Cypherpunk Technologies Inc. (CYPH) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. I'm Douglas Onsi, Chief Executive Officer and President of Cypherpunk Technologies, Inc. It is my pleasure to welcome all of you to our virtual annual meeting. It is 11:00 on June 18, 2026, and in accordance with the notice of the Annual Meeting of Stockholders, a call to order this Annual Meeting of Stockholders of Cypherpunk. On the virtual meeting platform, each stockholder has been granted access to an agenda and rules of conduct for the meeting. We will conduct the meeting in accordance with the agenda and rules of conduct. The items of business before the meeting are: the proposed election of 2 Class III directors nominated by our Board of Directors, Will McEvoy and Nissim Mashiach, each to serve for a term ending in 2029 or until his successor has been duly elected and qualified. A proposal to approve an advisory vote on executive compensation paid to our named executive officers; and a proposal to ratify the appointment of EisnerAmper LLP, an independent registered public accounting firm, as our independent auditors for the year ending December 31, 2026. These items are more fully described in our notice of Annual Meeting of Stockholders and proxy statement, copies of which have been made available to all stockholders. Before proceeding to the business of the meeting, I would like to introduce our Chairman of the Board of Directors, Khing Oei. Also present are Julio Vega and Tom Turgen, each of Morgan, Lewis & Bockius LLP, outside counsel to the company; and Anagois -- from Continental Stock TransTrust Company, the company's Inspector of Election will be assisting in the tabulation of proxies and ballots. We received the oath of the Inspector of Election. The oath shall be filed with the minutes of the meeting. Having conferred with the Inspector of Election, I will now report on the delivery of the notice of this meeting and the presence of a quorum. A copy of the Notice of Annual Meeting of Stockholders dated April 28, 2026, concerning the matters to be considered and acted upon at the meeting and a copy of the proxy statement, proxy card and annual report to stockholders for the fiscal year ended December 31, 2025, were made available electronically or by mail to each stockholder of record at the close of business on April 29, 2026, the date fixed by the Board of Directors as the record date for this meeting on or about May 9, 2026. An affidavit of distribution to that effect executed by an officer of Continental Stock Transfer and Trust Company will be filed with the minutes of the meeting. The Inspector of Election also has at the meeting a list of the holders of record of the outstanding shares of common stock of the company which list is certified by an officer of Continental Stock Transfer and Trust Company, arranged an alphabetical order listing each stockholder of record at the close of business April 29, 2026, the date fixed by the Board of Directors as the record date for the meeting. The affidavit of distribution will be filed with the minutes of this meeting, and the list of stockholders is available for inspection via the web portal. Based on information from the Inspector of Election, we believe that immediately prior to the consent of this meeting, 53,334,226 shares of the company's common stock are represented in person or by proxy and entitled to vote at this meeting. This is 53.797% of the total number of shares of the company's common stock issued and outstanding on April 29, 2026, the record date for purposes of determining the shares of the company's common stock entitled to vote at this meeting. We, therefore, deem there to be a quorum present, subject to certification aspect. On behalf of the Board of Directors of the company, I would like to express my appreciation to all stockholders who return their proxies. I would also like to point out that most of you will return the proxies solicited by the company, whether by mail, Internet or by phone, authorize the persons named in the proxy, including myself, to vote on all proposals coming before the meeting. You may also vote during the annual meeting by clicking on the voting button on the web portal. Please note that if you vote electronically at this meeting and have previously submitted a proxy, including over the Internet or by phone prior to this meeting, the electronic vote you submit at this meeting will revoke and supersede any proxy you previously submitted. Therefore, you should not vote electronically at this meeting if you previously submitted a proxy that you do not intend to revoke. If you previously submitted a proxy, included by Internet or by the phone, the company urges you to allow your proxy to stand up.

The chair will deem the following matters to be properly before this meeting. The proposed election of 2 Class III directors nominated by Board of Directors, Will McEvoy and Nissim Mashiach, each to serve for a term ending in 2029 or until a successor has been duly elected and qualified. The proposal to approve an advisory role on executive compensation paid to our named executive officers, the proposal to ratify the appointment of EisnerAmper LLP, an independent registered public accounting firm as our independent auditors for the year ending December 31, 2026. If any stockholder would like to ask a question or make a comment regarding any proposals, please submit your question or comment through the web portal. Please note that participation is limited to stockholders of record and their proxies and questions will not be answered during the meeting. It is now 11:05 a.m. and I declare the polls open for voting.

Any stockholder who hasn't yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Stockholders who sent in proxies or voted via telephone or Internet prior to the meeting and who do not want to change their votes do not need to take any further action. The polls are now closed. Will the inspector of election please give her report concerning the votes upon the election of directors and the aforesaid proposals?

Ladies and gentlemen, the report of the inspector of election indicates that the following numbers of the votes cast by or on behalf of the holders of the common stock have been voted as follows: at least 24,927,307 shares have voted for the election of Will McEvoy as a Class II director as set forth in the proxy statement. At least 22,174,332 shares have voted for the election of Nissim Mashiach as a Class II director as set forth in the proxy statement. 20,681,997 shares have voted for the proposal to approve the compensation of the named executive officers. 51,710,093 shares have voted for the proposal to ratify the appointment of EisnerAmper LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026.

Will the Inspector of Election, please execute her report as to the total number of votes cast on each of the matters considered at the meeting. The report shall be filed with the minutes of the meeting. Is there any further business to come before the meeting? If there is any further business to come before the meeting, please submit your questions or comments via the web portal. If there is no further business, the legal portion of the meeting is now adjourned. Following this meeting, our Inspector of Election will complete the count of the proxies and ballots. As required by law, we will file preliminary results based on the inspector of election report received with full business case. We anticipate the Inspector of Election's final certified report of the voting results will be available within a week or 2. As there is no further business to come before this meeting, I declare the meeting adjourned. Our formal business has been concluded, and I thank all of you for joining us today and for your support of Cypherpunk.