Cypherpunk Technologies Inc. (CYPH)
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AGM 2025

Dec 15, 2025

Douglas Onsi
President and CEO, Leap Therapeutics Inc

Good morning, ladies and gentlemen. I'm Douglas Onsi, President and Chief Executive Officer of Cypherpunk Technologies, Inc., formerly Leap Therapeutics, Inc., and it is my pleasure to welcome all of you to our virtual special meeting. It is 11:00 A.M. on December 15, 2025, and in accordance with the Notice of Special Meeting of Stockholders, I call to order the Special Meeting of Stockholders of Cypherpunk Technologies. 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. Any questions posed will be addressed following the conclusion of the meeting.

The items of business before the meeting are: a proposal to amend the company's certificate of incorporation to increase the total number of shares that the company may issue from 250 million shares to 500 million shares, of which 490 million shall be designated as common stock, a proposal to authorize our board to amend the company's certificate of incorporation to effect a reverse stock split at a ratio within a range of 1:5 up to 1:20, which the board may choose to effect within one year of this special meeting in its discretion, a proposal to adopt a new 2025 Equity Incentive Plan, a proposal to permit the company, for the purpose of complying with Nasdaq listing rules, to issue shares in excess of 19.99% of the company's outstanding common stock upon the exercise of certain warrants issued to purchasers in the October 6, 2025, private placement, which issuance, if it were to occur, would be considered a change of control under Nasdaq rules, which we refer to as the private placement issuance proposal, and a proposal to adjourn the special meeting if a quorum is present but there are not sufficient votes to approve the proposals so that the board may solicit additional proxies.

These items are more fully described in our Notice of Special 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 Margaret Lloyd from Continental Stock Transfer and Trust Company, the company's Inspector of Elections, who will be assisting in the tabulation of proxies and ballots, and Julio Vega of Morgan, Lewis & Bockius LLP, outside counsel for the company. As Chief Executive Officer, President, and Secretary of the Company, I will act as Chair and Secretary of the Meeting. Margaret Lloyd has been appointed to serve as Inspector of Elections for the meeting. We have 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 the Meeting and the presence of a quorum, a copy of the Notice of Special Meeting of Stockholders dated November 3rd, 2025, concerning the matters to be considered and acted upon at the meeting, and a copy of the proxy statement, proxy card, and annual report of stockholders for the fiscal year ended December 31st, 2024, were made available electronically or by mail to each stockholder of record at the close of business on October 24th, 2025, the date fixed by the Board of Directors as the record date for this meeting, on or about November 5th, 2025. An affidavit of mailing to that effect, executed by an officer of Continental Stock Transfer & Trust Company, will be filed with the minutes of the meeting.

The Inspector of Election also has at the meeting a list of holders of record of the outstanding shares of common stock of the company, which list is certified by an officer of Continental Stock Transfer & Trust Company, arranged in alphabetical order, listing each stockholder of record at the close of business on October 24th, 2025, the date fixed by the Board of Directors as the record date for this meeting. The affidavit of mailing 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 commencement of the meeting, 41,941,251 shares of the company's common stock are represented in person or by proxy and entitled to vote at this meeting.

This represents 74% of the total number of shares of the company's common stock issued and outstanding on October 24th, 2025, the record date for the purpose of determining the shares of the company's common stock entitled to vote at the meeting. We believe we therefore deem there to be a quorum present, subject to certification by the Inspector of Election. 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 return the proxies solicited by the company, whether by mail, by internet, or by phone, authorized the persons named in the proxy, including myself, to vote on all proposals coming before the meeting. You may also vote during this virtual special 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 the meeting, the electronic vote you submit at the meeting today 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, including by internet or by phone, the company urges you to allow your proxy to stand.

The Chair will deem the following matters to be properly before this meeting: a proposal to amend the company's certificate of incorporation to increase the total number of shares that the company may issue from 250 million shares to 500 million shares, of which 490 million shall be designated as common stock. A proposal to authorize our board to amend the company's certificate of incorporation to effect a reverse stock split at a ratio within a range of 1:5 up to 1:20, which the board may choose to effect within one year of this special meeting in its discretion. A proposal to adopt a new 2025 equity incentive plan. A proposal to commit the company for the purpose of complying with Nasdaq listing rules to issue shares in excess of 19.99% of the company's outstanding common stock upon the exercise of certain warrants issued to purchasers in the October 6, 2025, private placement, which issuance, if it were to occur, would be considered a change of control under Nasdaq rules. A proposal to adjourn the special meeting if a quorum is present but there are not sufficient votes to approve the proposals so that the board may solicit additional proxies.

If any stockholder would like to ask a question or make a comment regarding any of the 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 meetings. It is now 11:07 A.M., and I declare the polls open for voting. The polls are now open. 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 send in proxies or voted by 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 Elections please give her report concerning the votes on the aforementioned proposals?

Margaret Lloyd
Inspector of Elections, Continental Stock Transfer and Trust Company

The report, ladies and gentlemen, the report of the Inspector of Election indicates that the following numbers of votes cast by or on behalf of the holders of common stock have been voted as follows: 29,990,907 shares voted for the proposal to approve the authorized share increase. 36,314,800,314 million, I'm sorry, 36,314,864 shares voted for the proposal to approve the reverse split. 28,765,316 shares voted for the proposal to approve the 2025 equity incentive plan. 17,403 shares. 403,379 shares voted for the proposal to approve the private placement issue. 35,080,571 shares voted for the proposal to adjourn the special meeting.

Douglas Onsi
President and CEO, Leap Therapeutics Inc

Thank you. Will the Inspector of Election please execute her report as to the total number of votes cast on each of the matters considered at this 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 this meeting is now adjourned.

Following the meeting, our Inspector of Election will complete the count of the proxies and ballots. As required by law, we will file the preliminary results based on the Inspector of Election's report with the SEC within four business days. We anticipate that the Inspector of Election's final certified report of the voting results will be available within a week or two. 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 you all for coming today.

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