Welcome to our dedicated page for Cyclerion Therapeutics SEC filings (Ticker: CYCN), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Cyclerion Therapeutics filings document material-event disclosures for a clinical-stage biopharmaceutical company developing neuropsychiatric therapeutics. Recent Form 8-K filings cover CYC-126 development updates, a clinical advisory board, and material agreements tied to technology for neuropsychiatric disorders and anesthetic delivery systems.
The company’s SEC records also describe its common stock listing under CYCN, shareholder voting results, director elections, auditor ratification, executive-compensation votes, governance matters, and exhibit-based press-release disclosures. The filings provide formal records of Cyclerion’s licensing arrangements, collaboration rights, capital structure, and transition from legacy sGC stimulator assets toward a neuropsychiatric pipeline.
Cyclerion Therapeutics, Inc. reported cash and cash equivalents of $1.391 million and total assets of $6.93 million as of June 30, 2026, with stockholders’ equity of $5.087 million. For the first half of 2026 it generated no revenue and recorded a net loss of $4.932 million, versus $1.753 million a year earlier.
The company has concluded that substantial doubt exists about its ability to continue as a going concern, expecting existing cash to fund operations only until the anticipated closing of its planned merger with Korsana Biosciences. The merger would make Korsana’s neurodegeneration portfolio the primary business, supported by a concurrent Korsana financing of approximately $380.0 million.
Pre-merger Cyclerion shareholders are expected to receive contingent value rights tied to potential monetization of legacy assets, including the praliciguat license with Akebia and the Tisento equity stake. Research and development spending has been curtailed, and efforts on the treatment-resistant depression program have been suspended due to cash constraints.
Cyclerion Therapeutics, Inc. and Korsana Biosciences, Inc. describe progress on their proposed reverse merger and major leadership additions at Korsana. Korsana appoints Matthew Leoni, M.D., as Chief Medical Officer, Gan Wei, Ph.D., as Chief Technical Officer, and Heidi Henson to its Board as Chair of the Audit Committee.
The companies continue to expect the merger to close in the third quarter of 2026, after which the combined company plans to operate as Korsana Biosciences, Inc. and trade on Nasdaq under ticker “KRSA.” Korsana is advancing KRSA-028, a THETA™-enabled therapeutic candidate for Alzheimer’s disease, with Phase 1 healthy volunteer data expected in mid-2027 and interim proof-of-concept data on amyloid plaque clearance anticipated by late 2027 or early 2028.
The communication emphasizes that a Form S-4 registration statement containing a proxy statement/prospectus has been filed for the transaction and urges Cyclerion investors and stockholders to read it and related SEC filings, while clarifying that this communication is not an offer or solicitation for any securities.
Cyclerion Therapeutics, Inc. plans to merge with Korsana Biosciences, Inc., issuing more than 20% of its existing common stock (plus Series B preferred) to Korsana securityholders as merger consideration, subject to shareholder approvals and other closing conditions. The combined company will be renamed Korsana Biosciences, Inc., with an operating subsidiary named Korsana Biosciences Operating Company, LLC, and is expected to trade on Nasdaq under the symbol “KRSA” after the merger.
Based on a June 30, 2026 capitalization snapshot and Cyclerion estimated net cash of $(2.5) million, each share of Korsana common and Series A preferred stock is estimated to receive about 1.4735 shares of Cyclerion common stock. On a fully diluted basis after the merger, existing Cyclerion securityholders are expected to own about 1.1% of the combined company and former Korsana securityholders about 98.9%, including roughly 53.4% tied to Korsana’s approximately $380.0 million pre-closing financing. Cyclerion shareholders will vote on multiple proposals, including Nasdaq stock issuance, an increase in authorized common shares from 400,000,000 to 700,000,000, a reverse stock split in a 1‑for‑2 to 1‑for‑10 range, and a redomestication to the Cayman Islands, several of which are conditions to completing the merger.
Cyclerion Therapeutics, Inc. filed Amendment No. 3 to a Form S-4 covering the proposed stock-for-stock merger with Korsana Biosciences, Inc.. Cyclerion will remain outstanding but be renamed Korsana Biosciences, Inc., with Korsana operating as a wholly owned subsidiary through a two-step merger structure.
Korsana shareholders will receive Cyclerion common stock, pre-funded warrants, or Series B preferred stock based on an Exchange Ratio currently estimated at 1.4735 Cyclerion common shares per Korsana common or Series A preferred share, with Series Seed preferred converting into Series B preferred at the Exchange Ratio divided by 1,000. A 9.99% Beneficial Ownership Limitation may substitute pre-funded warrants for stock above that threshold.
Korsana has arranged a $380.0 million pre-closing financing; securities from that financing are expected to represent about 53.4% of the fully diluted combined company. Overall, former Korsana holders are expected to own about 98.9% and existing Cyclerion securityholders about 1.1% of the fully diluted combined company, assuming Cyclerion closing net cash of $(2.5) million.
Cyclerion shareholders will vote on multiple proposals, including a Nasdaq stock issuance/change-of-control proposal, an increase in authorized common shares from 400,000,000 to 700,000,000, a reverse stock split in a 1-for-2 to 1-for-10 range, and a redomestication to the Cayman Islands. Approval of the Nasdaq issuance, authorized share increase, and reverse split proposals is a condition to closing the merger, absent waivers.
Peter M. Hecht has updated his beneficial ownership in Cyclerion Therapeutics, Inc. common stock. He now beneficially owns 910,240 shares of Common Stock, representing 19.4% of the outstanding class, with sole voting and sole dispositive power over all of these shares.
The ownership change reflects the forfeiture of options to purchase 110,984 shares of Common Stock and the conversion of 351,037 shares of non-voting Series A Convertible Preferred Stock into 351,037 shares of Common Stock. The 19.4% figure is based on 4,681,351 shares of Common Stock outstanding, consisting of 4,330,314 shares outstanding as of June 30, 2026 plus 351,037 shares issued on July 16, 2026 upon Hecht’s conversion election. Apart from the events described, he reports no other transactions in the company’s common stock during the past 60 days.
Cyclerion Therapeutics, Inc. director and 10% owner Peter M. Hecht converted 351,037 shares of Series A Convertible Preferred Stock into 351,037 shares of Common Stock on July 16, 2026, leaving no preferred shares outstanding. His direct Common Stock holdings after the conversion total 910,240 shares, and all previously held stock options were cancelled the same day. Separate family trusts each hold 24 Common shares, for which he disclaims beneficial ownership.
Cyclerion Therapeutics and Korsana Biosciences outline a proposed reverse merger and financing that would reposition the combined company around Alzheimer’s and other neurodegenerative therapies. Korsana’s lead program, KRSA-028, is a shuttled anti-amyloid beta antibody built on its THETA blood-brain barrier platform, aiming for faster plaque clearance, lower ARIA rates, and more convenient subcutaneous dosing compared with first-generation agents.
The transaction structure would make Korsana a wholly owned subsidiary of Cyclerion through a two-step merger, followed by Korsana merging into a Cyclerion subsidiary. A concurrent $380 million private placement is expected to close with the merger in 3Q26, after which the combined company is expected to trade on Nasdaq under the ticker KRSA. Korsana states that, assuming completion of the merger and financing, existing cash resources are expected to fund operations into 2029. Extensive forward‑looking and regulatory disclaimers emphasize that timing, completion, capitalization and clinical progress remain subject to significant risks and uncertainties, and investors are directed to review Cyclerion’s Form S‑4 proxy statement/prospectus and related SEC materials.
Cyclerion Therapeutics, Inc. is registering securities in support of a proposed merger to acquire Korsana Biosciences, Inc., pursuant to an Agreement and Plan of Merger and Reorganization dated April 1, 2026 (as amended), with the merger consideration tied to an Exchange Ratio currently estimated at approximately 1.4735 shares of Cyclerion Common Stock per share of Korsana Common Stock, subject to adjustment.
The transaction contemplates conversion of Korsana equity, warrants, options and RSUs into Cyclerion common stock, Cyclerion Pre-Funded Warrants or Cyclerion Series B Preferred Stock as described, and includes a Korsana pre-closing financing of $380.0 million whose securities will convert into Cyclerion securities at the Exchange Ratio. Cyclerion estimates its net cash at closing at $(2.5) million, and, based on current estimates, Cyclerion securityholders would hold approximately 1.1% of the Combined Company on a fully-diluted basis immediately after closing while former Korsana securityholders would hold approximately 98.9%, with pre-closing financing investors expected to represent approximately 53.4% of the Combined Company on a fully-diluted basis.
Cyclerion Therapeutics, Inc. filed an Amendment No. 1 to Form S-4 proposing a merger with Korsana Biosciences pursuant to an Agreement and Plan of Merger and Reorganization amended April 17, 2026. The transaction contemplates an exchange of Korsana securities for Cyclerion common stock (estimated Exchange Ratio ~1.1009), a Korsana pre-closing financing of approximately $380.0 million, and post-closing ownership in which former Korsana holders are expected to hold approximately 98.5% of the Combined Company on a fully-diluted basis (Cyclerion holders ~1.5%), subject to adjustments including Cyclerion net cash at closing and a proposed reverse stock split.
The merger contemplates conversion of options, RSUs, warrants and preferred stock into corresponding Cyclerion instruments or cash in specified circumstances, a Contingent Value Right program for certain Cyclerion legacy assets, and requested shareholder votes on proposals including an authorized share increase, reverse stock split, redomestication to the Cayman Islands, and approval of issuance under Nasdaq rules. The Merger closing is conditioned on customary items including Nasdaq confirmation of listing for the Combined Company and required shareholder approvals.