CYPHERPUNK TECHNOLOGIES INC. Stock Compensation Disclosure
9. Stock-Based Compensation
Equity Incentive Plans
On January 20, 2017, the Company’s stockholders approved the 2016 Equity Incentive Plan (the “2016 Plan”). Beginning on January 1, 2018, the number of shares of common stock authorized for issuance pursuant to the 2016 Plan was increased each January 1 by an amount equal to four percent (4%) of the Company’s outstanding common stock as of the end of the immediately preceding calendar year or such other amount as determined by the compensation committee of the Company’s board of directors.
On June 16, 2022, the Company’s stockholders approved the 2022 Equity Incentive Plan (the “2022 Plan”), which provided for a total of 750,000 new shares of the Company’s common stock to be granted. In addition, on June 16, 2023, and July 2, 2024, stockholders approved new shares of the Company’s common stock to be added to the 2022 Plan for future issuance of 2,250,000 and 2,000,000, respectively.
As of December 31, 2024, there were 986,563 shares available for grant under the Company’s Equity Incentive Plans.
A summary of stock option activity under the Company’s Equity Incentive Plans is as follows:
Weighted | ||||||||||
|
| Average |
| Weighted |
| Aggregate | ||||
| Exercise Price |
| Average Remaining |
| Intrinsic | |||||
Options |
| Per Share | Life in Years | Value | ||||||
Outstanding at December 31, 2022 | 1,191,715 | $ | 35.94 | 7.47 | $ | 7,673 | ||||
Granted |
| 2,393,500 | $ | 2.67 |
|
|
| |||
Forfeited | (200,849) | $ | 9.73 | |||||||
Outstanding at December 31, 2023 |
| 3,384,366 | $ | 13.97 |
| 8.40 | $ | 3,431 | ||
Granted |
| 3,460,000 | $ | 2.57 |
|
|
| |||
Exercised |
| (34,698) | $ | 2.68 |
| |||||
Forfeited | (392,924) | $ | 4.98 | |||||||
Outstanding at December 31, 2024 | 6,416,744 | $ | 8.43 | 8.43 | $ | 1,937 | ||||
Options exercisable at December 31, 2024 |
| 2,844,056 | $ | 15.53 |
| 7.43 | ||||
Options vested and expected to vest at December 31, 2024 |
| 6,416,744 | $ | 8.43 |
| 8.43 | $ | 1,937 | ||
The grant date fair value of the options granted during the years ended December 31, 2024 and 2023 was estimated at the date of grant using the Black-Scholes option valuation model. The expected life was estimated using the “simplified” method as defined by the SEC’s Staff Accounting Bulletin 107, Share-Based Payment. The expected volatility was based on the historical volatility of the Company. The risk-free interest rate was based on the continuous rates provided by the U.S. Treasury with a term approximating the expected life of the option. The expected dividend yield was 0% because the Company does not expect to pay any dividends for the foreseeable future. The Company elected the straight-line attribution method in recognizing the grant date fair value of options issued over the requisite service periods of the awards, which are generally the vesting periods.
The weighted average grant date fair value for the stock options granted during the years ended December 31, 2024 and 2023 was $2.04 and $2.07 per share, respectively.
The assumptions that the Company used to determine the grant-date fair value of stock options granted to employees and directors during the years ended December 31, 2024 and 2023 were as follows, presented on a weighted average basis:
Year Ended December 31, | |||||
| 2024 |
| 2023 | ||
Expected volatility |
| 93.92 | % | 90.44 | % |
Weighted average risk-free interest rate |
| 3.82 | % | 4.05 | % |
Expected dividend yield | 0.00 | % | 0.00 | % | |
Expected term (in years) | 6.46 | 6.49 | |||
Stock options generally vest over a or four year period, as determined by the compensation committee of the board of directors at the time of grant. The options expire ten years from the grant date. As of December 31, 2024, there was approximately $7,527 of unrecognized compensation cost related to non-vested stock options, which is expected to be recognized over a remaining weighted-average period of approximately 2.07 years.
Restricted Stock Units
The Company did not grant any RSUs during the year ended December 31, 2024 and 2023.
The following table presents RSU activity under the 2016 Plan as of December 31, 2024:
| Weighted | ||||
| Number of |
| Average Grant | ||
| Shares |
| Date Fair Value | ||
Outstanding at December 31, 2022 |
| 358,560 | $ | 18.90 | |
Vested | (66,060) | $ | 14.20 | ||
Forfeited | (30,000) | $ | 19.40 | ||
Outstanding at December 31, 2023 | 262,500 | $ | 19.97 | ||
Vested | (27,500) | $ | 25.70 | ||
Forfeited |
| (15,000) | $ | 17.80 | |
Outstanding at December 31, 2024 |
| 220,000 | $ | 19.40 | |
As of December 31, 2024, there were 220,000 shares outstanding covered by RSUs that were vested and expected to vest with a weighted average grant date fair value of $19.40 per share and an aggregate grant date fair value of $4,268. As of December 31, 2024, there was approximately $121 of unrecognized compensation costs related to RSUs granted to employees, which are expected to be recognized as expense over a remaining weighted average period of 0.1 years.
The Company recognized stock-based compensation expense related to the issuance of stock option awards and RSUs to employees and non-employees in the consolidated statements of operations during the years ended December 31, 2024 and 2023 as follows:
Stock Based Compensation Expense
Year Ended | ||||||
December 31, | ||||||
|
| 2024 |
| 2023 | ||
Research and development |
| $ | 2,855 | $ | 2,647 | |
General and administrative |
| 2,649 |
| 2,481 | ||
Total | $ | 5,504 | $ | 5,128 | ||
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.