
 (638)
​
​
 —

Principal payments of insurance financing
​
​
 (182)
​
​
 (77)

Proceeds from the exercise of stock options
​
​
 —
​
​
 16

Net cash provided by (used in) financing activities
​
 
 5,075
​
 
 (61)

Effect of exchange rate changes on cash and cash equivalents
​
 
 9
​
 
 5

Net decrease in cash and cash equivalents
​
 
 (7,346)
​
 
 (14,536)

Cash and cash equivalents at beginning of period
​
 
 14,035
​
 
 47,249

Cash and cash equivalents at end of period
​
$
 6,689
​
$
 32,713

​
​
​
​
​
​
​

Supplemental disclosure of non-cash financing activities:
​
​
​
​
​
​

Prepayment of insurance through third-party financing
​
$
 646
​
$
 440

Issuance of common stock upon vest of restricted stock units
​
$
 2
​
$
 —

​
See notes to condensed consolidated financial statements.
​
​

11

Table of Contents

Cypherpunk Technologies Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)
(Unaudited)
1. Nature of Business, Basis of Presentation and Liquidity
Nature of Business
Cypherpunk Technologies Inc. (Nasdaq:CYPH) (“the Company”) was incorporated in the state of Delaware on January 3, 2011. Wholly owned subsidiaries of the Company as of March 31, 2026 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 in the past devoted substantially all 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 of the private placement, 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 transactional 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 are being conducted under a new wholly-owned subsidiary named “Leap Therapeutics, Inc.”, which was incorporated in November 2025.
Basis of Presentation
The December 31, 2025 year-end condensed consolidated balance sheet data in the accompanying interim condensed consolidated financial statements was derived from audited consolidated financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2025, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 16, 2026.
The accompanying interim condensed consolidated financial statements are unaudited and have been prepared on the same basis as the audited consolidated financial statements as of and for the year ended December 31, 2025. In the opinion of management, the accompanying condensed consolidated financial statements contain all adjustments which are necessary for the fair presentation of the Company’s financial position as of March 31, 2026, statements of operations and statements of comprehensive loss for the three months ended March 31, 2026 and 2025 and statements of cash flows for the three months ended March 31, 2026 and 2025. Such adjustments are of a normal and recurring nature. The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2026.

12

Table of Contents

Liquidity
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 condensed consolidated financial statements are issued. As of March 31, 2026, the Company had cash and cash equivalents of $6,689 and ZEC treasury holdings categorized as a digital asset receivable valued at $73,849. Additionally, the Company had an accumulated deficit of $539,715 at March 31, 2026 and during the three months ended March 31, 2026, the Company incurred a net loss of $77,166. The Company expects to continue to generate operating losses for the foreseeable future. 
The Company believes that its cash and cash equivalents of $6,689 as of March 31, 2026 together with its ability to raise additional capital from the $200,000 Sales Agreement with Cantor, will be sufficient to fund its operating expenses for at least the next 12 months from issuance of these financial statements.
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.
2. Summary of Significant Accounting Policies
Principles of Consolidation
The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions are eliminated upon consolidation.
Use of Estimates
The presentation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents. 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 $101,000 as of March 31, 2026.

13

Table of Contents

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 three months ended March 31, 2026, the Company recorded an unrealized loss on change in fair value of embedded derivative of ($77,555).
As digital assets receivable is collectible on demand, it’s classified as a current asset on the Company’s consolidated balance sheet. As of March 31, 2026, the Company had digital assets receivable of $73,849.
Research and Development Expense
Research and development costs are expensed as incurred. Research and development expenses include personnel costs associated with research and development activities, including noncash share-based compensation and costs for third-party contractors to perform research, conduct clinical trials and manufacture drug supplies and materials. The Company accrues costs incurred by external service providers, including contract research organizations and clinical investigators, based on its estimates of service performed and costs incurred. These estimates include the level of services performed by the third parties, patient enrollment in clinical trials, administrative costs incurred by the third parties, and other indicators of the services completed. Based on the timing of amounts invoiced by service providers, the Company may also record payments made to those providers as prepaid expenses that will be recognized as expenses in future periods as the related services are rendered.
Research and development incentive income and receivable
The Company recognizes other income from Australian research and development incentives when there is reasonable assurance that the income will be received, the relevant expenditure has been incurred, and the consideration can be reliably measured. The research and development incentive is one of the key elements of the Australian government’s support for Australia’s innovation system and is supported by legislative law primarily in the form of the Australian Income Tax Assessment Act 1997, as long as eligibility criteria are met.
Management has assessed the Company’s research and development activities and expenditures to determine which activities and expenditures are likely to be eligible under the research and development incentive regime described above. At each period end, management estimates the refundable tax offset available to the Company based on available information at the time.
Under the program, a percentage of eligible research and development expenses incurred by the Company through its subsidiary in Australia are reimbursed. The percentage was 43.5% for the year ended December 31, 2025 and for the three months ended March 31, 2026.
The research and development incentive receivable represents an amount due in connection with the above program. The Company recorded a research and development incentive receivable of $616 and $602 as of March 31, 2026 and December 31, 2025, respectively, in the condensed consolidated balance sheets. During the three months ended March 31, 2025, the Company recorded $55 of research and development incentive income. The Company did not record any Australian research and development incentives during the three months ended March 31, 2026.
The following table shows the change in the research and development incentive receivable from January 1, 2025 to March 31, 2026 (in thousands):
​

​

​

​

Balance at January 1, 2025
  ​ ​ ​
$
 704

Australian research and development incentives
​
 
 (157)

Foreign currency translation
​
 
 55

Balance at December 31, 2025
​
​
 602

Foreign currency translation
​
​
 14

Balance at March 31, 2026
​
$
 616

​

14

Table of Contents

Foreign Currency Translation
The financial statements of the Company’s Australian subsidiary are measured using the local currency as the functional currency. The assets and liabilities of this subsidiary are translated into U.S. dollars at an exchange rate as of the consolidated balance sheet date. Equity is translated at historical exchange rates. Revenues and expenses are translated into U.S. dollars at average rates of exchange in effect during the period. The resulting cumulative translation adjustments have been recorded as a separate component of stockholders’ equity. Realized and unrealized foreign currency transaction gains and losses are included in the results of operations.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to credit risk consist principally of cash and cash equivalents. All cash and cash equivalents are held in United States or Australian financial institutions and money market funds. At times, the Company may maintain cash balances in excess of the federally insured amount of $250 per depositor, per insured bank, for each account ownership category. Although the Company currently believes that the financial institutions with whom it does business will be able to fulfill their commitments to the Company, there is no assurance that those institutions will be able to continue to do so. The Company has not experienced any credit losses associated with its balances in such accounts for the year ended December 31, 2025 or for the three months ended March 31, 2026.
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 three months ended June 30, 2025, the Company incurred $4,527 of charges recorded within restructuring charges in the condensed consolidated statements of operations. The charges consisted primarily of one-time employee severance and benefit costs and stock-based compensation expense related to acceleration of vesting. During the three months ended March 31, 2026, the Company made cash payments of $694 against the severance accrual. As of March 31, 2026, $767 is accrued within accrued expenses for employee severance benefits.
Deferred Costs
The Company capitalizes certain legal, professional, accounting and other third-party fees that are directly associated with in-process equity financings as deferred costs until such financings are consummated. 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.
The Company recorded deferred offering costs of $385 and $401 as of March 31, 2026 and December 31, 2025, respectively, in the condensed consolidated balance sheets.
Deposits
As of March 31, 2026 and December 31, 2025, there were $33 and $662, 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, which were recorded in the condensed consolidated balance sheets.
Warrants
The Company will recognize on a prospective basis the value of the effect of the down round feature in the warrants to purchase shares of common stock that were issued in a private placement in March 2020 (the “March 2020 Coverage Warrants”) 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 earnings per share (“EPS”) calculation.

15

Table of Contents

Fair Value of Financial Instruments
Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:
●Level 1—Quoted prices in active markets for identical assets or liabilities.
●Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data.
●Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.

A summary of the assets carried at fair value in accordance with the hierarchy defined above is as follows (in thousands):
​
​

​

​

​

​

​

​

​

​

​

​

​

​

​
  ​ ​ ​
Total
  ​ ​ ​
Level 1
  ​ ​ ​
Level 2
  ​ ​ ​
Level 3

March 31, 2026
​
​
​
​
​
​
​
​
​
​
​
​

Assets:
​
​
​
​
​
​
​
​
​
​
​
​

Cash equivalents
​
$
 4,870
​
$
 4,870
​
$
 —
​
$
 —

Digital assets receivable
​
$
 73,849
​
$
 73,849
​
$
 —
​
​
 —

Total assets
​
$
 78,719
​
$
 78,719
​
$
 —
​
$
 —

​
​
​
​
​
​
​
​
​
​
​
​
​

December 31, 2025
​
​
​
​
​
​
​
​
​
​
​
​

Assets:
​
​
​
​
​
​
​
​
​
​
​
​

Cash equivalents
​
$
 10,777
​
$
 10,777
​
$
 —
​
$
 —

Digital assets receivable
​
$
 147,404
​
$
 147,404
​
​
 —
​
​
 —

Total assets
​
$
 158,181
​
$
 158,181
​
$
 —
​
$
 —

​
Cash equivalents of $4,870 and $10,777 as of March 31, 2026 and December 31, 2025, 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 are 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. 
Leases
The Company accounts for leases in accordance with Accounting Standards Codification, or ASC, Topic 842, Leases.
At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present. Most 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. 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. The Company has determined that the rate implicit in the lease is not determinable and the Company does not have borrowings with similar terms and 

16

Table of Contents

collateral. Therefore, the Company considered a variety of factors, including observable debt yields from comparable companies and the volatility in the debt market for securities with similar terms, in determining that 8% was reasonable to use as the incremental borrowing rate for purposes of the calculation of lease liabilities.
In accordance with the guidance in Topic 842, components of a lease should be split into three categories: lease components (e.g., land, building, etc.), non-lease components (e.g., common area