SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Mirabelli Christopher

(Last)

(First)

(Middle)

C/O CYPHERPUNK TECHNOLOGIES INC.

47 THORNDIKE STREET SUITE B1-1

(Street)

CAMBRIDGE

02141

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CYPHERPUNK TECHNOLOGIES INC. [ CYPH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/17/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/17/2025		S		261,840⁽¹⁾	D	$3.14⁽¹⁾	416,616⁽¹⁾	I	See footnotes⁽¹⁾⁽²⁾⁽⁴⁾
Common Stock	11/17/2025		S		414,479⁽²⁾⁽³⁾	D	$3.14⁽²⁾	2,136⁽²⁾⁽³⁾	I	See footnotes⁽²⁾⁽³⁾⁽⁴⁾
Common Stock								20,914	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On November 17, 2025, HCV VIII Liquidating Trust ("HCV Liquidating Trust") sold 261,840 shares of the Issuer's common stock at a price of $3.14 per share as a part of a liquidating distribution in connection with the wind up and liquidation of the entity. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.40 to $3.40. The reporting person undertakes to provide to the Issuer, any security holders of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in this Form 4.

2. On November 17, 2025, HealthCare Ventures IX, L.P. ("HCV IX") sold 414,479 shares of the Issuer's common stock at a price of $3.14 per share as a part of a liquidating distribution in connection with the wind up and liquidation of the entity. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.40 to $3.40. The reporting person undertakes to provide to the Issuer, any security holders of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in this Form 4.

3. Reflects a de minimis adjustment of one (1) share due to rounding.

4. The reporting person is a managing member of Nine Capital Partners and may be deemed to have beneficial ownership of such 2,136 shares of common stock held by Nine Capital Partners. The reporting person is a Managing Director of HCPIX LLC, which is the General Partner of HealthCare Partners IX, which is the General Partner of HCV IX and may be deemed to have had beneficial ownership of the 414,479 shares of Common Stock sold by HCV IX. The reporting person is a beneficiary of the HCV Liquidating Trust and may be deemed to have had beneficial ownership of the 261,840 shares of Common Stock sold by the HCV Liquidating Trust. The reporting person disclaims beneficial ownership of such shares of common stock held by Nine Capital Partners, and sold by each of HCV IX and the HCV Liquidating Trust, except to the extent of the reporting person's proportionate pecuniary interest therein.

	/s/ Douglas E. Onsi as Attorney-in-Fact for the reporting person	11/19/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Director Mirabelli Christopher sold $2,123,642 worth of shares (676,319 units at $3.14) (SEC Form 4)