What the changes say
- The company shifted its business strategy toward a digital asset treasury, heavily investing in ZEC.
- Operations now rely entirely on Gemini Space Sciences as the sole custodian for ZEC holdings.
- New regulatory and technological risks emerge regarding blockchain networks, quantum computing, and privacy coins.
What changed since the prior 10-K
New
- NewRisks Related to the Company’s Strategy and Industry
We have recently shifted a significant portion of our business strategy towards a focus on our digital asset treasury strategy, and we may be unable to successfully execute this new strategy
We shifted our business strategy to focus on a digital asset treasury, investing materially in ZEC without guaranteed success or regulatory clarity.
- NewRisks Related to the Company’s Strategy and Industry
ZEC is a highly volatile digital asset, and fluctuations in the price of ZEC may adversely influence our financial results and the market price of our listed securities
ZEC price volatility between $26.14 and $736.51 in 2025 creates material unrealized gains or losses in our financial results.
- NewRisks Related to the Company’s Strategy and Industry
We have limited experience in investing in and managing the ownership of digital assets, and we rely on an affiliate of Winklevoss Capital, Gemini Space Sciences LLC, for the trading execution and custody of our ZEC, and we will not have direct control over our digital assets held through such custodian
We rely exclusively on Gemini Space Sciences LLC for ZEC trading execution and custody within an omnibus wallet structure.
- NewRisks Related to the Company’s Strategy and Industry
Because of the pseudonymous nature of blockchain transactions, we may inadvertently and without knowledge, directly or indirectly, engage in transactions with or for the benefit of prohibited persons under U.S. or foreign sanctions laws
The pseudonymous nature of blockchain transactions risks inadvertent violations of OFAC and foreign sanctions laws.
- NewRisks Related to the Company’s Strategy and Industry
We face significant risks relating to disruptions, forks, 51% attacks, hacks, network disruptions, or other adverse events or other compromises to blockchain networks, which could materially and adversely impact our business, financial condition and results of operations
Blockchain networks are vulnerable to 51% attacks, hacks, forks, and technical disruptions that could impair digital asset values.
- NewRisks Related to the Company’s Strategy and Industry
We face risks relating to the potential compromise of the Zcash Network security by emerging technologies, including artificial intelligence and quantum computing, which may materially and adversely impact our operations and financial condition
Emerging technologies like artificial intelligence and quantum computing threaten the cryptographic security of the Zcash Network.
- NewRisks Related to the Company’s Strategy and Industry
ZEC and other digital assets are novel assets and are subject to significant legal, commercial, tax, technical and regulatory uncertainty, which could materially adversely affect our financial position, operations and prospects
ZEC faces strict legal uncertainty, including a 2027 EU ban on privacy-focused digital assets and anonymous wallets.
- NewRisks Related to the Company’s Strategy and Industry
The U.S. federal government, states, regulatory agencies, and foreign countries may also enact new laws and regulations, or pursue regulatory, legislative, enforcement or judicial actions, that could materially impact the price of ZEC or the ability of individuals or institutions such as us to own or transfer ZEC
Proposed legislation like the CLARITY Act of 2025 could grant the CFTC regulatory powers over spot digital assets.
- NewRisks Related to the Company’s Strategy and Industry
ZEC does not pay interest or dividends and our ability to generate a return on investment from our purchases of ZEC is dependent on an appreciation in value of ZEC
ZEC pays no interest or dividends, so our returns depend entirely on asset price appreciation.
- NewRisks Related to the Company’s Strategy and Industry
Digital asset holdings are less liquid than cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents
Our ZEC holdings are less liquid than cash and may not serve as reliable liquidity during market instability.
- NewRisks Related to the Company’s Strategy and Industry
The concentration of our ZEC holdings could enhance the risks inherent in our digital asset treasury strategy
Concentrating our treasury in ZEC lacks diversification and amplifies the impact of any price declines on our financial condition.
- NewRisks Related to the Company’s Strategy and Industry
The concentration of our expected digital asset holdings relative to non-digital assets enhances the risks inherent in our digital asset treasury strategy
ZEC is expected to comprise a significant portion of our total assets, heightening financial exposure.
- NewRisks Related to the Company’s Strategy and Industry
If we are unable to raise additional capital on acceptable terms, our ability to implement and sustain a digital asset treasury strategy may be compromised
- NewRisks Related to the Company’s Strategy and Industry
Our ability to time the price of our purchases of ZEC pursuant to our digital asset treasury strategy will be limited
- NewRisks Related to the Company’s Strategy and Industry
A significant decrease in the market value of our digital asset holdings could adversely affect our ability to satisfy financial obligations, including any debt financings
- NewRisks Related to the Company’s Strategy and Industry
Our common stock may trade at a substantial premium or discount to the value of ZEC we hold, and our stock price may be more volatile than the price of ZEC
- NewRisks Related to the Company’s Strategy and Industry
Our ZEC treasury strategy subjects us to enhanced regulatory oversight
- NewRisks Related to the Company’s Strategy and Industry
Regulatory change reclassifying ZEC as a security could lead to our falling within the definition of “investment company” under the Investment Company Act and could adversely affect the market price of ZEC and the market price of our common stock
- NewRisks Related to the Company’s Strategy and Industry
We may be deemed to be a “commodity pool” under CEA and CFTC Rules as a result of our commodity interest trading, which could have a material adverse effect on our business, financial condition and results of operations
- NewRisks Related to the Company’s Strategy and Industry
We are not subject to legal and regulatory obligations that apply to investment companies such as mutual funds and ETPs, or to obligations applicable to investment advisers
- NewRisks Related to the Company’s Strategy and Industry
Changes in regulatory interpretations could require us to register as a money services business or money transmitter, leading to increased compliance costs or operational shutdowns
- NewRisks Related to the Company’s Strategy and Industry
The availability of spot ETPs for digital assets may adversely affect the demand for our common stock, which could result in a decrease in the market price of our listed securities
- NewRisks Related to the Company’s Strategy and Industry
Although we currently are not considered to be a “controlled company” under Nasdaq corporate governance rules, we may in the future become a controlled company due to the concentration of voting power among Winklevoss Capital and their affiliates
- NewRisks Related to Leap
The time required to obtain approval for a new therapeutic from the FDA and comparable foreign authorities is unpredictable but typically takes many years following the commencement of clinical trials and depends upon numerous factors, including the substantial discretion of such regulatory authorities
- NewRisks Related to our Common Stock
If we fail to maintain an effective system of disclosure controls and internal controls over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be adversely affected
Dropped
- DroppedRisks Related to Leap’s Financial Position and Capital Needs
We have incurred significant losses since our inception and anticipate that we will continue to incur losses in the future
Incurred significant historical losses as a clinical-stage biopharmaceutical company developing sirexatamab.
- DroppedRisks Related to Leap’s Financial Position and Capital Needs
As a result, we have not been profitable to date and have incurred losses in every reporting period since our inception in 2011. For the year ended December 31, 2024, we reported a net loss of $67.6 million and had an accumulated deficit of $467.4 million at December 31, 2024
Reported a net loss of $67.6 million and accumulated deficit of $467.4 million at end of 2024.
- DroppedRisks Related to Our Business and Industry
commercialization of that product candidate. Any of these scenarios could compromise the commercial prospects for our product candidates
- DroppedRisks Related to Our Business and Industry
If we experience delays or difficulties in the enrollment of patients in clinical trials, our receipt of clinical data and necessary regulatory approvals could be delayed or prevented
- DroppedRisks Related to Our Business and Industry
Our inability to enroll and maintain a sufficient number of patients for our clinical trials would result in significant delays and could require us to abandon one or more clinical trials altogether
- DroppedRisks Related to Our Business and Industry
Interim, “top-line” or preliminary data from studies or trials announced or published from time to time may change as more data become available and are subject to audit and verification procedures that could result in material changes in the final data
Delays or failures in product approval compromise commercial prospects.
- DroppedRisks Related to Our Business and Industry
The FDA may determine that any of our current or future product candidates have undesirable side effects that could delay or prevent their regulatory approval or commercialization
Delays or difficulties in patient enrollment for clinical trials.
- DroppedRisks Related to the Development and Commercialization of Our Product Candidates
Our clinical development program was restructured following the results of the data received for our gastric cancer program, and we cannot guarantee that our redirected focus on colorectal cancer and FL-501 will be successful
Inability to enroll sufficient patients results in development delays or trial abandonment.
- DroppedRisks Related to the Development and Commercialization of Our Product Candidates
growth and differentiation factor 15 (GDF-15) protein. This strategic realignment represents a significant change in our clinical development pipeline and priorities
Top-line or preliminary clinical data may change following audit and verification.
- DroppedRisks Related to the Development and Commercialization of Our Product Candidates
Our future success is heavily dependent on the success of sirexatamab
FDA may determine product candidates have undesirable side effects.
- DroppedRisks Related to Our Dependence on Third Parties
We depend on information technology and a failure of, or significant disruption to, those systems could have a material adverse effect on our business and operations
Restructured clinical development following negative gastric cancer results for sirexatamab.
- DroppedRisks Related to Legal and Compliance Matters
If we fail to comply with federal and state healthcare laws, including fraud and abuse and health and other information privacy and security laws, we could face substantial penalties and our business, financial condition, results of operations, and prospects could be adversely affected
Strategic realignment of GDF-15 protein and colorectal cancer pipeline.
- DroppedRisks Related to Our Intellectual Property
of a therapeutic antibody and not limited by an amino acid sequence, we cannot be certain that we will be able to successfully enforce those patents against our competitors with antibodies to these targets
- DroppedRisks Related to our Common Stock
Our business is subject to changing regulations for corporate governance and public disclosure that has increased both our costs and the risk of noncompliance
Future success is heavily dependent on the success of sirexatamab.
Reworded
- 89% rewrittenRisks Related to Leap
We may acquire other assets, form collaborations or make investments in other companies or technologies, that could harm our operating results, dilute our stockholders’ ownership, or cause us to incur significant expense
Added specific reference to Leap's business strategy regarding asset acquisitions and collaborations.
- 82% rewrittenRisks Related to Leap
Clinical testing is expensive and can take many years to complete, and its outcome is inherently uncertain. Failure can occur at any time during the clinical trial process
Removed specific trial details for sirexatamab and added risks regarding safety and efficacy failure in later stages.
- 72% rewrittenRisks Related to our Common Stock
Our failure to maintain compliance with Nasdaq’s continued listing requirements could result in the delisting of our Common Stock
Updated Nasdaq non-compliance notice date to March 4, 2026, and extended compliance deadline to August 31, 2026.
- 52% rewrittenRisks Related to our Common Stock
Sales of a substantial number of shares of our common stock in the public market by our stockholders could cause our stock price to fall
Added figures for October 2025 private placement of common stock, pre-funded warrants, common warrants, and ATM sales.
- 50% rewrittenRisks Related to Leap
We have a history of losses, have no source of product revenue, and may never become profitable
Added specific reference to the biotechnology research and development business conducted by Leap.
Was: We currently have no source of product revenue and may never become profitable
- 30% rewrittenRisks Related to Leap
If we are unable to protect our intellectual property rights or if our intellectual property rights are inadequate to protect our technology and product candidates, our competitive position could be harmed
Retained core intellectual property protection risks with minor phrasing adjustments.
- 26% rewrittenRisks Related to Leap
Raising additional capital may cause dilution to our existing stockholders, restrict our operations or require us to relinquish rights to our product candidates
Specified that Leap expects to seek additional capital through various offerings and arrangements.
All 37 risk factors
Headings as the filing states them, in filing order.
Risks Related to the Company’s Strategy and Industry
- 01We have recently shifted a significant portion of our business strategy towards a focus on our digital asset treasury strategy, and we may be unable to successfully execute this new strategyNew
- 02ZEC is a highly volatile digital asset, and fluctuations in the price of ZEC may adversely influence our financial results and the market price of our listed securitiesNew
- 03We have limited experience in investing in and managing the ownership of digital assets, and we rely on an affiliate of Winklevoss Capital, Gemini Space Sciences LLC, for the trading execution and custody of our ZEC, and we will not have direct control over our digital assets held through such custodianNew
- 04Because of the pseudonymous nature of blockchain transactions, we may inadvertently and without knowledge, directly or indirectly, engage in transactions with or for the benefit of prohibited persons under U.S. or foreign sanctions lawsNew
- 05We face significant risks relating to disruptions, forks, 51% attacks, hacks, network disruptions, or other adverse events or other compromises to blockchain networks, which could materially and adversely impact our business, financial condition and results of operationsNew
- 06We face risks relating to the potential compromise of the Zcash Network security by emerging technologies, including artificial intelligence and quantum computing, which may materially and adversely impact our operations and financial conditionNew
- 07ZEC and other digital assets are novel assets and are subject to significant legal, commercial, tax, technical and regulatory uncertainty, which could materially adversely affect our financial position, operations and prospectsNew
- 08The U.S. federal government, states, regulatory agencies, and foreign countries may also enact new laws and regulations, or pursue regulatory, legislative, enforcement or judicial actions, that could materially impact the price of ZEC or the ability of individuals or institutions such as us to own or transfer ZECNew
- 09ZEC does not pay interest or dividends and our ability to generate a return on investment from our purchases of ZEC is dependent on an appreciation in value of ZECNew
- 10Digital asset holdings are less liquid than cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalentsNew
- 11The concentration of our ZEC holdings could enhance the risks inherent in our digital asset treasury strategyNew
- 12The concentration of our expected digital asset holdings relative to non-digital assets enhances the risks inherent in our digital asset treasury strategyNew
- 13If we are unable to raise additional capital on acceptable terms, our ability to implement and sustain a digital asset treasury strategy may be compromisedNew
- 14Our ability to time the price of our purchases of ZEC pursuant to our digital asset treasury strategy will be limitedNew
- 15A significant decrease in the market value of our digital asset holdings could adversely affect our ability to satisfy financial obligations, including any debt financingsNew
- 16Our common stock may trade at a substantial premium or discount to the value of ZEC we hold, and our stock price may be more volatile than the price of ZECNew
- 17Our ZEC treasury strategy subjects us to enhanced regulatory oversightNew
- 18Regulatory change reclassifying ZEC as a security could lead to our falling within the definition of “investment company” under the Investment Company Act and could adversely affect the market price of ZEC and the market price of our common stockNew
- 19We may be deemed to be a “commodity pool” under CEA and CFTC Rules as a result of our commodity interest trading, which could have a material adverse effect on our business, financial condition and results of operationsNew
- 20We are not subject to legal and regulatory obligations that apply to investment companies such as mutual funds and ETPs, or to obligations applicable to investment advisersNew
- 21Changes in regulatory interpretations could require us to register as a money services business or money transmitter, leading to increased compliance costs or operational shutdownsNew
- 22The availability of spot ETPs for digital assets may adversely affect the demand for our common stock, which could result in a decrease in the market price of our listed securitiesNew
- 23Although we currently are not considered to be a “controlled company” under Nasdaq corporate governance rules, we may in the future become a controlled company due to the concentration of voting power among Winklevoss Capital and their affiliatesNew
Risks Related to Leap
- 24We have a history of losses, have no source of product revenue, and may never become profitable50% rewritten
- 25Raising additional capital may cause dilution to our existing stockholders, restrict our operations or require us to relinquish rights to our product candidates26% rewritten
- 26Clinical testing is expensive and can take many years to complete, and its outcome is inherently uncertain. Failure can occur at any time during the clinical trial process82% rewritten
- 27The time required to obtain approval for a new therapeutic from the FDA and comparable foreign authorities is unpredictable but typically takes many years following the commencement of clinical trials and depends upon numerous factors, including the substantial discretion of such regulatory authoritiesNew
- 28The therapeutic safety and efficacy of sirexatamab is unproven, and we may not be able to successfully develop and commercialize any of our products
- 29We face substantial competition from much larger competitors, which may result in others discovering, developing or commercializing products before, or more successfully than, we do
- 30We may acquire other assets, form collaborations or make investments in other companies or technologies, that could harm our operating results, dilute our stockholders’ ownership, or cause us to incur significant expense89% rewritten
- 31If we are unable to protect our intellectual property rights or if our intellectual property rights are inadequate to protect our technology and product candidates, our competitive position could be harmed30% rewritten
Risks Related to our Common Stock
- 32Our share price has been low and volatile. If our share price continues to be low and volatile, we could be subject to securities class action litigation and our stockholders could incur substantial losses
- 33We are a “smaller reporting company,” and we take advantage of reduced disclosure and governance requirements applicable to smaller reporting companies, which could result in our common stock being less attractive to investors
- 34If we fail to maintain an effective system of disclosure controls and internal controls over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be adversely affectedNew
- 35Sales of a substantial number of shares of our common stock in the public market by our stockholders could cause our stock price to fall52% rewritten
- 36Because we do not anticipate paying any cash dividends on our capital stock in the foreseeable future, capital appreciation, if any, will be your sole source of gain
- 37Our failure to maintain compliance with Nasdaq’s continued listing requirements could result in the delisting of our Common Stock72% rewritten
Other Cypherpunk Technologies 10-Ks
- FY2024 10-K risk factors26 risks
Clinical-stage biopharmaceutical risks dominated by heavy reliance on lead product candidate sirexatamab and strategic realignment to colorectal cancer.
Filed Mar 26, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.