Korsana Biosciences completes merger, holds $475M cash
Reverse merger and $380 million financing leave new Korsana Biosciences well funded but heavily dilute former Cyclerion shareholders.
Rhea-AI Filing Summary
Cyclerion Therapeutics, Inc. (now Korsana Biosciences, Inc., Nasdaq: KRSA) completed its reverse-merger with private Korsana and a 1-for-7 reverse stock split on September 8, 2026, transforming the former shell into a neurology-focused biotech. Following a $380 million private financing completed immediately before closing, the combined company reports approximately $475 million in cash and equivalents, which it states is expected to fund operations into 2029. Korsana securityholders now own about 98.83% of the fully diluted capital stock, while legacy Cyclerion holders own about 1.17%, and total common stock and equivalents are about 55.1 million. Pre‑merger Cyclerion holders also receive non‑transferable contingent value rights tied to 100% of net proceeds from future sales or other dispositions of specified legacy assets. Governance shifts to a six‑member board dominated by Series B preferred investors, who elect four “Preferred Directors” with three votes each, and new leadership appointments include Jonathan Violin, Ph.D. as Chief Executive Officer and President.
Positive
- $380 million Korsana pre-closing financing from a broad syndicate, combined with existing cash, gives the company approximately $475 million of cash and equivalents and, by its estimate, funding into 2029 through multiple KRSA‑028 clinical milestones.
- The merger shifts Cyclerion from shell status to an operating biotech with a lead Alzheimer’s antibody KRSA‑028, with Phase 1 healthy volunteer data targeted for mid‑2027 and interim proof‑of‑concept data around late 2027 or early 2028.
Negative
- Post‑merger ownership is highly concentrated, with legacy Cyclerion securityholders holding only 1.17% of the fully diluted capital stock versus 98.83% for Korsana holders.
- A 1‑for‑7 reverse stock split and issuance of new securities leave approximately 45.5 million post‑split shares outstanding, reflecting substantial dilution for prior common shareholders.
- Control is tightly held by investors in Series B preferred stock, whose four Preferred Directors collectively hold about 86% of total board voting power, limiting influence of common stockholders.
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8-K Event Classification
Key Figures
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Beneficial Ownership Limitation regulatory
pre-funded warrants financial
Series B Non-Voting Convertible Preferred Stock financial
contingent value right financial
reverse stock split financial
Therapeutic Targeting (THETA™) medical
FAQ
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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INTRODUCTORY NOTE
On September 8, 2026 (the “Closing Date”), Korsana Biosciences, Inc., a Massachusetts corporation (formerly known as Cyclerion Therapeutics, Inc.) (prior to the Closing Date, unless context otherwise requires, “Cyclerion” and, after the Closing Date, the “Company”), consummated the previously announced business combination (the “Closing”) pursuant to that certain Agreement and Plan of Merger and Reorganization, dated as of April 1, 2026, which agreement was subsequently amended on April 17, 2026 (as amended, the “Merger Agreement”), by and among Cyclerion, Cariboos Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of Cyclerion (“First Merger Sub”), Cariboos Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of Cyclerion (“Second Merger Sub”), and Korsana Biosciences, Inc., a private Delaware corporation (prior to the Closing Date, unless context otherwise requires, “Korsana”).
Following the Reverse Stock Split (as defined below), which occurred immediately prior to the Closing of the Merger (as defined below), and as a result of and upon the effective time of the First Merger (as defined below) (the “First Effective Time”), (i) each then-outstanding share of common stock, par value $0.0001 per share, of Korsana (the “Korsana common stock”) and each then-outstanding share of Series A Preferred Stock, par value $0.0001 per share, of Korsana (the “Korsana Series A preferred stock”) (including shares of Korsana common stock issued in the Korsana Pre-Closing Financing (as defined below) and excluding shares canceled pursuant to the Merger Agreement and excluding dissenting shares) automatically converted solely into the right to receive a number of shares of common stock, no par value per share, of Cyclerion (the “Company common stock,” and prior to the effective time of the Merger, the “Cyclerion common stock”) equal to the Exchange Ratio (as defined below); provided, that to the extent the shares of Company common stock otherwise issuable to any holder would exceed such holder’s beneficial ownership limitation (initially set at a percentage of up to 9.99% of the outstanding Company common stock) (the “Beneficial Ownership Limitation”), such holder received, in lieu of the excess shares, pre-funded warrants to purchase an equal number of shares of Company common stock (the “Merger Pre-Funded Warrants”); (ii) each then-outstanding share of Series Seed Preferred Stock, par value $0.0001 per share, of Korsana (the “Korsana Series Seed preferred stock”) (excluding shares of Korsana Series Seed preferred stock canceled pursuant to the Merger Agreement and dissenting shares) automatically converted into the right to receive a number of shares of Series B Non-Voting Convertible Preferred Stock, no par value per share, of Cyclerion (which are each convertible into 1,000 shares of Company common stock) (the “Company Series B Preferred Stock,” and prior to the effective time of the Merger, the “Cyclerion Series B Preferred Stock”), equal to the Exchange Ratio divided by 1,000; (iii) each then-outstanding option (a “Korsana Option”) to purchase Korsana common stock was assumed by Cyclerion; (iv) each then-outstanding Korsana restricted stock unit was assumed by Cyclerion; (v) each then-outstanding warrant to purchase shares of Korsana common stock, including each pre-funded warrant issued in the Korsana Pre-Closing Financing, was converted into a warrant to purchase shares of Company common stock (each such warrant issued in respect of a Korsana pre-funded warrant, an “Assumed Pre-Funded Warrant,” and together with the Merger Pre-Funded Warrants, the “Company pre-funded warrants”).
Each share of Cyclerion common stock and Cyclerion Series A Convertible Preferred Stock, no par value per share (the “Company Series A Preferred Stock”) that was issued and outstanding at the First Effective Time remained issued and outstanding and such shares, subject to the Reverse Stock Split, were unaffected by the Merger. Prior to the First Effective Time, Cyclerion’s board of directors accelerated the vesting of all options to purchase shares of Cyclerion common stock (“Cyclerion Options”) and all restricted stock awards (“Cyclerion RSAs”). Each outstanding Cyclerion Option with an exercise price per share equal to or less than the volume weighted average closing trading price of a share of Cyclerion common stock on The Nasdaq Stock Market LLC (“Nasdaq”) for the five consecutive trading days ending three trading days prior to the Calculation Date (as defined in the Merger Agreement), as reported by Bloomberg L.P. (the “Cyclerion Closing Price” and such Cyclerion Options, “In-the-Money Cyclerion Options”), was cancelled at the First Effective Time and each holder thereof received an amount in cash, without interest, less any applicable tax withholding, equal to the product obtained by multiplying the excess of the Cyclerion Closing Price over the exercise price per share of the Cyclerion common stock underlying such Cyclerion Option by the number of shares of the Cyclerion common stock underlying such Cyclerion Option (“Cyclerion Stock Option Cash Consideration”). Each Cyclerion Option with an exercise price greater than the Cyclerion Closing Price (an “Out-of-the-Money Cyclerion Option”) was cancelled for no consideration.
No fractional shares of Company common stock were issued in connection with the Merger, and no certificates or scrip for any such fractional shares were issued. Any fractional shares of Company common stock resulting from the
conversion of shares of Korsana common stock (including shares of Korsana common stock issued in the Korsana Pre-Closing Financing) were issued as follows: (i) one share of Company common stock if the aggregate amount of fractional shares of Company common stock of any individual holder of Korsana capital stock upon conversion was equal to or exceeded 0.50 or (ii) no shares of Company common stock if the aggregate amount of fractional shares of Company common stock of any individual holder of Korsana capital stock upon conversion was less than 0.50, with no cash being paid for any fractional share eliminated by such rounding. Any fractional shares of Company Series B Preferred Stock that a holder of Korsana Series Seed preferred stock would otherwise have been entitled to receive were aggregated with all fractional shares of Company Series B Preferred Stock issuable to such holder and rounded up to the nearest whole share of Company Series B Preferred Stock.
The Exchange Ratio was calculated using a formula intended to allocate existing Cyclerion and Korsana security holders a percentage of the Company. Based on Cyclerion’s and Korsana’s values as of the date of the Merger Agreement and capitalization as of September 8, 2026, the Exchange Ratio (as adjusted for the Reverse Stock Split) was 0.2074 shares of Cyclerion common stock for each share of Korsana common stock.
After giving effect to the Korsana Pre-Closing Financing, immediately following the completion of the Merger, Cyclerion securityholders owned approximately 1.17% of the capital stock of the Company post-Merger on a fully diluted basis, and Korsana securityholders, including shares of Korsana common stock and Korsana pre-funded warrants purchased in the Korsana Pre-Closing Financing, owned approximately 98.83% of the capital stock of the Company post-Merger.
On September 8, 2026, First Merger Sub merged with and into Korsana, with Korsana continuing as a wholly owned subsidiary of Cyclerion and the surviving corporation of the merger (the “First Merger”), and Korsana merged with and into Second Merger Sub, with Second Merger Sub being the surviving entity of the merger (the “Second Merger,” and together with the First Merger, the “Merger”). After the completion of the Merger, Second Merger Sub changed its corporate name to “Korsana Biosciences Operating Company, LLC” and Cyclerion changed its name to “Korsana Biosciences, Inc.” (the “Company Name Change”). The Merger is intended to qualify for federal income tax purposes as a tax-free reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”).
The material provisions of the Merger Agreement are described in Cyclerion’s definitive proxy statement/prospectus filed on Form S-4 with the U.S. Securities and Exchange Commission (the “SEC”), which registration statement was most recently amended on July 22, 2026 and declared effective on July 24, 2026 (the “Proxy Statement/Prospectus”), in the section entitled “The Merger Agreement” beginning on page 168 and are incorporated herein by reference.
The foregoing description of the Merger Agreement is not complete and is subject to and qualified in its entirety by reference to the complete text of the Merger Agreement, copies of which are attached hereto as Exhibits 2.1 and 2.2 and incorporated herein by reference.
Merger Pre-Funded Warrants
The Merger Pre-Funded Warrants have an exercise price per share equal to $0.0001 (as adjusted from time to time as provided in the form of Merger Pre-Funded Warrant) and may be exercised at any time and from time to time on or after the original issue date. The Merger Pre-Funded Warrants do not expire. The exercise price may be paid in cash or, at the election of the holder, on a cashless basis. The Merger Pre-Funded Warrants are transferable, in whole or in part, subject to compliance with applicable securities laws. Holders of Merger Pre-Funded Warrants are not entitled to vote, receive dividends or exercise any other rights as a stockholder of the Company with respect to the underlying shares of Company common stock prior to exercise.
A holder may not exercise any portion of a Merger Pre-Funded Warrant to the extent that, immediately prior to or after giving effect to such exercise, the holder, together with its attribution parties, would beneficially own shares of Company common stock in excess of the Beneficial Ownership Limitation applicable to such holder, which was initially set at either 4.99% or 9.99% of the shares of Company common stock outstanding immediately following such exercise. A holder may, upon written notice to the Company, increase or decrease the Beneficial Ownership Limitation applicable to its Merger Pre-Funded Warrants to any other percentage not in excess of 19.99%, provided that any increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company.
The foregoing description of the Merger Pre-Funded Warrants is not complete and is subject to and qualified in its entirety by reference to the complete text of the Form of Merger Pre-Funded Warrant, a copy of which is attached hereto as Exhibit 4.2 and is incorporated herein by reference.
Support and Lock-Up Agreements
Concurrently with the execution of the Merger Agreement, (a) certain Korsana stockholders (solely in their respective capacities as Korsana stockholders) holding approximately 43.9% of the outstanding shares of Korsana capital stock entered into support agreements with Cyclerion and Korsana to vote all of their shares of Korsana capital stock in favor of the adoption and approval of the Merger Agreement and the transactions contemplated thereby and against any alternative acquisition proposals (the “Korsana Support Agreements”) and (b) then-current and certain former directors and officers of Cyclerion holding approximately 24.2% of the outstanding shares of Cyclerion common stock as of June 30, 2026 entered into support agreements with Cyclerion and Korsana to vote all of their shares of Cyclerion common stock in favor of Proposal Nos. 1-4 of the Proxy Statement/Prospectus and against any alternative acquisition proposals (the “Cyclerion Support Agreements,” and together with the Korsana Support Agreements, the “Support Agreements”).
Certain of Korsana’s executive officers, directors and stockholders entered into lock-up agreements (the “Lock-Up Agreements”), pursuant to which such parties have agreed not to, except in limited circumstances, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of Company common stock or any securities convertible into or exercisable or exchangeable for Company common stock, currently or thereafter owned, including shares of Company common stock issuable upon conversion of Company Series B Preferred Stock issued in exchange for shares of Korsana Series Seed preferred stock in the Merger, but excluding, as applicable, shares purchased by existing Korsana shareholders in the Korsana Pre-Closing Financing (including any shares of Company common stock issuable upon exercise of pre-funded warrants issued in exchange for pre-funded warrants to purchase shares of Korsana common stock sold in the Korsana Pre-Closing Financing), until 180 days after the First Effective Time.
Descriptions of the Support Agreements and the Lock-Up Agreements are included in the Proxy Statement/Prospectus in the sections entitled “Agreements Related to the Merger—Support Agreements” and “Agreements Related to the Merger—Lock-Up Agreements” beginning on page 188 and are incorporated herein by reference.
The foregoing descriptions of the Support Agreements and the Lock-Up Agreements are not complete and are subject to and qualified in their entirety by reference to the complete texts of the Form of Korsana Support Agreement, the Form of Cyclerion Support Agreement and the Form of Lock-Up Agreement, copies of which are attached hereto as Exhibits 10.1, 10.2 and 10.3, respectively, and are incorporated herein by reference.
Financing Transaction
In connection with the Merger, Korsana entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain institutional and accredited investors (the “Financing Investors”), pursuant to which such investors purchased, immediately prior to the First Merger, 140,516,748 shares of Korsana common stock and 20,171,986 Korsana pre-funded warrants (the “PIPE Securities”), for gross proceeds of approximately $380.0 million (the “Korsana Pre-Closing Financing”). Under the Securities Purchase Agreement, the number of shares of Korsana common stock or Korsana pre-funded warrants, as applicable, was determined at a purchase price per share or warrant equal to (i) a valuation for Korsana equal to $268.4 million, divided by (ii) the number of fully diluted shares of Korsana common stock outstanding immediately prior to the First Effective Time (including the securities being issued under the Securities Purchase Agreement).
The Korsana pre-funded warrants have an exercise price per share equal to $0.0001 (as adjusted from time to time as provided in the form of pre-funded warrant) and may be exercised at any time and from time to time after the
original issue date. The Korsana pre-funded warrants do not expire. A holder may not exercise any portion of a Korsana pre-funded warrant to the extent that, immediately prior to or after giving effect to such exercise, the holder, together with its attribution parties, would beneficially own shares of common stock in excess of 14.99% of the shares of common stock outstanding immediately following such exercise. A holder may, upon written notice to the Company, increase or decrease such percentage to any other percentage not in excess of 19.99%, provided that any increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company.
The shares of Korsana common stock and Korsana pre-funded warrants that were issued in the Korsana Pre-Closing Financing were or have the right to be, respectively, converted into shares of Company common stock in the Merger.
The Securities Purchase Agreement contains customary representations and warranties of Korsana and also contains customary representations and warranties of the purchaser parties thereto.
A description of the Securities Purchase Agreement is included in the Proxy Statement/Prospectus in the section entitled “Agreements Related to the Merger—Securities Purchase Agreement” beginning on page 188 and is incorporated herein by reference.
The foregoing descriptions of the Securities Purchase Agreement and Form of Korsana Pre-Funded Warrant are not complete and are subject to and qualified in their entirety by reference to the complete texts of the Form of Securities Purchase Agreement and Form of Korsana Pre-Funded Warrant, respectively, copies of which are attached hereto as Exhibits 10.4 and 4.1, respectively, and are incorporated herein by reference.
Contingent Value Rights Agreement
On September 8, 2026, the Company entered into a contingent value rights agreement (the “CVR Agreement”) with Broadridge Corporate Issuer Solutions, LLC, a Pennsylvania limited liability company (“Rights Agent”), pursuant to which the Company’s pre-Merger holders of Cyclerion common stock and Company Series A Preferred Stock are to receive one non-transferable contingent value right (each, a “CVR”) for each outstanding share of Cyclerion common stock or Company Series A Preferred Stock held by such holder as of the record time. The record time for the distribution of CVRs was immediately prior to the First Effective Time on September 8, 2026, and the Rights Agent will effect the distribution of the CVRs, less any applicable tax withholding, by mailing to each such holder a statement of holding reflecting such CVRs.
Pursuant to the CVR Agreement, each CVR holder is entitled to certain rights to receive a pro rata portion of 100% of the net proceeds, if any, received by the Company as a result of the sale, transfer, license or other disposition of the Company’s pre-Merger legacy assets, which consist of (i) the equity interests of Tisento Therapeutics Holdings Inc. (“Tisento”) owned by the Company and (ii) the Company’s right, title and interest in and to that certain License Agreement, dated June 3, 2021, between Cyclerion and Akebia Therapeutics, Inc. (the “Akebia License Agreement”). Net proceeds are calculated as the gross cash consideration actually received by the Company in consideration for such a disposition, less permitted deductions, which include indemnity obligations, transaction costs, taxes and certain other liabilities and expenses specified in the CVR Agreement, together with $75,000 of expenses deductible following the earlier of the sale of the Tisento equity interests after Tisento’s initial public offering and a sale of Tisento.
A disposition of the legacy assets must generally occur during the period beginning on the Closing Date and ending on the first (1st) anniversary of the Closing Date; provided that, with respect to the equity interests of Tisento, that period extends until the earliest of (A) nine (9) months following the consummation of Tisento’s initial public offering or other public listing of such equity interests, (B) a sale of Tisento and (C) the fifteenth (15th) anniversary of the Closing Date. With respect to the Akebia License Agreement, the term of the CVRs extends until the earlier of the fifteenth (15th) anniversary of the date of the CVR Agreement and the expiration or earlier termination by Akebia Therapeutics, Inc. of the Akebia License Agreement pursuant to its terms.
The Company has agreed to use commercially reasonable efforts not to take, or fail to take, any action with the primary purpose of avoiding, or intended to prevent or materially delay, the sale of the Tisento equity interests following Tisento’s initial public offering or the receipt of gross proceeds or the payment of any CVR proceeds. In
addition, holders of more than 35% of the outstanding CVRs may, at their sole cost and expense, appoint a representative to coordinate the sale or other disposition of the Tisento equity interests, and following notice of such appointment the Company may not sell or otherwise dispose of those equity interests without the representative’s written consent.
The contingent payments under the CVR Agreement, if they become payable, will become payable to the Rights Agent for subsequent distribution to the CVR holders on a date no later than thirty (30) days following the Company’s receipt of the corresponding gross proceeds. In the event that no such proceeds are received, holders of the CVRs will not receive any payment pursuant to the CVR Agreement. There can be no assurance that any CVR holders will receive payments with respect thereto.
The right to the contingent payments contemplated by the CVR Agreement is a contractual right only and is not transferable, except in the limited circumstances specified in the CVR Agreement. The CVRs are not evidenced by a certificate or any other instrument and are not registered with the SEC. The CVRs do not have any voting or dividend rights and do not represent any equity or ownership interest in the Company or any of its respective affiliates. No interest will accrue on any amounts payable in respect of the CVRs.
The foregoing description of the CVR Agreement does not purport to be complete and is qualified in its entirety by the full text of the CVR Agreement, a copy of which is attached hereto as Exhibit 10.5 and is incorporated herein by reference.
Item 1.01 Entry into a Material Definitive Agreement.
Indemnification Agreements
On September 8, 2026, the Company entered into indemnification agreements with each of its directors and executive officers (collectively, the “Indemnitees,” and such agreements, the “Indemnification Agreements”), which replaced and superseded any previous indemnification agreements between the Company and each such individual. The Indemnification Agreements provide for certain indemnification and advancement of expenses by the Company in connection with actions or proceedings arising out of the Indemnitees’ service as directors or officers of the Company or service to other entities at the Company’s request, on the terms and subject to the conditions set forth therein.
The foregoing description of the Indemnification Agreements is not complete and is subject to and qualified in its entirety by reference to the complete text of the Indemnification Agreements, the form of which is attached hereto as Exhibit 10.6 and incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The disclosure set forth in the “Introductory Note” above, including with respect to the Merger, is incorporated into this Item 2.01 by reference.
All of the proposals included in the Proxy Statement/Prospectus were approved by Cyclerion shareholders at the annual meeting of shareholders held on August 26, 2026 (the “Annual Meeting”) other than (i) the proposal to approve the redomestication of Cyclerion from the Commonwealth of Massachusetts to the Cayman Islands and (ii) the proposal to adjourn the Annual Meeting, which was not presented to the shareholders.
In connection with the consummation of the Merger, on the Closing Date:
| • | Korsana issued to the Financing Investors (prior to giving effect to the Exchange Ratio) an aggregate of 140,516,748 shares of Korsana common stock and 20,171,986 Korsana pre-funded warrants for gross proceeds of approximately $380.0 million; and |
| • | all of the then-outstanding (a) (i) 6,000,000 shares of Korsana common stock, (ii) 75,500,000 shares of Korsana Series A preferred stock, and (iii) 140,516,748 shares of Korsana common stock purchased in the Korsana Pre-Closing Financing were automatically converted into the right to receive a number of shares of |
| Company common stock and/or, to the extent otherwise issuable in excess of the applicable Beneficial Ownership Limitation, Company pre-funded warrants in lieu thereof equal to the exchange ratio calculated in accordance with the Merger Agreement (the “Exchange Ratio”); (b) 20,000,000 shares of Korsana Series Seed preferred stock were automatically converted into the right to receive a number of shares of Company Series B Preferred Stock equal to the Exchange Ratio divided by 1,000; (c) 20,171,986 pre-funded warrants purchased in the Korsana Pre-Closing Financing were converted into Company pre-funded warrants equal to the Exchange Ratio; and (d) options exercisable for 34,152,978 shares of Korsana common stock and warrants exercisable for 1,102,561 shares of Korsana common stock (the “Parasa Warrants”) were assumed by the Company and became options and warrants, respectively, in respect of shares of Company common stock, with the number of underlying shares and the exercise price adjusted in accordance with the Exchange Ratio. |
Immediately following the application of the Exchange Ratio (which was adjusted to give effect to the Reverse Stock Split (as defined below)), and following the consummation of the transactions contemplated by the Merger Agreement, the Company had 55,051,271 shares of Company common stock (assuming the exercise in full of all Company pre-funded warrants and including conversion of Company Series B Preferred Stock but excluding outstanding options and the Parasa Warrants), which is comprised of:
| • | 45,541,425 shares of Company common stock (inclusive of issuances pursuant to the Merger Agreement and the Korsana Pre-Closing Financing); |
| • | 5,361,846 shares of Company common stock issuable upon the exercise of Company pre-funded warrants, each exercisable for one share of Company common stock at a price of $0.0001 per share; and |
| • | 4,148,000 shares of Company common stock issuable upon the conversion of Company Series B Preferred Stock. |
Immediately prior to the consummation of the Merger, Cyclerion effected a 1-for-7 reverse stock split of Cyclerion common stock, which became legally effective on September 8, 2026 (the “Reverse Stock Split”). The Company common stock commenced trading on a post-Reverse Stock Split, post-Merger basis at the open of trading on September 9, 2026.
FORM 10 INFORMATION
Item 2.01(f) of Form 8-K states that if the predecessor registrant was a “shell company” (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as Cyclerion was immediately before the Merger, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. Accordingly, the Company is providing the information below that would be included in a Form 10 if the Company were to file a Form 10. Please note that the information provided below relates to the Company as the combined company after the consummation of the Merger, unless otherwise specifically indicated or the context otherwise requires.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, including statements regarding the anticipated benefits of the Merger and the financial condition, results of operations, and prospects of the Company. Any express or implied statements that do not relate to historical or current facts or matters are forward-looking statements. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These forward-looking statements include, but are not limited to, express or implied statements regarding the Company’s expectations, hopes, beliefs, intentions or strategies regarding the future. In some cases, you can identify forward-looking statements by terminology such as “may,” “might,” “will,” “could,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “projects,” “seeks,” “target,” “endeavor,” “possible,” “potential,” “continue,” “contemplate” or the negative of these terms or other comparable terminology, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements are based on current expectations and beliefs
concerning future developments and their potential effects. There can be no assurance that future developments affecting the Company will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the Company’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. In addition to other factors and matters contained in or incorporated by reference in this document, the Company believes the following factors could cause actual results to differ materially from those discussed in the forward-looking statements:
| • | expectations regarding the strategies, prospects, plans, expectations and objectives of management of the Company for future operations of the Company; |
| • | the ability of the Company to recognize the benefits that may be derived from the Merger, including the commercial or market opportunity of the product candidates of the Company; |
| • | the possibility that the CVR holders may never receive any proceeds pursuant to the CVR Agreement; |
| • | the accuracy of the Company’s estimates regarding expenses, future revenue, capital requirements and needs for additional financing; |
| • | the outcome of any legal proceedings that may be instituted against the Company or any of its respective directors or officers related to the Merger Agreement or the transactions contemplated thereby; |
| • | the ability of the Company to protect its intellectual property rights; |
| • | competitive responses to the Merger; |
| • | legislative, regulatory, political and economic developments beyond the Company’s control; |
| • | the initiation, timing and success of clinical trials for the Company’s product candidates; |
| • | success in retaining, or changes required in, the Company’s officers, key employees or directors; |
| • | the Company’s public securities’ potential liquidity and trading; |
| • | regulatory actions with respect to the Company’s product candidates or its competitors’ products and product candidates; |
| • | the Company’s ability to manufacture its product candidates in conformity with the FDA’s requirements and to scale up manufacturing of its product candidates to commercial scale, if approved; |
| • | uncertainties regarding the capabilities and potential of the THETA platform and the Company’s pipeline programs; |
| • | the Company’s reliance on third-party contract development and manufacturer organizations to manufacture and supply product candidates; |
| • | the beneficial characteristics, and the potential safety, efficacy and therapeutic effects of the Company’s product candidates; |
| • | the expected potential benefits of strategic collaboration with third parties and the Company’s ability to attract collaborators with development, regulatory and commercialization expertise; |
| • | the Company’s ability to successfully commercialize product candidates, if approved, and the rate and degree of market acceptance of such product candidates; and |
| • | developments and projections relating to the Company’s competitors or industry. |
The foregoing review of important factors that could cause actual events to differ from expectations should not be construed as exhaustive and should be read in conjunction with statements that are included herein and elsewhere, including the risk factors included in the “Risk Factors” section of this Current Report on Form 8-K and other documents to be filed by the Company from time to time with the SEC, discussions of potential risks, uncertainties, and other important factors in the Company’s subsequent filings with the SEC, and risk factors associated with companies, such as the Company, that operate in the biopharma industry.
If any of these risks or uncertainties materialize or any of these assumptions prove incorrect, the results of the Company could differ materially from the forward-looking statements. Any public statements or disclosures by the Company following this Current Report on Form 8-K that modify or impact any of the forward-looking statements contained in this Current Report on Form 8-K will be deemed to modify or supersede such statements in this Current Report on Form 8-K. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this document and are qualified in their entirety by reference to the cautionary statements herein. The Company does not intend, and undertakes no obligation, to update any forward-looking information to reflect events or circumstances after the date of this document or to reflect the occurrence of unanticipated events, unless required by law to do so.
Business and Facilities
The information set forth in the section of the Proxy Statement/Prospectus entitled “Korsana’s Business” beginning on page 297 is incorporated herein by reference.
Risk Factors
The risks associated with Korsana’s business and operations are described in the Proxy Statement/Prospectus in the section entitled “Risk Factors—Risks Related to Korsana” beginning on page 75 and the risks associated with the business and operations of the Company are described in the Proxy Statement/Prospectus in the section entitled “Risk Factors—Risks Related to the Combined Company” beginning on page 114, each of which is incorporated herein by reference.
Financial Information
Unaudited Financial Statements
The unaudited interim condensed consolidated financial statements of Korsana as of and for the six months ended June 30, 2026 and the related notes thereto are attached hereto as Exhibit 99.2 and are incorporated herein by reference.
The unaudited interim condensed financial statements of Cyclerion as of and for the six months ended June 30, 2026 and the related notes thereto are included in Cyclerion’s Quarterly Report on Form 10-Q for the period ended June 30, 2026, filed with the SEC on August 4, 2026, and are incorporated herein by reference.
Audited Financial Statements
The audited consolidated financial statements of Korsana as of December 31, 2025 and 2024 and for the year ended December 31, 2025 and for the period from November 8, 2024 (inception) to December 31, 2024 and the related notes thereto are included in the Proxy Statement/Prospectus beginning on page F-43 and are incorporated herein by reference.
The audited financial statements of Cyclerion as of and for the years ended December 31, 2025 and 2024 and the related notes thereto are included in the Proxy Statement/Prospectus beginning on page F-2 and are incorporated herein by reference.
Unaudited Pro Forma Condensed Combined Financial Information
The unaudited pro forma condensed combined financial information of Cyclerion and Korsana as of and for the six months ended June 30, 2026 and twelve months ended December 31, 2025 and the related notes thereto are attached hereto as Exhibit 99.4 and is incorporated herein by reference.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Korsana’s Management’s Discussion and Analysis of Financial Condition and Results of Operations as of and for the six months ended June 30, 2026 is attached hereto as Exhibit 99.3 and is incorporated herein by reference.
Korsana’s Management’s Discussion and Analysis of Financial Condition and Results of Operations as of and for the year ended December 31, 2025 is included in the Proxy Statement/Prospectus beginning on page 358 and is incorporated herein by reference.
Cyclerion’s Management’s Discussion and Analysis of Financial Condition and Results of Operations as of and for the six months ended June 30, 2026 is included in Cyclerion’s Quarterly Report on Form 10-Q for the period ended June 30, 2026, filed with the SEC on August 4, 2026, and is incorporated herein by reference.
Additional information regarding management’s discussion and analysis of the financial condition and results of operations prior to the Merger is included in the Proxy Statement/Prospectus in the section entitled “Cyclerion’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 346, which is incorporated herein by reference.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information known to the Company regarding beneficial ownership of shares of Company common stock as of September 8, 2026 by:
| • | each person or group of affiliated persons, who is known by the Company to be the beneficial owner of more than 5% of Company common stock; |
| • | each of the Company’s directors; |
| • | each of the Company’s named executive officers; and |
| • | all of the Company’s current directors and executive officers as a group. |
The column entitled “Percentage of Shares Outstanding Beneficially Owned” is based on a total of 45,541,425 shares of Company common stock outstanding as of September 8, 2026, after giving effect to the Reverse Stock Split that was effected on September 8, 2026 and the Merger.
Beneficial ownership is determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to Company common stock. Shares of Company common stock subject to options that are currently exercisable or exercisable within 60 days of September 8, 2026 are considered outstanding and beneficially owned by the person holding the options for the purpose of calculating the percentage ownership of that person but not for the purpose of calculating the percentage ownership of any other person. Except as otherwise noted, the persons and entities in this table have sole voting and investing power with respect to all of the shares of Company common stock beneficially owned by them, subject to community property laws, where applicable.
| Name of Beneficial Owner | Number of Shares Beneficially Owned |
Percentage of Shares Outstanding Beneficially Owned |
||||||
| 5% or Greater Stockholders | ||||||||
| Entities affiliated with Fairmount Funds Management LLC(1) |
9,103,729 | 19.99 | % | |||||
| Entities affiliated with Venrock Healthcare Capital Partners(2) |
4,549,585 | 9.99 | % | |||||
| Entities affiliated with TCGX(3) |
4,549,587 | 9.99 | % | |||||
| Entities affiliated with Wellington Management(4) |
2,974,731 | 6.53 | % | |||||
| Entities affiliated with J.P. Morgan Life Sciences Private Capital(5) |
2,687,914 | 5.90 | % | |||||
| FMR LLC(6) |
2,631,058 | 5.78 | % | |||||
| Entities affiliated with Janus Henderson Investors(7) |
2,344,819 | 5.15 | % | |||||
| Directors and Named Executive Officers |
||||||||
| Andrew Gottesdiener, M.D. |
— | * | ||||||
| Heidi Henson(8) |
11,221 | * | ||||||
| Tomas Kiselak(1) |
9,103,729 | 19.99 | % | |||||
| Michelle Pernice(9) |
13,802 | * | ||||||
| Nimish Shah(2) |
4,549,585 | 9.99 | % | |||||
| Jonathan Violin(10) |
578,653 | 1.26 | % | |||||
| Mark Vignola |
— | * | ||||||
| Matthew Leoni, M.D. |
— | * | ||||||
| All current executive officers and directors as a group (8 persons)(11) |
14,256,990 | 31.04 | % | |||||
| * | Less than 1%. |
| (1) | Consists of (i) 6,911,174 shares of the Company’s common stock held directly by Fairmount Healthcare Fund II, L.P. (“Fairmount Fund II”) and (ii) 2,192,555 shares of the Company’s common stock held directly by Fairmount Healthcare Co-Invest VI L.P. (“Co-Invest”). Excludes (i) 66,436 shares of the Company’s common stock issuable upon the exercise of pre-funded warrants held by Fairmount Fund II and (ii) 2,074,000 shares of the Company’s common stock issuable upon the conversion of 2,074 shares of the Company’s Series B Preferred Stock held by Fairmount Fund II. The pre-funded warrants are subject to a beneficial ownership limitation of 19.99% and the shares of the Company’s Series B Preferred Stock are subject to a beneficial ownership limitation of 19.99%, which such limitations restrict Fairmount Funds Management LLC (“Fairmount”) and its affiliates from exercising that portion of the warrants and converting those shares of preferred stock that would result in Fairmount and its affiliates owning, after exercise or conversion, a number of shares of the Company’s common stock in excess of the applicable ownership limitation. At such time as Fairmount and its affiliates beneficially own 9.0% or less of the shares of common stock, the beneficial ownership limitation applicable to the shares of the Company’s Series B Preferred Stock will automatically reduce to 9.99%. Fairmount serves as investment manager for Fairmount Fund II and Co-Invest. Each of Fairmount Fund II and Co-Invest has delegated to Fairmount the sole power to vote and the sole power to dispose of all securities held in its portfolio. Because each of Fairmount Fund II and Co-Invest has divested itself of voting and investment power over the securities it holds and may not revoke that delegation on less than 61 days’ notice, each of Fairmount Fund II and Co-Invest disclaims beneficial ownership of the securities it holds. As managers of Fairmount, Peter Harwin and Tomas Kiselak may be deemed to have voting and investment power over the shares held by Fairmount Fund II and Co-Invest. Fairmount, Mr. Harwin and Mr. Kiselak disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein. The address of the entities and individuals listed is 200 Barr Harbor Drive, Suite 400, West Conshohocken, PA 19428. |
| (2) | Consists of (i) 2,024,520 shares of the Company’s common stock held by Venrock Healthcare Capital Partners EG, L.P. (“VHCP EG”), (ii) 1,001,091 shares of the Company’s common stock held by Venrock Healthcare Capital Partners XP, L.P. (“VHCP XP”), (iii) 1,385,432 shares of the Company’s common stock held by Venrock Healthcare Capital Partners III, L.P. (“VHCP III”) and (iv) 138,542 shares of the Company’s common stock held by VHCP Co-Investment Holdings III, LLC (“VHCP Co-III”). Excludes an aggregate of 3,305,044 shares of the Company’s common stock issuable upon the exercise of pre-funded warrants, comprised of (i) 1,470,712 shares held by VHCP EG, (ii) 727,242 shares held by VHCP XP, (iii) 1,006,446 shares held by VHCP III and (iv) 100,644 shares held by VHCP Co-III. Excludes an aggregate |
| of 1,908,000 shares of the Company’s common stock issuable upon the conversion of 1,908 shares of Company Series B Preferred Stock, comprised of (i) 935 shares held by VHCP EG, (ii) 830 shares held by VHCP XP, (iii) 130 shares held by VHCP III and (iv) 13 shares held by VHCP Co-III. VHCP Management EG, LLC (“VHCPM EG”) is the sole general partner of VHCP EG. VHCP Management III, LLC (“VHCPM III”) is the sole general partner of VHCP III and the sole manager of VHCP Co-III. VHCP Management XP, LLC (“VHCPM XP”) is the sole general partner for VHCP XP. Dr. Bong Koh and Nimish Shah are the voting members of VHCPM III, VHCPM EG and VHCPM XP. The principal business address of each of the foregoing persons is 7 Bryant Park, 23rd Floor, New York, New York 10018. |
| (3) | Consists of 4,549,587 shares of the Company’s common stock held by TCG Crossover Fund II, L.P. (“TCGX”). Excludes 155,478 shares of the Company’s common stock issuable upon the exercise of pre-funded warrants. The pre-funded warrants are subject to a beneficial ownership limitation of 9.99%, which such limitation restricts TCGX and its affiliates from exercising that portion of the warrants that would result in TCGX and its affiliates owning, after exercise, a number of shares of the Company’s common stock in excess of the ownership limitation. TCG Crossover GP II, LLC, the General Partner of TCGX, and Chen Yu, Managing Partner of TCG Crossover GP II, LLC, have shared voting and dispositive power over the securities held by TCGX. The address for each of TCGX, TCG Crossover GP II, LLC and Chen Yu is 245 Lytton Ave., Suite 350, Palo Alto, California 94301. |
| (4) | Consists of (i) 2,775,788 shares of the Company’s common stock held by Wellington Biomedical Innovation Master Investors (Cayman) II L.P. (“Wellington Biomedical Fund”), (ii) 49,858 shares of the Company’s common stock held by Wellington Biotechnology Long/Short Fund, L.P. (“Wellington LS”), (iii) 45,385 shares of the Company’s common stock held by Wellington Biotechnology Long/Short Fund (Bermuda) L.P. (“Wellington LS Bermuda”), and (iv) 103,700 shares of the Company’s common stock held by Wellington Private Investments Opportunities SPV 2, LLC (“WPIO”). Wellington Management Company LLP, a registered investment adviser under the Investment Advisers Act of 1940, as amended (“WMC”), is the investment advisor to Wellington Biomedical Fund, Wellington LS, Wellington LS Bermuda, and WPIO. Wellington Biomedical Innovation II GP L.P. is the general partner of Wellington Biomedical Fund. Wellington Alternative Investments LLC (“WAI”) is the Manager of WPIO and Wellington Management Investment, Inc. is the Managing Member of WAI. WMC is an indirect subsidiary of Wellington Management Group LLP. Wellington Management Group LLP and WMC may be deemed beneficial owners with shared voting and investment power over the shares held by Wellington Biomedical Fund, Wellington LS, Wellington LS Bermuda, and WPIO. Additional information about WMC is available in its Form ADV filed with the SEC. The address of all entities referenced in this footnote is 280 Congress Street, Boston, MA 02210. |
| (5) | Consists of (i) 2,292,792 shares of the Company’s common stock held by 270 Life Sciences Private Capital Master Fund I SCA-RAIF, (ii) 333,301 shares of the Company’s common stock held by 270 Life Sciences Private Capital Employee Fund I LP and (iii) 61,821 shares of the Company’s common stock held by J.P. Morgan Growth Equity Division Holdings Inc. 270 Life Sciences Private Capital Master Fund I SCA-RAIF is duly represented and acting through its managing general partner (actionnaire gérant commandité), 270 Life Sciences Private Capital Fund I GP (Lux) S.à.r.l. J.P. Morgan Growth Equity Division Holdings is the sole general partner of 270 Life Sciences Private Capital Employee Fund I LP. The address for each of these entities is 390 Madison Avenue, Floor 27, New York, NY 10172. |
| (6) | These shares are owned by funds or accounts managed by direct or indirect subsidiaries of FMR LLC, all of which shares are beneficially owned, or may be deemed to be beneficially owned, by FMR LLC, certain of its subsidiaries and affiliates, and other companies. Abigail P. Johnson is a Director, the Chairman, and the Chief Executive Officer of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. FMR LLC and Abigail P. Johnson each have sole dispositive power over the shares reported herein; neither has sole voting power over such shares. The address of FMR LLC is 245 Summer Street, Boston, Massachusetts 02110. |
| (7) | Consists of (i) 1,659,297 shares of the Company’s common stock held by Janus Henderson Biotech Innovation Master Fund Limited and (ii) 685,522 shares of the Company’s common stock held by Janus Henderson Biotech Innovation Master Fund II Limited (together, “Janus Master Fund”). Such shares may be deemed to be beneficially owned by Janus Henderson Investors US LLC (“Janus”), an investment adviser registered under the Investment Advisers Act of 1940, as amended, who acts as investment adviser for Janus Master Fund and has the ability to make decisions with respect to the voting and disposition of the shares subject to the oversight of the board of directors of Janus Master Fund. Under the terms of its management contract with Janus Master Fund, Janus has overall responsibility for directing the investments of Janus Master Fund in accordance with the investment objective, policies, and limitations. Janus Master Fund has one or more portfolio managers appointed by and serving at the pleasure of Janus who make decisions with respect to the disposition of the shares. The portfolio managers for Janus Master Fund are Andrew Acker, Daniel S. Lyons, and Agustin Mohedas. The business address of each of the aforementioned parties is c/o Janus Henderson Investors US LLC, 151 Detroit Street, Denver, Colorado 80206. |
| (8) | Consists of (a) vested options to acquire 5,610 shares of common stock and (b) options to acquire 5,611 shares of common stock that will vest within 60 days of the date of this table. |
| (9) | Consists of (a) vested options to acquire 13,202 shares of common stock and (b) options to acquire 600 shares of common stock that will vest within 60 days of the date of this table. |
| (10) | Consists of (a) 207,400 shares of restricted common stock, (b) vested options to acquire 327,576 shares of common stock and (c) options to acquire 43,677 shares of common stock that will vest within 60 days of the date of this table. |
| (11) | See Notes (1), (2), (8), (9) and (10) above. |
Information about Directors and Executive Officers
The information set forth in Item 5.02 of this Current Report on Form 8-K under the heading “Appointment of Directors and Certain Officers” is incorporated herein by reference.
Director Compensation
The compensation of the directors of Korsana prior to the Closing is set forth in the Proxy Statement/Prospectus in the section entitled “Korsana Director Compensation” beginning on page 219 and is incorporated herein by reference.
The compensation of the non-employee directors of Cyclerion prior to the Closing is set forth in the Proxy Statement/Prospectus in the section entitled “Cyclerion Non-Employee Director Compensation” beginning on page 213 and is incorporated herein by reference.
The information set forth in Item 5.02 of this Current Report on Form 8-K under the heading “Non-Employee Director Compensation Program” is incorporated herein by reference.
Executive Compensation
The compensation of the named executive officers of Korsana prior to the Closing is set forth in the Proxy Statement/Prospectus in the section entitled “Korsana Executive Compensation” beginning on page 215 and is incorporated herein by reference.
The compensation of the named executive officers of Cyclerion prior to the Closing is set forth in the Proxy Statement/Prospectus in the section entitled “Cyclerion Executive Compensation” beginning on page 207 and is incorporated herein by reference.
The information set forth in Item 5.02 of this Current Report on Form 8-K under the headings “Stock Incentive Plan” and “Departure of Directors and Certain Officers” is incorporated herein by reference.
The information set forth in the section of the Proxy Statement/Prospectus entitled “Management Following the Merger—Board Committees—Compensation Committee” beginning on page 384 is incorporated herein by reference.
Certain Relationships and Related Party Transactions
The information set forth in the section of the Proxy Statement/Prospectus entitled “Certain Relationships and Related Party Transactions of the Combined Company” beginning on page 386 is incorporated herein by reference.
Director Independence
Nasdaq listing rules have objective tests and a subjective test for determining who is an “independent director.” The subjective test states that an independent director must be a person who lacks a relationship that, in the opinion of the board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Subject to specified exceptions, each member of a listed company’s audit, compensation and nominating committees must be independent, and audit and compensation committee members must satisfy additional independence criteria.
The newly constituted board of directors of the Company (the “Board”) has determined that each of Andrew Gottesdiener, M.D., Heidi Henson, Tomas Kiselak, Michelle Pernice and Nimish Shah, each of whom is a current member of the Board, qualifies as an “independent director” as defined under the Nasdaq listing rules. Jonathan Violin, Ph.D., the Company’s Chief Executive Officer and President, does not qualify as an independent director. In making these determinations, the Board considered the current and prior relationships that each director has with Cyclerion and Korsana and all other facts and circumstances that the Board deemed relevant in determining the independence of each director, including the interests of each director in the Merger, any relevant related party transactions and the beneficial ownership of securities of Cyclerion, Korsana or the Company by each director.
The Board has also determined that each member of the Audit Committee of the Board (the “Audit Committee”), the Compensation Committee of the Board (the “Compensation Committee”) and the Nominating and Corporate Governance Committee of the Board (the “Nominating and Corporate Governance Committee”) is independent and satisfies the relevant independence requirements for such committees under the Nasdaq listing rules and the Exchange Act and that each member of the Compensation Committee is a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act.
The information set forth in Item 5.02 of this Current Report on Form 8-K under the heading “Committees of the Board of Directors” is incorporated herein by reference.
Legal Proceedings
The information set forth in the section of the Proxy Statement/Prospectus entitled “Korsana’s Business—Legal Proceedings” on page 345 is incorporated herein by reference.
Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters
Shares of Cyclerion common stock were historically listed on The Nasdaq Capital Market of the Nasdaq Stock Market under the symbol “CYCN.” On September 9, 2026, shares of Company common stock were listed on The Nasdaq Capital Market of the Nasdaq Stock Market under the symbol “KRSA.”
As of the Closing Date and following the completion of the Merger, and after giving effect to the Reverse Stock Split legally effected on September 8, 2026, the Company had approximately 45,541,425 shares of Company common stock issued and outstanding held of record by approximately 130 holders. The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose shares of Company common stock are held of record by banks, brokers and other financial institutions.
The information set forth in the section of the Proxy Statement/Prospectus entitled “Market Price and Dividend Information—Dividends” on page 32 is incorporated herein by reference.
Description of Registrant’s Securities
The information set forth in the Proxy Statement/Prospectus in the section entitled “Description of Cyclerion Capital Stock” beginning on page 409 is incorporated herein by reference.
Indemnification of Directors and Officers
The Company’s restated articles of organization, as amended (the “Articles”), provide that the liability of the Company’s directors for damages for any breach of fiduciary duty shall be limited to the fullest extent permitted by law. The Company’s amended and restated bylaws (the “Bylaws”) also provide that the Company will indemnify, and advance funds to and reimburse expenses of, the Company’s directors and officers that have been appointed by the Board to the fullest extent permitted by law, and that the Company may indemnify, and advance funds to and reimburse expenses of, such other officers and employees as determined by the Board. The right of indemnification provided under the Bylaws is in addition to and not exclusive of any other rights to which any of the Company’s directors, officers or any other persons may otherwise be lawfully entitled. The Company has also entered into indemnification agreements with its directors and officers, and the Company carries insurance policies insuring its directors and officers against certain liabilities that they may incur in their capacity as directors and officers.
Part 8 of the Massachusetts Business Corporation Act (the “MBCA”) authorizes the provisions, described above, that are contained in the Articles and the Bylaws. In addition, Sections 8.30 and 8.42 of the MBCA provide that if an officer or director discharges his or her duties in good faith and with the care that a person in a like position would reasonably exercise under similar circumstances and in a manner the officer or director reasonably believes to be in the best interests of the corporation, he or she will not be liable for such action.
The foregoing description of the Articles and the Bylaws does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Articles and the Bylaws, copies of which are attached hereto as Exhibits 3.1 through 3.7, and are incorporated herein by reference.
The Company obtained insurance that covers certain liabilities of its directors and officers, effective as of September 8, 2026.
The information set forth in Item 1.01 of this Current Report on Form 8-K under the heading “Indemnification Agreements” is incorporated herein by reference.
The information set forth in the section of the Proxy Statement/Prospectus entitled “The Merger Agreement—Indemnification and Insurance for Directors and Officers” beginning on page 182 is incorporated herein by reference.
Financial Information and Supplementary Data
The information set forth under Item 9.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 2.02 Results of Operations and Financial Condition.
The unaudited interim condensed consolidated financial statements of Korsana as of and for the six months ended June 30, 2026 and the related notes thereto are attached hereto as Exhibit 99.2 and are incorporated herein by reference.
Korsana’s Management’s Discussion and Analysis of Financial Condition and Results of Operations as of and for the six months ended June 30, 2026 is attached hereto as Exhibit 99.3 and is incorporated herein by reference.
The unaudited pro forma condensed combined financial information of Cyclerion and Korsana as of and for the six months ended June 30, 2026 and twelve months ended December 31, 2025 and the related notes thereto are attached hereto as Exhibit 99.4 and are incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
To the extent required by this Item, the information included in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. The PIPE Securities were offered and sold in transactions exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on Section 4(a)(2) thereof. Each of the investors represented that it was an “accredited investor,” as defined in Regulation D, and acquired the PIPE Securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. Neither this Current Report on Form 8-K nor any of the exhibits attached hereto is an offer to sell or the solicitation of an offer to buy the PIPE Securities or any other securities of the Company or Korsana.
Item 3.03 Material Modification to Rights of Security Holders.
Cyclerion held the Annual Meeting on August 26, 2026. At the Annual Meeting, Cyclerion’s shareholders approved, among other matters, articles of amendment to the Articles to (i) increase the number of authorized shares of Cyclerion common stock from 400,000,000 shares to 700,000,000 shares (the “Authorized Share Increase”), and (ii) effect the Reverse Stock Split, in each case as described in the Proxy Statement/Prospectus. Following the Annual Meeting, Cyclerion’s board of directors approved the Reverse Stock Split at a ratio of 1-for-7. On September 8, 2026, Cyclerion filed articles of amendment to the Articles with the Secretary of the Commonwealth of Massachusetts designating the Company Series B Preferred Stock, effective immediately upon filing (the “Series B Articles of Amendment”). To effect the Reverse Stock Split, Cyclerion filed articles of amendment to the Articles with the Secretary of the Commonwealth of Massachusetts (the “Reverse Stock Split Articles of Amendment”), with an effective time of 8:46 a.m., Eastern Daylight Time, on September 8, 2026 (the “Reverse Stock Split Articles of Amendment Effective Time”). To effect the Company Name Change, Cyclerion filed articles of amendment to the Articles with the Secretary of the Commonwealth of Massachusetts (the “Name Change Articles of Amendment”), with an effective time of 8:50 a.m., Eastern Daylight Time, on September 8, 2026.
As of the Reverse Stock Split Articles of Amendment Effective Time, every seven shares of Company common stock issued and outstanding immediately prior to the Reverse Stock Split were automatically and without further action on the part of the Company or any holders of such Company common stock, combined into one share of Company common stock. Immediately following the Reverse Stock Split and Merger, there were approximately 45.5 million shares of Company common stock issued and outstanding.
No fractional shares of Company common stock were issued as a result of the Reverse Stock Split. Instead, any shareholder who would otherwise be entitled to a fractional share of Company common stock as a result of the Reverse Stock Split (after aggregating all fractions of a share to which such shareholder would otherwise be entitled) is, in lieu thereof, entitled to receive a cash payment equal to the product of such resulting fractional interest in one share of Company common stock multiplied by the closing price per share as reported by Nasdaq on September 8, 2026. Following the Reverse Stock Split, the Company common stock was represented by a new CUSIP number (23255M303). The Company common stock had no par value per share both immediately before and immediately after the Reverse Stock Split.
The foregoing descriptions of the Reverse Stock Split Articles of Amendment, Name Change Articles of Amendment and Series B Articles of Amendment do not purport to be complete and are subject to and qualified in their entirety by the full text of the Reverse Stock Split Articles of Amendment, Name Change Articles of Amendment and Series B Articles of Amendment, copies of which are attached hereto as Exhibits 3.4, 3.5 and 3.6, respectively, and are incorporated herein by reference.
Item 5.01 Changes in Control of the Registrant.
The information set forth in the “Introductory Note” regarding the Merger above, the information set forth in Item 2.01 of this Current Report on Form 8-K in the section entitled “Security Ownership of Certain Beneficial Owners
and Management” regarding the Board and executive officers following the Merger and the information set forth in Item 5.02 of this Current Report on Form 8-K regarding the Board and executive officers following the Merger is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Directors and Certain Officers
On September 8, 2026, Errol B. De Souza, Ph.D., Regina M. Graul, Ph.D., Peter M. Hecht, Ph.D., Michael Higgins, Steven E. Hyman, M.D. and Dina Katabi, Ph.D. resigned from the Company’s board of directors and its committees on which they respectively served, which resignations were not the result of any disagreements with the Company relating to the Company’s operations, policies or practices.
In addition, on September 8, 2026, Regina M. Graul, Ph.D., Cyclerion’s President and Chief Executive Officer, and Rhonda M. Chicko, Cyclerion’s Chief Financial Officer, each resigned as an executive officer of the Company at the Closing. Subject to execution of a release, Dr. Graul is eligible to receive the severance benefits and transaction bonus described in the Proxy Statement/Prospectus in the section entitled “Cyclerion Executive Compensation”.
The departures of Dr. Graul and Ms. Chicko were not the result of any disagreement with the Company relating to the Company’s operations, policies or practices.
Stock Incentive Plan
On July 16, 2026, Cyclerion’s board of directors approved the Korsana Biosciences, Inc. 2026 Stock Incentive Plan (the “2026 Stock Plan”), subject to shareholder approval and the consummation of the Merger. On August 26, 2026, Cyclerion’s shareholders approved the 2026 Stock Plan at the Annual Meeting. The purpose of the 2026 Stock Plan is to promote and closely align the interests of employees, officers, non-employee directors and other individual service providers of the Company and its shareholders by providing stock-based compensation and other performance-based compensation. The initial share pool under the 2026 Stock Plan is 6,092,348 shares of Company common stock. The shares of Company common stock that may be issued under the 2026 Stock Plan will be automatically increased on January 1 of each year beginning in 2027 and ending with a final increase on January 1, 2036, in an amount equal to 5% of the diluted shares (including outstanding shares of Company common stock and shares of Company common stock issuable upon conversion of outstanding preferred stock and exercise of outstanding pre-funded warrants) on the preceding December 31, unless a lower (or no) increase is determined by the Compensation Committee. Only 60,000,000 shares of Company common stock may be issued under the 2026 Stock Plan as incentive stock options. In connection with the effectiveness of the 2026 Stock Plan, no further awards will be granted under Cyclerion’s 2019 Equity Incentive Plan, and in connection with the effectiveness of the 2026 ESPP (as defined below), Cyclerion’s 2019 Employee Share Purchase Plan was terminated and no further shares will be issued thereunder.
The foregoing description of the 2026 Stock Plan is not complete and is subject to and qualified in its entirety by reference to the complete text of the 2026 Stock Plan, a copy of which is attached hereto as Exhibit 10.9 and incorporated herein by reference.
Employee Stock Purchase Plan
On July 16, 2026, Cyclerion’s board of directors approved the Korsana Biosciences, Inc. 2026 Employee Stock Purchase Plan (the “2026 ESPP”), subject to shareholder approval and the consummation of the Merger. On August 26, 2026, Cyclerion’s shareholders approved the 2026 ESPP at the Annual Meeting. The purpose of the 2026 ESPP is to provide employees of the Company and its designated subsidiaries with an opportunity to purchase shares of Company common stock through accumulated contributions. The 2026 ESPP, and the rights of participants to make purchases thereunder, is intended to qualify under Section 423 of the Code; however, sub-plans that do not meet the requirements of Section 423 of the Code may be established for the benefit of eligible employees of non-U.S. subsidiaries of the Company. The initial share pool under the 2026 ESPP is 550,512 shares of Company common stock. The shares of Company common stock that may be issued under the 2026 ESPP will be automatically
increased on January 1 of each year beginning in 2027 and ending with a final increase on January 1, 2036 in an amount equal to the lesser of 1% of the diluted shares (including outstanding shares of Company common stock and shares of Company common stock issuable upon conversion of outstanding preferred stock and exercise of outstanding pre-funded warrants) on the preceding December 31 or 2,000,000, unless a lower (or no) increase is determined by the Compensation Committee.
The foregoing description of the 2026 ESPP is not complete and is subject to and qualified in its entirety by reference to the complete text of the 2026 ESPP, a copy of which is attached hereto as Exhibit 10.10 and incorporated herein by reference.
Appointment of Directors and Certain Officers
On September 8, 2026, the Board appointed Jonathan Violin, Ph.D. as the Company’s Chief Executive Officer and President, Mark Vignola, Ph.D. as the Company’s Chief Financial Officer and Matthew Leoni, M.D. as the Company’s Chief Medical Officer, each to serve at the discretion of the Board.
On September 8, 2026, the Board fixed its size at six members and appointed the following six individuals to the Board: Andrew Gottesdiener, M.D., Heidi Henson, Tomas Kiselak, Michelle Pernice, Nimish Shah and Jonathan Violin, Ph.D. In connection with his appointment to the Board, Tomas Kiselak was also appointed as Chair of the Board.
Pursuant to the Series B Articles of Amendment, at all times when at least 30% of the originally issued Company Series B Preferred Stock remains issued and outstanding, (i) the holders of the Company Series B Preferred Stock, exclusively and voting together as a separate class on an as-converted basis, are entitled to elect four directors (the “Preferred Directors”) and (ii) the holders of Company common stock and of any other class or series of voting stock, exclusively and voting together as a single class on an as-converted basis, are entitled to elect the balance of the total number of directors. Each Preferred Director is entitled to three votes on each matter presented to the Board. Andrew Gottesdiener, M.D., Tomas Kiselak, Michelle Pernice and Nimish Shah serve as the Preferred Directors, and Heidi Henson and Jonathan Violin, Ph.D. serve as the two at-large directors. The four Preferred Directors represent, in the aggregate, approximately 86% of the total votes of the Board.
Other than as disclosed in the section of the Proxy Statement/Prospectus entitled “Certain Relationships and Related Party Transactions of the Combined Company,” beginning on page 386 and incorporated herein by reference, none of the Company’s newly appointed officers or directors has a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Other than the Merger Agreement and the Series B Articles of Amendment, pursuant to which the holders of the Company Series B Preferred Stock are entitled to elect the Preferred Directors, there are no arrangements or understandings between the Company’s officers or directors and any other person pursuant to which such officers or directors were selected as an officer or a director. There are no family relationships among any of the Company’s directors and officers.
Each of the newly appointed principal officer’s and director’s biographical information is set forth below.
Jonathan Violin, Ph.D. Dr. Violin, age 50, has served as Korsana’s Chief Executive Officer and President since August 2025 and as a member of the Korsana Board since September 2025. Prior to joining Korsana, Dr. Violin served as the interim Chief Executive Officer and President of Crescent Biopharma, Inc. (Nasdaq: CBIO) from October 2024 to March 2025. Dr. Violin served as President, Chief Executive Officer and member of the board of directors of Viridian Therapeutics, Inc. (Nasdaq: VRDN), a biopharmaceutical company, from January 2021 to February 2023, and he previously served as President and Chief Operating Officer of Viridian from October 2020 until January 2021. Dr. Violin was the Co-Founder of Viridian’s predecessor and led its operations from April 2020 to its acquisition. Dr. Violin has served as a member of the board of directors of Crescent Biopharma, Inc. (Nasdaq: CBIO) since October 2024 and Dianthus Therapeutics, Inc. (Nasdaq: DNTH), a biotechnology company he co-founded, since July 2019. Dr. Violin also co-founded Quellis Biosciences, Inc., a biotechnology company (acquired by Astria Therapeutics, Inc. (Nasdaq: ATXS), formerly Catabasis Pharmaceuticals, Inc.), in 2018 and served on the Astria Therapeutics board of directors from January 2021 until its acquisition by BioCryst Pharmaceuticals in January 2026. Prior to that, Dr. Violin co-founded and helped lead Trevena Inc. (Nasdaq: TRVN), a biotechnology company, in various roles from 2008 until November 2018, including most recently as Senior Vice President,
Scientific Affairs and Investor Relations Officer. Dr. Violin received a Ph.D. from the Department of Pharmacology in the Biomedical Sciences Program at the University of California, San Diego, an M.B.A. with a concentration in Health Sector Management from the Fuqua School of Business at Duke University, and a B.S. in Chemical Pharmacology from Duke University.
The Company believes that Dr. Violin is qualified to serve as a member of the Company’s board of directors because of his extensive experience and innovations in the field of biotechnology, his leadership experience as chief executive officer of several public biotechnology companies, and his academic expertise and accomplishments.
Mark Vignola, Ph.D. Dr. Vignola, age 49, has served as Korsana’s Chief Financial Officer since March 2026. Prior to joining Korsana, Dr. Vignola served as the Chief Financial Officer of Terns Pharmaceuticals, Inc. (Nasdaq: TERN), a clinical-stage biopharmaceutical company, from August 2020 to February 2025, where he led the company’s crossover financing, initial public offering, and multiple follow-on offerings. Previously, Dr. Vignola was the Chief Financial Officer at Applied Therapeutics, Inc., a clinical-stage biopharmaceutical company where he led several financing rounds, from May 2019 to May 2020. Earlier in his career, Dr. Vignola was Head of Corporate Development and Investor Relations at Intercept Pharmaceuticals, Inc. and a biotechnology equity research analyst at Needham & Company. Dr. Vignola earned his B.S. in Biology from Boston College and his Ph.D. in Molecular Genetics and Microbiology from Duke University.
Matthew Leoni, M.D. Dr. Leoni, age 51, has served as Korsana’s Chief Medical Officer since August 2026. Prior to joining Korsana, Dr. Leoni served as Chief Medical Officer of Merida Biosciences, Inc., a privately held biotechnology company developing therapies for autoimmune and allergic diseases, from 2024 to 2026, which he joined following its Series A financing and where he built the company’s development organization and advanced its lead program through clearance of its investigational new drug application and into the clinic. Previously, Dr. Leoni served as Senior Vice President of Development at Cerevel Therapeutics Holdings, Inc. (Nasdaq: CERE), a clinical-stage biopharmaceutical company focused on neuroscience, from 2019 to 2024, where he was a member of the company’s founding leadership team and helped guide the organization through multiple clinical milestones, its initial public offering and its subsequent acquisition by AbbVie Inc. (NYSE: ABBV). Earlier in his career, Dr. Leoni held clinical development leadership roles at Otsuka Pharmaceutical Co., Ltd., Novartis AG (NYSE: NVS), Galderma Group AG and Immunomedics, Inc. Dr. Leoni received his M.D. from the University of Pennsylvania School of Medicine, an M.B.A. in Pharmaceutical Management from Drexel University and a B.A. in Biology from Franklin & Marshall College.
Andrew Gottesdiener, M.D. Dr. Gottesdiener, age 35, has served as a member of the Korsana board of directors since November 2024. Dr. Gottesdiener is a partner at Venrock Healthcare Capital Partners, an investment firm, in its New York office, where he focuses on healthcare investments. Dr. Gottesdiener is also a co-founder of Apogee Therapeutics, Inc. (Nasdaq: APGE), a clinical stage biotechnology company, and has served as a member of Apogee’s board since 2022. Prior to joining Venrock Healthcare Capital Partners full-time in September 2018, Dr. Gottesdiener earned his M.D. from Weill Cornell Medical College, during which time he received an HHMI summer fellowship for basic science research. He also has an M.B.A. from Columbia Business School. Dr. Gottesdiener received an A.B. in Economics from Washington University in St. Louis.
The Company believes Dr. Gottesdiener is qualified to serve as a member of the Company’s board of directors because of his extensive experience in the biotechnology industry providing leadership in biotechnology investments and his medical and research background.
Heidi Henson. Ms. Henson, age 61, has served as a member of the Korsana board of directors since June 2026. Ms. Henson served as Chief Financial Officer of Pardes Biosciences Inc. (Nasdaq: PRDS), a clinical-stage biopharmaceutical company, from January 2021 until its sale in September 2023. From April 2019 to July 2020, Ms. Henson served as Chief Financial Officer of Imbria Pharmaceuticals, Inc., a private biotechnology company, and from November 2018 to April 2019 she served as Chief Financial Officer of Respivant Sciences, a private clinical-stage biopharmaceutical company. From October 2014 to July 2018, Ms. Henson served as Chief Financial Officer of Kura Oncology, Inc. (Nasdaq: KURA), a biopharmaceutical company. Ms. Henson also served as Chief Financial Officer of Wellspring Biosciences, Inc., a private biopharmaceutical company, and its parent company Araxes Pharma LLC, from July 2012 to July 2018, and served as Secretary of Wellspring and Araxes from July 2012 to January 2015. From 2007 to March 2012, Ms. Henson served as the Vice President, Finance at Intellikine, Inc., a
private biopharmaceutical company, until its acquisition by Takeda Pharmaceutical Company Limited. Ms. Henson began her career in auditing at PricewaterhouseCoopers LLP, a public accounting firm, where she served both public and private companies. Ms. Henson has served on the boards of directors of Lisata Therapeutics, Inc. (Nasdaq: LSTA) since 2022, Pepgen, Inc. (Nasdaq: PEPG) since 2021 and Perspective Therapeutics, Inc. (NYSE: CATX) since 2023. She received a Bachelor’s of Accountancy from the University of San Diego and is a Certified Public Accountant (inactive) in the state of California.
The Company believes Ms. Henson is qualified to serve as a member of the Company’s board of directors because of her extensive financial experience in the biotechnology sector, as well as her experience serving on the boards of directors of numerous other biotechnology companies.
Tomas Kiselak. Mr. Kiselak, age 40, has served as a member of the Korsana board of directors since November 2024. Mr. Kiselak is a Founding Partner at Fairmount Funds Management LLC, a healthcare investment firm he co-founded in April 2016. Prior to Fairmount, he was a managing director at RA Capital Management, LLC, a healthcare and life science investment firm. Mr. Kiselak currently serves as the chairman of the board of directors of Viridian Therapeutics, Inc. (Nasdaq: VRDN) and has been a member of Viridian’s board since October 2020, and has served as a director for Apogee Therapeutics, Inc. (Nasdaq: APGE) since June 2023, Jade Biosciences, Inc. (Nasdaq: JBIO) since April 2025, Spyre Therapeutics, Inc. (Nasdaq: SYRE) since June 2023, Zenas BioPharma, Inc. (Nasdaq: ZBIO) since September 2020, and several private companies. Mr. Kiselak previously served as a director of Dianthus Therapeutics, Inc. (Nasdaq: DNTH) from September 2023 until March 2025. He received a B.S. in Neuroscience and Economics from Amherst College.
The Company believes Mr. Kiselak is qualified to serve as a member of the Company’s board of directors because of his experience advising and serving as a director of biotechnology companies and as a manager of funds specializing in the area of life sciences.
Michelle Pernice. Ms. Pernice, age 38, has served as a member of the Korsana board of directors since November 2024. Ms. Pernice is an Operating Partner at Fairmount Funds Management LLC, a healthcare investment firm. Prior to joining Fairmount in October 2023, Ms. Pernice served in global regulatory roles for numerous pharmaceutical and biotechnology companies, including Pardes Biosciences from 2021 to 2023, Dynavax Technologies Corp., a commercial-stage biopharmaceutical company, from 2019 to 2021, Amgen Inc. (Nasdaq: AMGN), a global biotechnology company, from 2014 to 2019, and Novartis AG (NYSE: NVS), a global pharmaceutical company, from 2012 to 2014, including development strategy across all phases of development, multiple modalities, and notable approvals. Ms. Pernice received her PharmD from St. John’s University and completed a post-PharmD fellowship through Rutgers University.
The Company believes Ms. Pernice is qualified to serve as a member of the Company’s board of directors because of her experience advising biotechnology companies and her background in global regulatory and development strategy.
Nimish Shah. Mr. Shah, age 48, has served as a member of the Korsana board of directors since November 2024. Mr. Shah is a Partner at Venrock Healthcare Capital Partners, an investment firm, where he focuses on the firm’s public and crossover biotech investments. Mr. Shah joined Venrock Healthcare Capital Partners in 2013 and has invested in public and private healthcare companies since 2010. Mr. Shah is also a co-founder and a member of the board of directors of Apogee Therapeutics, Inc. (Nasdaq: APGE), a clinical stage biotechnology company, where he has served since 2022. Mr. Shah previously served as a director for Instil Bio, Inc. (Nasdaq: TIL) until December 2021 and as a board observer for LianBio (Nasdaq: LIAN), Biohaven Ltd. (NYSE: BHVN), Viridian Therapeutics, Inc. (Nasdaq: VRDN), and Dianthus Therapeutics, Inc. (Nasdaq: DNTH). Mr. Shah holds a B.S. in Pharmacy from Rutgers College of Pharmacy, an M.P.H. from the Mailman School of Public Health at Columbia University, and an M.B.A. from Columbia Business School. He is a member of the Columbia Business School Healthcare and Pharmaceutical Management Advisory Board.
The Company believes that Mr. Shah is qualified to serve as a member of the Company’s board of directors because of his extensive investment management and finance experience in the healthcare sector, as well as his experience serving on the boards of directors of numerous other biotechnology companies.
Committees of the Board of Directors
Audit Committee
On September 8, 2026, Heidi Henson, Andrew Gottesdiener, M.D. and Nimish Shah were appointed to the Audit Committee, and Heidi Henson, an “audit committee financial expert” within the meaning of the SEC regulations, was appointed the chair of the Audit Committee.
Compensation Committee
On September 8, 2026, Heidi Henson and Tomas Kiselak were appointed to the Compensation Committee, and Tomas Kiselak was appointed the chair of the Compensation Committee.
Nominating Committee
On September 8, 2026, Andrew Gottesdiener, M.D. and Michelle Pernice were appointed to the Nominating and Corporate Governance Committee, and Michelle Pernice was appointed the chair of the Nominating and Corporate Governance Committee.
Non-Employee Director Compensation Program
Non-employee members of the Board are eligible to receive cash and equity compensation in accordance with our non-employee director compensation program. This program provides for the following annual cash retainers:
| Annual Retainer |
||||
| Board Retainers |
||||
| Chair |
$ | 70,000 | ||
| Non-Chair Member |
$ | 40,000 | ||
| Audit Committee Retainers: |
||||
| Chair |
$ | 20,000 | ||
| Non-Chair Member |
$ | 10,000 | ||
| Compensation Committee Retainers: |
||||
| Chair |
$ | 15,000 | ||
| Non-Chair Member |
$ | 7,500 | ||
| Nominating and Corporate Governance Committee Retainers |
||||
| Chair |
$ | 10,000 | ||
| Non-Chair Member |
$ | 5,000 | ||
In connection with the Company’s annual meeting of shareholders, each non-employee member of the Board will receive an annual grant of options to purchase shares of Company common stock equal to 0.044% of the Company, which will vest on the earlier of the next annual shareholder meeting or the first anniversary of the date of grant. In addition, in connection with a non-employee director’s initial appointment to the Board, such director will receive an initial grant of options to purchase shares of Company common stock equal to 0.088% of the Company, subject to vesting in equal monthly installments through the third anniversary of the date of grant. In accordance with this program, each of Dr. Gottesdiener, Mr. Kiselak, Ms. Pernice, and Mr. Shah received an initial grant of 48,445 stock options, with a grant date of September 9, 2026. Ms. Henson previously received stock options for shares of Korsana common stock, which converted into stock options for shares of the Company’s common stock in the Merger.
All members of the Board are also reimbursed for reasonable and documented out-of-pocket travel and lodging expenses incurred in connection with attending meetings and activities of the Board and its committees.
Executive Officer Compensation Arrangements
Immediately following the Closing, the Company entered into amended and restated offer letters with each of Jonathan Violin, Ph.D., Mark Vignola, Ph.D. and Matthew Leoni, M.D. (collectively, the “A&R Offer Letters”), each of which provides for at-will employment. The A&R Offer Letters supersede the offer letters previously in effect between Korsana and each such officer.
Under Dr. Violin’s A&R Offer Letter, he will receive an annual base salary of $655,000 and a target annual bonus of 55% of base salary. In the event of Dr. Violin’s termination without “cause” or resignation for “good reason,” he would be eligible for the following severance benefits under the A&R Offer Letter, subject to a release of claims: (i) if such termination occurs outside of the period beginning three months before and ending 12 months after a change in control of the Company (the “CIC Protection Period”), 12 months of base salary continuation, 12 months of subsidized benefits continuation, any bonus earned but unpaid for the prior year and acceleration of 30% of the unvested portion of his outstanding time-based equity awards or (ii) if such termination occurs during the CIC Protection Period, (a) 1.5 times the sum of his base salary and target bonus, payable in installments over 18 months, (b) 18 months of subsidized benefits continuation, (c) any bonus earned but unpaid for the prior year and (d) full acceleration of his outstanding time-based equity awards.
Under Dr. Vignola’s A&R Offer Letter, he will receive an annual base salary of $500,000 and a target annual bonus of 40% of base salary. In the event of Dr. Vignola’s termination without “cause” or resignation for “good reason,” he would be eligible for the following severance benefits under the A&R Offer Letter, subject to a release of claims: (i) if such termination occurs outside of the CIC Protection Period, 12 months of base salary continuation, 12 months of subsidized benefits continuation and any bonus earned but unpaid for the prior year or (ii) if such termination occurs during the CIC Protection Period, (a) 1.0 times the sum of his base salary and target bonus, payable in installments over 12 months, (b) 12 months of subsidized benefits continuation, (c) any bonus earned but unpaid for the prior year and (d) full acceleration of his outstanding time-based equity awards.
Under Dr. Leoni’s A&R Offer Letter, he will receive an annual base salary of $515,000 and a target annual bonus of 40% of base salary. Dr. Leoni’s A&R Offer Letter provides for the same severance benefits as described above under Dr. Vignola’s A&R Offer Letter.
Additional information regarding the compensation of Korsana’s named executive officers is set forth in the Proxy Statement/Prospectus in the section entitled “Korsana Executive Compensation” beginning on page 215 and is incorporated herein by reference.
The foregoing descriptions of the A&R Offer Letters do not purport to be complete and are subject to and qualified in their entirety by reference to the full text of the A&R Offer Letters, copies of which are attached hereto as Exhibits 10.19, 10.20 and 10.21, respectively, and are incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Amendments to Articles of Organization
The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.
On September 8, 2026, in connection with the Closing, the Board adopted a new Code of Business Conduct and Ethics of the Company (the “Code of Conduct”), effective as of such date. The Code of Conduct supersedes the existing Code of Business Conduct and Ethics, as previously adopted by Cyclerion’s board of directors (the “Existing Code of Conduct”). The Code of Conduct applies to all directors, officers and employees of the Company and is intended to enhance understanding of the Company’s standards of ethical business practices and promote awareness of ethical issues that may be encountered in carrying out a director’s, officer’s or employee’s responsibilities. Among other things, the Code of Conduct:
| • | establishes the Company’s policies and standards with respect to (i) conflicts of interest, gifts and corporate opportunities, (ii) fair dealing, confidential information, privacy and use of Company assets and systems, (iii) legal and regulatory compliance, insider trading and anti-corruption standards, including pursuant to the Foreign Corrupt Practices Act, (iv) the Company’s disclosure obligations and recordkeeping procedures, (v) anti-discrimination, equal employment opportunity and health and safety and (vi) international trade compliance; |
| • | establishes the Company’s whistleblower hotline and procedures for reporting potential violations; and |
| • | establishes the Company’s policies and procedures with respect to an amendment or waiver of the Code of Conduct. |
The adoption of the Code of Conduct did not result in any explicit or implicit waiver of any provision of the Existing Code of Conduct. The foregoing description of the Code of Conduct does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Code of Conduct, a copy of which is attached hereto as Exhibit 14.1 and is incorporated herein by reference.
Item 5.06 Change in Shell Company Status.
As a result of the Merger, the Company ceased to be a shell company (as defined in Rule 12b-2 of the Exchange Act) as of the Closing Date. The material provisions of the Merger Agreement are described in the Proxy Statement/Prospectus in the section entitled “The Merger Agreement” beginning on page 168 and are incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On September 8, 2026, the Company issued a press release announcing the consummation of the Merger, which is included in this Current Report on Form 8-K as Exhibit 99.1.
The exhibit furnished under Item 7.01 of this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
The unaudited interim condensed consolidated financial statements of Korsana as of and for the six months ended June 30, 2026 and the related notes thereto are attached hereto as Exhibit 99.2 and are incorporated herein by reference.
The audited consolidated financial statements of Korsana as of December 31, 2025 and 2024 and for the year ended December 31, 2025 and for the period from November 8, 2024 (inception) to December 31, 2024 and the related notes thereto are included in the Proxy Statement/Prospectus beginning on page F-43 and are incorporated herein by reference.
(b) Pro Forma Financial Information
The unaudited pro forma condensed combined financial information of Cyclerion and Korsana as of and for the six months ended June 30, 2026 and twelve months ended December 31, 2025 and the related notes thereto are attached hereto as Exhibit 99.4 and are incorporated herein by reference.
(d) Exhibits
| Exhibit |
Description | |
| 2.1† | Agreement and Plan of Merger and Reorganization, dated as of April 1, 2026, by and among Cyclerion Therapeutics, Inc., Cariboos Merger Sub Corp., Cariboos Merger Sub II, LLC and Korsana Biosciences, Inc. (incorporated by reference to Exhibit 2.1 to Cyclerion Therapeutics, Inc.’s Current Report on Form 8-K (File No. 001-38787), filed with the SEC on April 1, 2026). | |
| 2.2* | Amendment No. 1 to Agreement and Plan of Merger and Reorganization, dated as of April 17, 2026, by and among Cyclerion Therapeutics, Inc., Cariboos Merger Sub Corp., Cariboos Merger Sub II, LLC and Korsana Biosciences, Inc. | |
| 3.1 | Restated Articles of Organization of Cyclerion Therapeutics, Inc. (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-8 (File No. 333-230615), filed with the SEC on March 29, 2019). | |
| 3.2 | Articles of Amendment to the Restated Articles of Organization of Cyclerion Therapeutics, Inc., dated May 15, 2023 (incorporated by reference to Exhibit 3.1 to Cyclerion Therapeutics, Inc.’s Current Report on Form 8-K (File No. 001-38787), filed with the SEC on May 15, 2023). | |
| 3.3 | Articles of Amendment to the Restated Articles of Organization of Cyclerion Therapeutics, Inc., dated May 19, 2023, designating the Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to Cyclerion Therapeutics, Inc.’s Current Report on Form 8-K (File No. 001-38787), filed with the SEC on May 25, 2023). | |
| 3.4* | Articles of Amendment to the Restated Articles of Organization of Cyclerion Therapeutics, Inc., effective September 8, 2026 (Reverse Stock Split). | |
| 3.5* | Articles of Amendment to the Restated Articles of Organization of Cyclerion Therapeutics, Inc., effective September 8, 2026 (Name Change). | |
| 3.6* | Articles of Amendment to the Restated Articles of Organization of Cyclerion Therapeutics, Inc. designating the Series B Non-Voting Convertible Preferred Stock, effective September 8, 2026. | |
| 3.7 | Amended and Restated Bylaws of Cyclerion Therapeutics, Inc. (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-8 (File No. 333-230615), filed with the SEC on March 29, 2019). | |
| 4.1 | Form of Korsana Pre-Funded Warrant (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-4 (File No. 333-295175), filed with the SEC on April 20, 2026). | |
| 4.2* | Form of Merger Pre-Funded Warrant. | |
| 10.1 | Form of Korsana Support Agreement (incorporated by reference to Exhibit 10.1 to Cyclerion Therapeutics, Inc.’s Current Report on Form 8-K (File No. 001-38787), filed with the SEC on April 1, 2026). | |
| 10.2 | Form of Cyclerion Support Agreement (incorporated by reference to Exhibit 10.2 to Cyclerion Therapeutics, Inc.’s Current Report on Form 8-K (File No. 001-38787), filed with the SEC on April 1, 2026). | |
| 10.3 | Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.5 to Cyclerion Therapeutics, Inc.’s Current Report on Form 8-K (File No. 001-38787), filed with the SEC on April 1, 2026). | |
| 10.4 | Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.3 to Cyclerion Therapeutics, Inc.’s Current Report on Form 8-K (File No. 001-38787), filed with the SEC on April 1, 2026). | |
| 10.5††* | Contingent Value Rights Agreement, dated as of September 8, 2026, by and between Cyclerion Therapeutics, Inc. and Broadridge Corporate Issuer Solutions, LLC, as rights agent. | |
| 10.6* | Form of Indemnification Agreement for directors and officers of the Company. | |
| 10.7# | Korsana Biosciences, Inc. 2025 Equity Incentive Plan (incorporated by reference to Exhibit 10.19 to the Registration Statement on Form S-4 (File No. 333-295175), filed with the SEC on April 20, 2026). | |
| 10.8# | First Amendment to Korsana Biosciences, Inc. 2025 Equity Incentive Plan (incorporated by reference to Exhibit 10.20 to the Registration Statement on Form S-4/A (File No. 333-295175), filed with the SEC on July 9, 2026). | |
| 10.9#* | Korsana Biosciences, Inc. 2026 Stock Incentive Plan. | |
| 10.10#* | Korsana Biosciences, Inc. 2026 Employee Stock Purchase Plan. | |
| 10.11# | Form of Stock Option Agreement under the Korsana Biosciences, Inc. 2025 Equity Incentive Plan (incorporated by reference to Exhibit 10.21 to the Registration Statement on Form S-4 (File No. 333-295175), filed with the SEC on April 20, 2026). | |
| 10.12# | Form of Restricted Stock Purchase Agreement of Korsana Biosciences, Inc. (incorporated by reference to Exhibit 10.20 to the Registration Statement on Form S-4 (File No. 333-295175), filed with the SEC on April 20, 2026). | |
| 10.13††† | Paragon License Agreement, dated June 8, 2026, by and between Paragon Therapeutics, Inc. and Korsana Biosciences, Inc. (incorporated by reference to Exhibit 10.30 to the Registration Statement on Form S-4/A (File No. 333-295175), filed with the SEC on July 9, 2026). | |
| 10.14††† | Platform Option Agreement, effective as of October 16, 2025, by and among Paragon Therapeutics, Inc., Parasa Holding LLC and Korsana Biosciences, Inc. (incorporated by reference to Exhibit 10.30 to the Registration Statement on Form S-4/A (File No. 333-295175), filed with the SEC on June 9, 2026). | |
| 10.15††† | Paragon Research Letter Agreement, dated April 3, 2026, by and between Paragon Laboratories, Inc. and Korsana Biosciences, Inc. (incorporated by reference to Exhibit 10.31 to the Registration Statement on Form S-4/A (File No. 333-295175), filed with the SEC on June 9, 2026). | |
| 10.16††† | Cell Line License Agreement, effective as of December 2, 2024, by and between Korsana Biosciences, Inc. and WuXi Biologics Ireland Limited (incorporated by reference to Exhibit 10.32 to the Registration Statement on Form S-4/A (File No. 333-295175), filed with the SEC on June 9, 2026). | |
| 10.17††† | Amendment No. 1 to Cell Line License Agreement, effective as of March 2, 2026, by and between Korsana Biosciences, Inc. and WuXi Biologics Ireland Limited (incorporated by reference to Exhibit 10.33 to the Registration Statement on Form S-4/A (File No. 333-295175), filed with the SEC on June 9, 2026). | |
| 10.18††† | Biologics Master Services Agreement, dated as of December 12, 2024, by and between Korsana Biosciences, Inc. and WuXi Biologics (Hong Kong) Limited (incorporated by reference to Exhibit 10.34 to the Registration Statement on Form S-4/A (File No. 333-295175), filed with the SEC on June 9, 2026). | |
| 10.19#* | Amended and Restated Offer Letter, dated as of September 8, 2026, by and between Korsana Biosciences, Inc. and Jonathan Violin, Ph.D. | |
| 10.20#* | Amended and Restated Offer Letter, dated as of September 8, 2026, by and between Korsana Biosciences, Inc. and Mark Vignola, Ph.D. | |
| 10.21#* | Amended and Restated Offer Letter, dated as of September 8, 2026, by and between Korsana Biosciences, Inc. and Matthew Leoni, M.D. | |
| 14.1* | Code of Business Conduct and Ethics of Korsana Biosciences, Inc. | |
| 21.1* | List of Subsidiaries of Korsana Biosciences, Inc. | |
| 99.1* | Press Release, issued on September 8, 2026. | |
| 99.2* | Unaudited Interim Condensed Consolidated Financial Statements of Korsana Biosciences, Inc. as of and for the six months ended June 30, 2026. | |
| 99.3* | Management’s Discussion and Analysis of Financial Condition and Results of Operations of Korsana Biosciences, Inc. as of and for the six months ended June 30, 2026. | |
| 99.4* | Unaudited Pro Forma Condensed Combined Financial Statements of Korsana Biosciences, Inc. and Cyclerion Therapeutics, Inc. as of and for the six months ended June 30, 2026 and the year ended December 31, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| * | Filed herewith. |
| # | Indicates management contract or compensatory plan. |
| † | Exhibits and/or schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplementally copies of any of the omitted exhibits and schedules upon request by the SEC; provided, however, that the registrant may request confidential treatment pursuant to Rule 24b-2 under the Exchange Act for any exhibits or schedules so furnished. |
| †† | Portions of this exhibit (indicated by “[***]”) have been omitted in accordance with the rules of the Securities and Exchange Commission. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Korsana Biosciences, Inc. | ||||||
| (Registrant) | ||||||
| Date: September 11, 2026 | By: | /s/ Jonathan Violin | ||||
| Name: | Jonathan Violin, Ph.D. | |||||
| Title: | Chief Executive Officer and President | |||||
Exhibit 99.1
Korsana Biosciences Completes Closing of Merger with Cyclerion Therapeutics and Previously Announced Private Placement of $380 Million
Advancing lead program KRSA-028 toward the clinic, with Phase 1 healthy volunteer data expected mid-2027 and interim proof-of-concept data in Alzheimer’s patients anticipated by year-end 2027 or first quarter of 2028
Strong financial position with post-transaction cash and cash equivalents of approximately $475 million1 expected to fund operations into 2029
Shares to begin trading on Nasdaq under ticker symbol “KRSA” on September 9
WALTHAM, Mass., Sept. 08, 2026— Korsana Biosciences, Inc. (“Korsana” or the “Company”), a biotechnology company discovering and developing novel therapies to reduce the burden of neurodegenerative diseases, today announced the completion of its previously announced merger with Cyclerion Therapeutics, Inc. (“Cyclerion”). The combined company will operate under the name Korsana Biosciences, Inc., and its shares are expected to begin trading on the Nasdaq Capital Market on September 9, 2026, under the ticker symbol “KRSA.”
Immediately prior to the closing of the merger, Korsana completed a previously announced private financing of $380 million in gross proceeds from a syndicate of new and existing investors led by Fairmount and Venrock Healthcare Capital Partners, with participation from General Atlantic, TCGX, Forbion, Wellington Management, Commodore Capital, RA Capital Management, RTW Investments, Vivo Capital, Janus Henderson Investors, Foresite Capital, J.P. Morgan Life Sciences Private Capital, SR One, Sanofi Ventures, Kalehua Capital, Spruce Street Capital, and other leading investment management firms. The financing includes common stock and pre-funded warrants to purchase additional shares of common stock. This financing, together with existing cash, is expected to support the Company’s operations into 2029, including through multiple clinical milestones for KRSA-028.
Pursuant to the terms of the previously disclosed merger agreement, each outstanding share of Korsana common stock was converted into the right to receive approximately 0.2074 shares of common stock of the combined company, as adjusted for the reverse stock split of Cyclerion Therapeutics’ common stock at a ratio of 1-for-7 shares, effected immediately prior to the merger. The new CUSIP number for the combined company following the reverse stock split and merger is 23255M303. Following the completion of the reverse stock split, the private placement, and the merger, there are approximately 55.1 million shares of the combined company’s common stock and common stock equivalents outstanding, including shares of common stock underlying pre-funded warrants and Series B convertible preferred stock, and excluding shares underlying equity awards.
“Today marks the beginning of an exciting new chapter for Korsana. With an exceptional team, a strong financial foundation supported by leading biotechnology investors, and a pipeline of differentiated therapeutic candidates, we are well positioned to execute on our long-term vision,” said Jonathan Violin, Ph.D., Korsana’s President and Chief Executive Officer. “As we advance KRSA-028 toward the clinic, we remain focused on our mission to reduce the burden of neurodegenerative diseases by bringing forward innovative therapies for patients and caregivers.”
KRSA-028 is an investigational, next-generation shuttled antibody targeting amyloid beta for the treatment of Alzheimer’s disease. KRSA-028 leverages the proprietary Therapeutic Targeting (THETA™) technology platform, which combines clinically validated transferrin receptor (TfR1) and Fc engineering and is designed to improve brain delivery, safety, and convenience. The Company is advancing KRSA-028 toward the clinic, with Phase 1 healthy volunteer data expected in mid-2027 and interim proof-of-concept data evaluating amyloid plaque clearance in Alzheimer’s disease patients anticipated by the end of 2027 or the first quarter of 2028.
About Korsana Biosciences
Korsana Biosciences is committed to building best-in-class therapeutics with the goal of reducing the burden of neurodegenerative diseases for patients and caregivers. The Company’s lead program, KRSA-028, is a next-generation shuttled antibody targeting amyloid beta for the treatment of Alzheimer’s disease. KRSA-028 leverages Therapeutic Targeting (THETA™), a novel CNS shuttle technology developed in partnership with Paragon Therapeutics and designed to enable dramatically higher drug concentrations in the brain and overcome the limitations of earlier shuttle technologies. In addition, Korsana is advancing a pipeline of innovative therapies for neurodegenerative diseases. For more information, please visit www.korsana.com and follow the Company on LinkedIn.
Forward-Looking Statements
Certain statements in this press release, other than purely historical information, may constitute “forward-looking statements” within the meaning of the federal securities laws, including for purposes of the “safe harbor” provisions under the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, express or implied statements relating to Korsana’s expectations, hopes, beliefs, intentions or strategies regarding the future of its pipeline and business including, without limitation, Korsana’s ability to achieve the expected benefits or opportunities with respect to KRSA-028; the expected timelines of clinical data for KRSA-028; the potential benefits of the THETA technology platform; the sufficiency of the combined company’s cash, cash equivalents, and proceeds from the private placement to fund operations into 2029, including through multiple clinical milestones for KRSA-028; the expected number of shares of common stock and common stock equivalents outstanding following the transactions; and the timing of the combined company’s trading on the Nasdaq Capital Market with a new ticker symbol and CUSIP number. The words “opportunity,” “potential,” “milestones,” “pipeline,” “can,” “goal,” “strategy,” “target,” “anticipate,” “achieve,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “plan,” “possible,”
“project,” “should,” “will,” “would” and similar expressions (including the negatives of these terms or variations of them) may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements are based on current expectations and beliefs concerning future developments and their potential effects. There can be no assurance that future developments affecting Korsana will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond Korsana’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, risks related to those uncertainties and factors more fully described in Korsana’s most recent filings with the Securities and Exchange Commission (including the registration statement on Form S-4 (File No. 333-295175) filed by Cyclerion (now Korsana Biosciences, Inc.), as most recently amended on July 22, 2026 and declared effective by the SEC on July 24, 2026, as well as Korsana’s subsequent filings with the SEC, including Current Reports on Form 8-K), as well as risk factors associated with companies, such as Korsana, that operate in the biopharma industry. Should one or more of these risks or uncertainties materialize, or should any of Korsana’s assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Nothing in this communication should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements in this communication, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein. Korsana does not undertake or accept any duty to release publicly any updates or revisions to any forward-looking statements. This press release does not purport to summarize all of the conditions, risks and other attributes of an investment in Korsana.
Investor and Media Contact:
Eva Stroynowski
IR@korsana.com
Media@korsana.com
| 1 | Pro-forma cash as of June 30, 2026, including PIPE, net of projected deal costs. |
Exhibit 99.2
KORSANA BIOSCIENCES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(In thousands, except share and per share amounts)
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Assets |
||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ | 121,167 | $ | 154,135 | ||||
| Prepaid expenses and other current assets |
639 | 461 | ||||||
|
|
|
|
|
|||||
| Total current assets |
121,806 | 154,596 | ||||||
| Operating lease right-of-use asset |
1,024 | — | ||||||
| Property and equipment, net |
210 | — | ||||||
| Restricted cash |
101 | — | ||||||
| Other assets |
3,014 | — | ||||||
|
|
|
|
|
|||||
| Total assets |
$ | 126,155 | $ | 154,596 | ||||
|
|
|
|
|
|||||
| Liabilities, Convertible Preferred Stock and Stockholders’ Deficit |
||||||||
| Current liabilities: |
||||||||
| Accounts payable |
$ | 462 | $ | 176 | ||||
| Accrued expenses and other current liabilities (1) |
11,053 | 12,313 | ||||||
| Operating lease liability, current |
191 | — | ||||||
| Warrant liability, related party |
844 | — | ||||||
|
|
|
|
|
|||||
| Total current liabilities |
12,550 | 12,489 | ||||||
| Long term liabilities: |
||||||||
| Accrued other liabilities, non-current |
430 | 538 | ||||||
| Operating lease liability, non-current |
917 | — | ||||||
|
|
|
|
|
|||||
| Total liabilities |
13,897 | 13,027 | ||||||
|
|
|
|
|
|||||
| Commitments and contingencies (Note 11) |
||||||||
| Convertible preferred stock: |
||||||||
| Series Seed (formerly known as Series A) convertible preferred stock, $0.0001 par value; 20,000,000 shares authorized as of June 30, 2026 and December 31, 2025; 20,000,000 shares issued and outstanding as of June 30, 2026 and December 31, 2025; liquidation preference of $25,000 as of June 30, 2026 and December 31, 2025 |
24,964 | 24,964 | ||||||
| Series A convertible preferred stock, $0.0001 par value; 75,500,000 shares authorized as of June 30, 2026 and December 31, 2025; 75,500,000 shares issued and outstanding as of June 30, 2026 and December 31, 2025; liquidation preference of $151,000 as of June 30, 2026 and December 31, 2025 |
150,573 | 150,573 | ||||||
| Stockholders’ deficit: |
||||||||
| Common stock, $0.0001 par value; 139,763,552 and 122,363,552 shares authorized as of June 30, 2026 and December 31, 2025, respectively; 6,000,000 shares issued and outstanding as of June 30, 2026 and December 31, 2025 |
1 | 1 | ||||||
| Additional paid-in capital |
3,320 | 1,761 | ||||||
| Accumulated deficit |
(66,600 | ) | (35,730 | ) | ||||
|
|
|
|
|
|||||
| Total stockholders’ deficit |
(63,279 | ) | (33,968 | ) | ||||
|
|
|
|
|
|||||
| Total liabilities, convertible preferred stock and stockholders’ deficit |
$ | 126,155 | $ | 154,596 | ||||
|
|
|
|
|
|||||
| (1) | Includes related party amount of $5,751 as of June 30, 2026 and $10,565 as of December 31, 2025 (see Note 13). |
The accompanying notes are an integral part of these condensed consolidated financial statements.
KORSANA BIOSCIENCES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(UNAUDITED)
(In thousands, except share and per share amounts)
| Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Operating expenses: |
||||||||||||||||
| Research and development (1) |
$ | 15,514 | $ | 154 | $ | 26,991 | $ | 253 | ||||||||
| General and administrative |
2,937 | 68 | 6,220 | 112 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total operating expenses |
18,451 | 222 | 33,211 | 365 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Loss from operations |
(18,451 | ) | (222 | ) | (33,211 | ) | (365 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Other income: |
||||||||||||||||
| Interest income |
1,091 | 70 | 2,341 | 140 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total other income |
1,091 | 70 | 2,341 | 140 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net loss and comprehensive loss |
(17,360 | ) | (152 | ) | (30,870 | ) | (225 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net loss per share attributable to common stockholders, basic and diluted |
$ (3.42 | ) | $ | (0.08 | ) | $ | (6.12 | ) | $ | (0.11 | ) | |||||
|
|
|
|
|
|
|
|
|
|||||||||
| Weighted-average common shares outstanding, basic and diluted |
5,082,418 | 2,000,000 | 5,041,436 | 2,000,000 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| (1) | Includes related party amount of $7,387 and $16,177 for the three and six months ended June 30, 2026, respectively, and $13 and $36 for the three and six months ended June 30, 2025, respectively (see Note 13). |
The accompanying notes are an integral part of these condensed consolidated financial statements.
KORSANA BIOSCIENCES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND
STOCKHOLDERS’ (DEFICIT) EQUITY
(UNAUDITED)
(In thousands, except share and per share amounts)
| Convertible Preferred Stock |
Common Stock | Additional Paid-in Capital |
Accumulated Deficit |
Total Stockholders’ Deficit |
||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||
| Balances as of December 31, 2024 |
8,000,000 | $ | 9,964 | 5,000,000 | $ | 1 | $ | 153 | $ | (88 | ) | $ | 66 | |||||||||||||||||||
| Stock-based compensation |
— | — | — | — | 23 | — | 23 | |||||||||||||||||||||||||
| Net loss |
— | — | — | — | — | (73 | ) | (73 | ) | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Balances as of March 31, 2025 |
8,000,000 | $ | 9,964 | 5,000,000 | $ | 1 | $ | 176 | $ | (161 | ) | $ | 16 | |||||||||||||||||||
| Stock-based compensation |
— | — | — | — | 13 | — | 13 | |||||||||||||||||||||||||
| Net loss |
— | — | — | — | — | (152 | ) | (152 | ) | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Balances as of June 30, 2025 |
8,000,000 | $ | 9,964 | 5,000,000 | $ | 1 | $ | 189 | $ | (313 | ) | $ | (123 | ) | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Convertible Preferred Stock |
Common Stock | Additional Paid-in Capital |
Accumulated Deficit |
Total Stockholders’ Deficit |
||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||
| Balances as of December 31, 2025 |
95,500,000 | $ | 175,537 | 6,000,000 | $ | 1 | $ | 1,761 | $ | (35,730 | ) | $ | (33,968 | ) | ||||||||||||||||||
| Stock-based compensation |
— | — | — | — | 452 | — | 452 | |||||||||||||||||||||||||
| Net loss |
— | — | — | — | — | (13,510 | ) | (13,510 | ) | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Balances as of March 31, 2026 |
95,500,000 | $ | 175,537 | 6,000,000 | $ | 1 | $ | 2,213 | $ | (49,240 | ) | $ | (47,026 | ) | ||||||||||||||||||
| Stock-based compensation |
— | — | — | — | 892 | — | 892 | |||||||||||||||||||||||||
| Reclassification of vested RSA proceeds from liability-based to equity-based |
— | — | — | — | 215 | — | 215 | |||||||||||||||||||||||||
| Net loss |
— | — | — | — | — | (17,360 | ) | (17,360 | ) | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Balances as of June 30, 2026 |
95,500,000 | $ | 175,537 | 6,000,000 | $ | 1 | $ | 3,320 | $ | (66,600 | ) | $ | (63,279 | ) | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
KORSANA BIOSCIENCES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
| Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities: |
||||||||
| Net loss |
$ | (30,870 | ) | $ | (225 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||
| Stock-based compensation expense |
2,188 | 36 | ||||||
| Depreciation expense |
14 | — | ||||||
| Non-cash lease expense |
84 | — | ||||||
| Changes in operating assets and liabilities: |
||||||||
| Prepaid expenses and other current assets |
(178 | ) | (212 | ) | ||||
| Accounts payable |
286 | 3 | ||||||
| Accrued expenses and other liabilities (1) |
(1,557 | ) | 65 | |||||
|
|
|
|
|
|||||
| Net cash used in operating activities |
(30,033 | ) | (333 | ) | ||||
| Cash flows from investing activities: |
||||||||
| Purchases of property and equipment |
(224 | ) | — | |||||
|
|
|
|
|
|||||
| Net cash used in investing activities |
(224 | ) | — | |||||
| Cash flows from financing activities: |
||||||||
| Payment of deferred offering costs |
(2,610 | ) | — | |||||
|
|
|
|
|
|||||
| Net cash used in financing activities |
(2,610 | ) | — | |||||
|
|
|
|
|
|||||
| Net decrease in cash, cash equivalents, and restricted cash |
(32,867 | ) | (333 | ) | ||||
| Cash, cash equivalents, and restricted cash at beginning of period |
154,135 | 10,108 | ||||||
|
|
|
|
|
|||||
| Cash, cash equivalents, and restricted cash at end of period |
$ | 121,268 | $ | 9,775 | ||||
|
|
|
|
|
|||||
| Supplemental disclosure of non-cash financing activities: |
||||||||
| Deferred offering costs included in accrued expenses |
$ | 404 | $ | — | ||||
| Operating lease liability arising from obtaining right-of-use asset |
$ | 1,081 | $ | — | ||||
| (1) | Includes change in related party amount of $4,814 and $0 for the six months ended June 30, 2026 and June 30, 2025, respectively (see Note 13). |
The accompanying notes are an integral part of these condensed consolidated financial statements.
KORSANA BIOSCIENCES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands)
1. Nature of the Business and Basis of Presentation
Background and Basis of Presentation
Korsana Biosciences, Inc. and subsidiary (“Korsana” or the “Company”) is a biotechnology company that was established and incorporated under the laws of the state of Delaware on November 8, 2024. Korsana was founded and launched to research and develop antibody candidates licensed from Paragon Therapeutics, Inc. (“Paragon”), an antibody discovery engine founded by Fairmount Funds Management LLC (“Fairmount”). The Company is based in Waltham, Massachusetts. Korsana was formed to develop therapies built on Therapeutic Targeting (THETATM), a next generation blood-brain barrier (BBB) platform, with an initial focus on neurodegenerative disorders, including its lead product candidate, KRSA-028, an anti-amyloid beta (“Ab”) antibody that combines the proprietary Therapeutic Targeting (“THETA™”) platform with well-validated aspects from other anti-Ab products that have achieved regulatory approval or are in late-stage clinical trials.
The Company is subject to risks and uncertainties common to early-stage companies in the biopharmaceutical industry, including, but not limited to, the ability to complete preclinical and clinical trials, the ability to obtain regulatory approval for product candidates, development by competitors of new technological innovations, dependence on key personnel, the ability to attract and retain qualified employees, reliance on third-party organizations, protection of proprietary technology, compliance with government regulations, product liability, uncertainty of market acceptance of products and the ability to raise additional capital to fund operations.
The Company’s potential product candidates will require approval from the U.S. Federal Food and Drug Administration or comparable foreign authorities prior to the commencement of commercial sales. There can be no assurance that the Company’s potential product candidates will receive all the required approvals. In addition, there can be no assurance that the Company’s potential product candidates, if approved, will be accepted in the marketplace, that any future product candidates can be developed or manufactured at an acceptable cost and with appropriate performance characteristics, or that such product candidates will be successfully marketed, if at all.
On April 1, 2026, the Company entered into an Agreement and Plan of Merger with Cyclerion Therapeutics Inc. (“Cyclerion”) and Cariboos Merger Sub Corp and Cariboos Merger Sub II, LLC, both wholly owned subsidiaries of Cyclerion, which agreement was subsequently amended on April 17, 2026 (as amended, the “Merger Agreement”), pursuant to which, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Cariboos Merger Sub Corp will merge with and into Korsana, with Korsana continuing as a wholly owned subsidiary of Cyclerion and the surviving corporation (the “First Merger”). Immediately following the First Merger and as part of the same overall transaction, Korsana will merge with and into Cariboos Merger Sub II, LLC (the “Second Merger” and, together with the First Merger, the “Merger”), with Cariboos Merger Sub II, LLC being the surviving entity of the Second Merger.
In connection with the Merger, on April 1, 2026, Korsana and Cyclerion entered into Subscription Agreements with certain institutional and accredited investors, pursuant to which such investors have agreed, subject to the terms and conditions of such agreements, to purchase immediately prior to the consummation of the Merger, shares of Korsana common stock and pre-funded warrants at an estimated purchase price of $2.3648 per share and $2.3647 per warrant, for an aggregate purchase price of $380.0 million in a private placement (the “Korsana Pre-Closing Financing”). Shares of the Company’s common stock and pre-funded warrants to purchase shares of the Company’s common stock issued pursuant to the Korsana Pre-Closing Financing will be converted into shares of Cyclerion common stock and pre-funded warrants to purchase share of Cyclerion common stock in accordance with the Exchange Ratio at the effective time of the close of the transaction. Refer to Note 15 for subsequent events related to the closing of the transaction on September 8, 2026.
KORSANA BIOSCIENCES, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
Immediately prior to the consummation of the Merger on September 8, 2026, Cyclerion effected a one-for-seven reverse stock split of its common stock (the “Reverse Stock Split”).
The accompanying unaudited condensed consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Certain information and footnote disclosures normally included in the Company’s annual financial statements have been condensed or omitted. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the audited financial statements. In the opinion of management, the unaudited interim condensed consolidated financial statements reflect all normal recurring adjustments considered necessary for a fair presentation of the Company’s financial position and the results of its operations for the interim periods presented. The results of operations for the three and six months ended June 30, 2026 and 2025 are not necessarily indicative of the results that may be expected for the full year or any other subsequent interim period. The condensed consolidated financial statements include the financial statements of the Company and its wholly owned subsidiary, Korsana Securities Corporation. All significant intercompany accounts and transactions have been eliminated in the preparation of the accompanying condensed consolidated financial statements.
Going Concern
The Company has evaluated whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within twelve months of the date that the condensed consolidated financial statements are issued.
Since its inception, the Company has devoted substantially all of its resources to advancing the development of its portfolio of programs, organizing and staffing the Company, business planning, raising capital, and providing general and administrative support for these operations. Current and future programs will require significant research and development efforts, including preclinical and clinical trials, and regulatory approvals to commercialization. These efforts require significant amounts of additional capital, adequate personnel, and infrastructure. Even if the Company’s development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales. If the Company obtains regulatory approval for any of its potential product candidates and starts to generate revenue, it expects to incur significant expenses related to developing its internal commercialization capability to support product sales, marketing, and distribution. As a result, the Company will need substantial additional funding to support its operations. Until such time as the Company can generate significant revenue from product sales, if ever, the Company expects to finance its operating activities through a combination of equity offerings and debt financings. Adequate funding may not be available to the Company on acceptable terms, or at all. If the Company is unable to obtain additional funding, the Company will assess its capital resources and may be required to delay, reduce the scope of or eliminate some or all of its planned operations, which may have a material adverse effect on the Company’s business, financial condition, results of operations and ability to operate as a going concern. The financial statements do not include any adjustments that may result if the Company is not able to continue as a going concern.
The Company has not generated any revenue from product sales or other sources and has incurred significant operating losses and negative cash flows from operations since inception. The Company expects that its research and development and general and administrative costs will continue to increase significantly, including in connection with conducting future pre-clinical activities and clinical trials and manufacturing for its existing product candidates and any future product candidates to support commercialization and providing general and administrative support for its operations, including the costs associated with operating as a public company. The Company has incurred net losses of $17.4 million and $30.9 million during the three and six months ended June 30, 2026, respectively. As of June 30, 2026, the Company had an accumulated deficit of $66.6 million. As of June 30, 2026, the Company had $121.2 million in cash and cash equivalents.
KORSANA BIOSCIENCES, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
The Company’s management expects that the existing cash and cash equivalents that were primarily raised from Series Seed and Series A convertible preferred stock financings (see Note 5), together with proceeds of $380.0 million received from the closing of the Merger and Korsana Pre-Closing Financing (see Note 15), will be sufficient to fund the Company’s operating plans for at least twelve months from the date these condensed consolidated financial statements are available to be issued.
2. Summary of Significant Accounting Policies
The Company’s significant accounting policies are disclosed in Note 2 to its audited financial statements as of and for the year ended December 31, 2025 and as of December 31, 2024 and for the period from November 8, 2024 (inception) to December 31, 2024 and the related notes included in Cyclerion’s Registration Statement on Form S-4 most recently amended on July 22, 2026 and declared effective on July 26, 2026. Since the date of those financial statements, there have been no changes to the Company’s significant accounting policies except as noted below.
Cash, Cash Equivalents, and Restricted Cash
The following represents the Company’s cash, cash equivalents, and restricted cash (in thousands):
| June 30, 2026 | December 31, 2025 | |||||||
| Cash and cash equivalents |
$ | 121,167 | $ | 154,135 | ||||
| Restricted cash |
101 | — | ||||||
|
|
|
|
|
|||||
| Total cash, cash equivalents, and restricted cash |
$ | 121,268 | $ | 154,135 | ||||
|
|
|
|
|
|||||
The Company considers all short-term, highly liquid investments purchased with an original maturity of three months or less at the date of purchase to be cash equivalents. As of June 30, 2026, the Company’s restricted cash relates to a letter of credit for its office lease in Waltham, Massachusetts and is included in restricted cash in the Company’s condensed consolidated balance sheet. The carrying value of the restricted cash approximates fair value.
Property and Equipment
Property and equipment are stated at cost less accumulated depreciation. Depreciation expense is recognized using the straight-line method over the estimated useful life of each asset as follows:
| Estimated Useful Life (Years) | ||
| Leasehold improvements |
Lesser of the life of the asset or remaining lease term | |
| Furniture and fixtures |
5 years | |
| Computer software |
3 years |
Deferred Offering Costs
The Company capitalizes certain legal, professional, accounting, and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After the consummation of an equity financing, these costs are recorded as a reduction of the proceeds from the offering, either as a reduction of the carrying value of the common or preferred stock or in stockholders’ deficit as a reduction of additional paid-in capital generated as a result of the offering. Should the in-process equity financing be abandoned, the deferred offering costs would be expensed immediately as a charge to operating expenses in the statement of operations and comprehensive loss. As of June 30, 2026, deferred offering costs of $3.0 million were recorded as other assets in the condensed consolidated balance sheet.
KORSANA BIOSCIENCES, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
Leases
The Company evaluates arrangements entered into to determine whether or not it includes a lease. At the lease commencement date, when control of the underlying asset is transferred from the lessor to the Company, the Company classifies a lease as either an operating or finance lease and recognizes a right-of-use (“ROU”) asset and a current and non-current lease liability, as applicable, in the balance sheet if the lease has a term greater than one year. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise its option.
At the lease commencement date, operating lease liabilities and their corresponding ROU assets are recorded at the present value of future minimum lease payments over the expected remaining lease term. The Company determines the present value of lease payments using the implicit rate, if it is readily determinable, or the incremental borrowing rate for the lease term. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate to discount lease payments. The incremental borrowing rate represents an estimated rate of interest that the Company would have to pay to borrow equivalent funds on a collateralized basis at the lease commencement date. For operating leases, lease expense for lease payments is recognized on a straight-line basis over the lease term. For finance leases, lease expense includes amortization expense of the ROU asset recognized on a straight-line basis over the lease term and interest expense recognized on the finance lease liability. In addition, certain adjustments to the ROU asset may be required for items such as lease prepayments, incentives received or initial direct costs. As of June 30, 2026, the Company has one operating lease and no finance leases.
The Company accounts for lease and non-lease components related to operating leases for office space as a single lease component. The Company has elected that costs associated with leases having an initial term of 12 months or less are recognized in the condensed consolidated statement of operations and comprehensive loss on a straight-line basis over the lease term and are not recorded on its condensed consolidated balance sheets. Variable lease expense is recognized as incurred and consists primarily of real estate taxes, utilities, and other office space related expenses.
Recently Issued Accounting Pronouncement Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). The amendments in ASU 2024-03 require public entities to disclose specified information about certain costs and expenses. ASU 2024-03 is effective for the Company’s annual reporting period beginning after December 15, 2026 and interim reporting periods beginning after December 27, 2027, with early adoption permitted. The Company is currently evaluating the impact of this standard on its condensed consolidated financial statements.
3. Fair Value Measurements
The following tables present the Company’s fair value hierarchy for financial assets and liabilities measured (in thousands):
| June 30, 2026 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Assets: |
||||||||||||||||
| Money market funds |
$ | 107,291 | $ | — | $ | — | $ | 107,291 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total assets |
$ | 107,291 | $ | — | $ | — | $ | 107,291 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| December 31, 2025 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Assets: |
||||||||||||||||
| Money market funds |
$ | 149,096 | $ | — | $ | — | $ | 149,096 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total assets |
$ | 149,096 | $ | — | $ | — | $ | 149,096 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
Cash equivalents consist of money market funds, which were valued by the Company based on quoted market prices, which represent a Level 1 measurement within the fair value hierarchy. There were no transfers between Level 1, Level 2, or Level 3 during the six months ended June 30, 2026 and the year ended December 31, 2025.
KORSANA BIOSCIENCES, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
4. Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consisted of the following (in thousands):
| June 30, 2026 | December 31, 2025 | |||||||
| Accrued research and development (1) |
8,989 | 10,784 | ||||||
| Accrued professional and consulting (2) |
855 | 827 | ||||||
| Accrued employee compensation and benefits |
969 | 371 | ||||||
| Other accrued expenses |
240 | 331 | ||||||
|
|
|
|
|
|||||
| $ | 11,053 | $ | 12,313 | |||||
|
|
|
|
|
|||||
| (1) | Includes related party amount of $5,751 as of June 30, 2026 and $10,333 as of December 31, 2025. |
| (2) | Includes related party amount of $0 as of June 30, 2026 and $232 as of December 31, 2025. |
5. Convertible Preferred Stock
On November 21, 2024, the Company issued a total of 8,000,000 shares of the initial Series A Convertible Preferred Stock to Fairmount Healthcare Fund II L.P. (Fairmount Fund II), an affiliate fund of Fairmount, as well as to Venrock Healthcare Capital Partners EG L.P., Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Associates IX, L.P. and Venrock Partners IX, L.P., (collectively known as “Venrock”) at a purchase price of $1.25 per share for gross proceeds of $10.0 million. Of the 8,000,000 shares of initial Series A Convertible Preferred Stock issued, 4,000,000 shares of Series A Convertible Preferred Stock were issued to Fairmount Fund II and 4,000,000 shares of Series A Convertible Preferred Stock were issued to Venrock, both of which are considered related parties (see Note 13).
On September 11, 2025 (the “Additional Closing Date”), the Company issued an additional 12,000,000 shares of the initial Series A Convertible Preferred Stock to Fairmount Fund II and Venrock, at a purchase price of $1.25 per share for gross proceeds of $15.0 million (the “Additional Closing”). Of the 12,000,000 shares of initial Series A Convertible Preferred Stock issued, 6,000,000 shares of Series A Convertible Preferred Stock were issued to Fairmount Fund II and 6,000,000 shares of Series A Convertible Preferred Stock were issued to Venrock. Additionally, the Company and its stockholders decided to seek additional capital funding by authorizing up to 75,500,000 shares of a new series of preferred stock of the Company to be designated as the new “Series A Convertible Preferred Stock”. The Board of Directors amended the Amended and Restated Certificate of Incorporation (“ARCI”) to (i) change the name of the Company to “Korsana Biosciences, Inc.” from “Korsa Biosciences, Inc.”; (ii) reclassify each outstanding share of initial Series A Convertible Preferred Stock into a share of preferred stock of the Company to be designated as “Series Seed Convertible Preferred Stock” (collectively with the new Series A Convertible Preferred Stock, the “Convertible Preferred Stock”), which resulted in the reclassification of 20,000,000 shares of the initial Series A Convertible Preferred Stock issued and outstanding into shares of Series Seed Convertible Preferred Stock; (iii) designate the rights, preferences, privileges, and restrictions of the new Series A Convertible Preferred Stock, and facilitate the issuance and sale of such shares; and (iv) authorize 122,363,552 shares of common stock of the Company, $0.0001 par value per share and 95,500,000 shares of preferred stock of the Company, $0.0001 par value per share, of which 20,000,000 shares will be designated as Series Seed Convertible Preferred Stock and 75,500,000 shares will be designated as Series A Convertible Preferred Stock.
On September 15, 2025, the Company entered into the new Series A Preferred Stock Purchase Agreement to issue certain investors shares of Series A Convertible Preferred Stock, $0.0001 par value per share, at a purchase price of $2.00 per share. The Company issued 75,500,000 shares of the Series A Convertible Preferred Stock for gross proceeds of $151.0 million. Of the 75,500,000 shares of Series A Convertible Preferred Stock issued, 12,500,000 shares were issued to Fairmount and 12,500,000 shares were issued to Venrock.
KORSANA BIOSCIENCES, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
The holders of the Convertible Preferred Stock have the following rights and preferences:
Voting
The holders of Convertible Preferred Stock are entitled to vote, together with the holders of the Company’s common stock, on all matters submitted to stockholders for a vote. Each holder of outstanding shares of Convertible Preferred Stock is entitled to the number of votes equal to the number of shares of common stock into which the shares of preferred stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on such matter. A majority vote of the holders of Convertible Preferred Stock is required to liquidate or dissolve the Company, amend the certificate of incorporation or bylaws in a manner that adversely affects the rights of the Convertible Preferred Stock, reclassify common stock or establish another class of capital stock (unless the same ranks junior to the Convertible Preferred Stock with respect to its rights), create shares that would rank senior to or authorize additional shares of Convertible Preferred Stock, declare a dividend or make a distribution.
In addition, the holders of record of the shares of Series Seed Preferred Stock, voting together exclusively and as a separate class on an as-converted to Common Stock basis, shall be entitled to elect four directors of the Company. The holders of record of the shares of Series A Preferred Stock, voting together exclusively and as a separate class on an as-converted to Common Stock basis, shall be entitled to elect one director of the Company. The holders of shares of common stock and any other class or series of voting stock (including Convertible Preferred Stock), exclusively and voting together as a single class, are entitled to elect one director of the Company.
Conversion
Each share of Convertible Preferred Stock is convertible into common shares at the option of the holder, at any time, and without the payment of additional consideration by the holder. In addition, each share of Convertible Preferred Stock will be automatically converted into shares of common stock at the applicable conversion ratio then in effect upon either (i) the closing of the firm-commitment underwritten public offering of the Company’s common stock or the closing of a reverse merger transaction at which the price is at least $4.00 per share resulting in at least $75.0 million of gross proceeds to the Company, net of the underwriting discounts or commissions, or (ii) the vote or written consent of the holders of a majority of the outstanding shares of Convertible Preferred Stock, voting as a single class.
The conversion ratio of Convertible Preferred Stock is determined by dividing the original issue price by the conversion price in effect at the time of conversion. The original issue price is $1.25 per share for the Series Seed Convertible Preferred Stock and $2.00 per share for the Series A Convertible Preferred Stock (in each case subject to appropriate adjustment in the event of any stock split, stock dividend, combination or other similar recapitalization and other adjustments as set forth in the Company’s certificate of incorporation, as amended and restated). The conversion price is currently $1.25 per share for the Series Seed Convertible Preferred Stock and $2.00 per share for the Series A Convertible Preferred Stock. As of June 30, 2026, each outstanding share of Convertible Preferred Stock was convertible into common stock on a one-for-one basis.
Dividends
The Company may not declare, pay or set aside any dividends on shares of any other class or series of capital stock of the Company (other than dividends on shares of common stock payable in shares of common stock) unless the holders of the Convertible Preferred Stock then outstanding first receive, or simultaneously receive, a dividend on each outstanding share of Convertible Preferred Stock in an amount at least equal to (i) in the case of a dividend being distributed to common stock or any class or series that is convertible into common stock, the equivalent dividend on an as-converted basis or (ii) in the case of a dividend on any class or series that is not convertible into common stock, a dividend equal to a dividend rate on Convertible Preferred Stock calculated based on the respective original issue price of the Series A Convertible Preferred Stock and Series Seed Convertible Preferred Stock. Dividends are non-cumulative.
KORSANA BIOSCIENCES, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
For the six months ended June 30, 2026 and June 30, 2025, no dividends had been declared or paid by the Company.
Liquidation
In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, or upon the occurrence of a Deemed Liquidation Event (as defined below), the holders of shares of Convertible Preferred Stock then outstanding are entitled to be paid out of the assets or funds of the Company available for distribution to stockholders before any payment is made to the holders of common stock. The holders of Convertible Preferred Stock are entitled to an amount equal to the greater of (i) the applicable original issue price per share of the Convertible Preferred Stock, plus any declared but unpaid dividends thereon, or (ii) the amount per share that would have been payable had all shares of Convertible Preferred Stock been converted into common stock immediately prior to such liquidation, dissolution, winding up or Deemed Liquidation Event. If upon any such liquidation event, the assets or funds of the Company available for distribution to stockholders are insufficient to pay the full amount to which they are entitled, then the holders of shares of Convertible Preferred Stock in preference to any distributions to common stock will share rateably in any distribution of the assets or funds available for distribution in proportion to the respective amounts which would otherwise be payable if it were paid in full.
Unless the holders of a majority in voting power of the then outstanding shares of Convertible Preferred Stock elect otherwise, a Deemed Liquidation Event shall include a merger or consolidation (other than one in which stockholders of the Company own a majority by voting power of the outstanding shares of the surviving or acquiring corporation) or sale, lease, transfer, exclusive license or other disposition of all or substantially all of the Company’s assets.
Redemption
The Convertible Preferred Stock does not have redemption rights, except for the contingent redemption upon the occurrence of a Deemed Liquidation Event.
6. Common Stock
As of June 30, 2026 and December 31, 2025, the Company has the authority to issue a total of 139,763,552 and 122,363,552 shares of common stock, respectively, at a par value of $0.0001 per share. As of June 30, 2026 and December 31, 2025, the Company had 6,000,000 shares of common stock issued and outstanding in connection with restricted stock awards (“RSAs”), respectively. Unvested RSAs are considered legally issued and outstanding shares of common stock. Each share of common stock entitles the holder to one vote, together with the holders of Convertible Preferred Stock, on all matters submitted to the stockholders for a vote. The holders of common stock are entitled to receive dividends, if any, as declared by the Company’s Board of Directors, subject to the dividend rights of the holders of Convertible Preferred Stock.
As of June 30, 2026 and December 31, 2025, the Company had common stock reserved for future issuance as follows:
| June 30, 2026 |
December 31, 2025 |
|||||||
| Shares issuable upon conversion of Company Series Seed Preferred Stock |
20,000,000 | 20,000,000 | ||||||
| Shares issuable upon conversion of Company Series A Preferred Stock |
75,500,000 | 75,500,000 | ||||||
| Shares issuable upon exercise of warrants under the Parasa Warrant Obligation |
1,102,561 | 1,102,561 | ||||||
| Outstanding and issued stock options |
34,784,918 | 8,756,187 | ||||||
|
|
|
|
|
|||||
| Total shares of common stock reserved |
131,387,479 | 105,358,748 | ||||||
|
|
|
|
|
|||||
KORSANA BIOSCIENCES, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
7. Stock-Based Compensation
2025 Equity Incentive Plan
On September 11, 2025, the Board of Directors approved the 2025 Equity Incentive Plan (the “2025 Plan”), under which the Company may grant stock options, restricted stock awards, restricted stock units, or other stock-based awards to employees, officers, directors, consultants, and advisors. The 2025 Plan is administered by the Board of Directors, or, at the discretion of the Board of Directors, by a committee of the Board of Directors. The exercise prices, vesting and other restrictions are determined at the discretion of the Board of Directors, or its committee, if so delegated. Stock options granted under the 2025 Plan generally vest over four years, subject to the participant’s continued service, and expire after ten years. Upon adoption, the 2025 Plan authorized 20,584,336 shares of common stock reserved for issuance under the plan. On June 30, 2026, the 2025 Plan was amended to increase the number of shares of common stock reserved for issuance by 17,400,000. As of June 30, 2026, the total number of shares of common stock reserved for issuance under the 2025 Plan was 37,984,336 shares, with 2,199,418 shares of common stock available for future grants.
Stock Option Valuation
The fair value of each stock option grant is estimated on the grant date using the Black-Scholes option-pricing model. The Company is a private company and lacks company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price. For stock options with service-based vesting conditions, the expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” stock options. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. The expected dividend yield is based on the fact that the Company has never paid cash dividends on common stock and does not expect to pay any cash dividends in the foreseeable future.
The following table summarizes the weighted-average assumptions used in calculating the fair value of the awards during the six months ended June 30, 2026:
| Six Months Ended June 30, 2026 |
||||
| Expected term (in years) |
6.0 | |||
| Expected volatility |
86.5 | % | ||
| Risk-free interest rate |
4.2 | % | ||
| Dividend yield |
0.0 | % | ||
Stock Options
The following table summarizes the stock option activity for the six months ended June 30, 2026:
| Number of Options | Weighted Average Exercise Price |
Weighted Average Remaining Contractual Term (Years) |
Aggregate Intrinsic Value |
|||||||||||||
| Outstanding balance as of December 31, 2025 |
8,756,187 | $ | 0.86 | 9.8 | $ | — | ||||||||||
| Granted |
26,028,731 | 1.56 | 9.9 | — | ||||||||||||
|
|
|
|||||||||||||||
| Outstanding balance as of June 30, 2026 |
34,784,918 | $ | 1.38 | 9.8 | $ | 9,990 | ||||||||||
|
|
|
|||||||||||||||
| Vested and expected to vest, June 30, 2026 |
34,784,918 | $ | 1.38 | 9.8 | $ | 9,990 | ||||||||||
|
|
|
|||||||||||||||
| Exercisable as of June 30, 2026 |
1,464,663 | $ | 0.86 | 9.3 | $ | 1,179 | ||||||||||
|
|
|
|||||||||||||||
The weighted average grant-date fair value of stock options granted during the six months ended June 30, 2026 was $1.16. The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those stock options that had an exercise price lower than the fair value of the Company’s common stock. There were no stock options granted during the six months ended June 30, 2025.
KORSANA BIOSCIENCES, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
Restricted Stock Awards
On November 8, 2024, the Company’s Board of Directors approved the Restricted Stock Notice and Restricted Stock Purchase Agreement, under which Korsana issued and sold 5,000,000 RSAs to Paragon at a price of $0.02 per share. Paragon subsequently contributed 2,500,000 RSAs to Parasa Holding LLC (“Parasa”), an entity formed by Paragon as a vehicle to hold equity in the Company. The RSAs have performance-based vesting conditions only, which include a performance condition related to achieving a specified amount of Series A convertible preferred stock financing. The Company considers the probability of achieving the relevant performance condition and recognizes expense when the Company concludes it is probable that the performance condition will be achieved.
On November 21, 2024, the Company raised gross proceeds of $10.0 million in connection with the initial Series A Convertible Preferred Stock financing (see Note 5). Upon the initial issuance of Series A Convertible Preferred Stock to Fairmount and Venrock, 40% of the RSAs became vested under the performance condition and the Company recognized stock-based compensation expense associated with these RSAs.
On September 11, 2025, the Company raised gross proceeds of $15.0 million in connection with the Series A Convertible Preferred Stock Additional Closing (see Note 5). Upon the additional issuance of the initial Series A Convertible Preferred Stock to Fairmount and Venrock, 100% of the RSAs became vested under the performance condition and the Company recognized stock-based compensation expense associated with these RSAs.
On October 27, 2025, the Company issued and sold 1,000,000 RSAs to the Company’s chief executive officer. The RSAs issued and sold to the Company’s chief executive officer have service-based vesting conditions and vest over a four-year period, during which time all unvested shares are subject to forfeiture and the Company’s repurchase right in the event the holder’s services with the Company voluntarily or involuntarily terminate. The RSAs issued and sold to the Company’s chief executive officer were granted from the 2025 Plan. As these unvested RSAs are similar to early exercises of stock options, cash proceeds received for unvested RSAs issued to the Company’s chief executive officer were initially recorded as a liability and are reclassified to equity as vesting occurs. During the three months ended June 30, 2026, the Company reclassified $0.2 million of vested RSAs from liability to equity. As of June 30, 2026, $0.2 million and $0.4 million was recorded in accrued expenses and other current liabilities and accrued other liabilities, noncurrent, respectively, on the Company’s condensed consolidated balance sheet related to the unvested RSAs held by the chief executive officer subject to vesting and repurchase rights under the terms of the RSA agreement.
The following table summarizes the RSA activity for the six months ended June 30, 2026:
| Number of RSAs | Weighted Average Grant Date Fair Value |
|||||||
| Unvested balance as of December 31, 2025 |
1,000,000 | $ | 0.57 | |||||
| Vested |
(250,000 | ) | 0.57 | |||||
|
|
|
|
|
|||||
| Unvested balance as of June 30, 2026 |
750,000 | $ | 0.57 | |||||
|
|
|
|
|
|||||
During the three and six months ended June 30, 2026 and 2025, the Company recorded stock-based compensation expense of less than $0.1 million, respectively, related to the RSAs in the condensed consolidated statements of operations and comprehensive loss as general and administrative and research and development expense.
KORSANA BIOSCIENCES, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
Parasa Warrant Obligation
In September 2025, the Company entered into the Antibody Discovery and Option Agreement (the “Paragon ADOA”) with Paragon and Parasa (see Note 9). Under the terms of the Paragon ADOA, Parasa will be entitled to grants of warrants to purchase a number of shares equal to 1.00% of the then outstanding shares of the Company’s stock, on a fully diluted basis, on December 31, 2025 and December 31, 2026, with an exercise price equal to the fair market value of the underlying shares on the grant date as determined by the Board of Directors (the “Parasa Warrant Obligation”). If the term with respect to all research programs ends prior to the end of a calendar year, the warrant for such calendar year shall be pro-rated for that calendar year. The grant dates for the issuance of warrants was on December 31, 2025 (the “2025 Parasa Warrant Obligation”) and expected to be on December 31, 2026 (the “2026 Parasa Warrant Obligation”) (if the term with respect to all research programs is still active), respectively, as all terms of the award, including number of shares and exercise price, will be known by all parties on those dates. Parasa’s research and discovery related activities have a service inception date preceding the grant dates, with the full award being vested as of the grant date with no post-grant date service requirement. Accordingly, the Company records a liability for the warrants expected to be granted to Parasa as the related services are provided, with the value of the liability based on the estimated fair value of the warrants at each interim reporting date. For the three and six months ended June 30, 2026, $0.6 million and $0.8 million, respectively, was recognized as stock-based compensation expense related to the 2026 Parasa Warrant Obligation expected to be granted to Parasa on December 31, 2026 within research and development expense in the Company’s condensed consolidated statement of operations and comprehensive loss. On December 31, 2025, the fair value of the warrant obligation of $0.8 million was reclassified from accrued expenses to stockholders’ equity on the condensed consolidated balance sheet when the Company settled the 2025 Parasa Warrant Obligation by issuing Parasa a warrant to purchase 1,102,561 shares of Company Common Stock at an exercise price of $0.86 per share. The warrant issued on December 31, 2025 has a term of 10 years, is fully vested, and is exercisable in part or full at any time during the term of the warrant. As of June 30, 2026, the warrant issued under the 2025 Parasa Warrant Obligation is outstanding and unexercised.
The following table summarizes the assumptions used in calculating the fair value of the 2026 Parasa Warrant Obligation:
| June 30, 2026 | ||||
| Expected term (years) |
10.0 | |||
| Expected volatility |
86.4 | % | ||
| Risk-free interest rate |
4.4 | % | ||
| Dividend yield |
0.0 | % | ||
Stock-Based Compensation Expense
The following table summarizes the classification of the Company’s stock-based compensation expense in the condensed consolidated statements of operations and comprehensive loss (in thousands):
| Three Months Ended June 30, 2026 |
Three Months Ended June 30, 2025 |
Six Months Ended June 30, 2026 |
Six Months Ended June 30, 2025 |
|||||||||||||
| Research and development |
$ | 951 | $ | 13 | $ | 1,230 | $ | 36 | ||||||||
| General and administrative |
577 | — | 958 | — | ||||||||||||
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|
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|
|||||||||
| $ | 1,528 | $ | 13 | $ | 2,188 | $ | 36 | |||||||||
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As of June 30, 2026, total unrecognized compensation cost related to the unvested stock options was $33.9 million, which is expected to be recognized over a weighted average period of approximately 3.7 years. As of June 30, 2026, total unrecognized compensation cost related to the unvested RSAs was $0.4 million, which is expected to be recognized over a weighted average period of approximately 2.9 years. As of June 30, 2026, total unrecognized compensation cost related to the 2026 Parasa Warrant Obligation was $0.9 million, which is expected to be recognized over approximately 0.5 years.
KORSANA BIOSCIENCES, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
The following table summarizes the award types of the Company’s stock-based compensation expense in the condensed consolidated statements of operations and comprehensive loss (in thousands):
| Three Months Ended June 30, 2026 |
Three Months Ended June 30, 2025 |
Six Months Ended June 30, 2026 |
Six Months Ended June 30, 2025 |
|||||||||||||
| RSAs |
$ | 35 | $ | 13 | $ | 70 | $ | 36 | ||||||||
| Stock options |
857 | — | 1,274 | — | ||||||||||||
| Parasa Warrant Obligation |
636 | — | 844 | — | ||||||||||||
|
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|
|
|
|
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|
|
|||||||||
| $ | 1,528 | $ | 13 | $ | 2,188 | $ | 36 | |||||||||
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8. Income Taxes
There was no income tax provision recorded for the three and six months ended June 30, 2026 or 2025 and, therefore, the Company’s effective income tax rate was 0.0% for the three and six months ended June 30, 2026 and 2025. The effective income tax rate for the three and six months ended June 30, 2026 differed from the 21% federal statutory rate primarily due to the valuation allowance maintained against the Company’s net deferred tax assets.
9. Paragon Agreements
Paragon Antibody Discovery and Option Agreement
In September 2025, the Company entered the Paragon ADOA with Paragon and Parasa. Under the Paragon ADOA, Paragon identifies, evaluates, and develops antibodies against one or more mutually agreed therapeutic targets and a mutually agreed brain transit target. The Paragon ADOA covers Research Program 001 and Research Program 002, each targeting Ab and TfR1 (together the “Ab program”), and one undisclosed research program 003, with the ability to add additional programs by mutual agreement. The Company’s lead product candidate, KRSA-028, was developed from program 002.
Under the Paragon ADOA, Korsana has the exclusive option (each, an “ADOA Option”), on a Program-by-Program basis, to enter into a separate agreement with Paragon consistent with a set of pre-negotiated terms to further develop, manufacture and commercialize the resulting antibody transport vehicle compounds (each, a “License Agreement”). If the Company exercises an ADOA Option and finalizes a related License Agreement, it will be required on a program-by-program and product-by-product basis, to make one-time, non-refundable milestone payments of up to $46.0 million per product upon the achievement of specified clinical development and regulatory milestones, which amount is reduced by 50% for independently developed products directed to the same target combination. Additionally, the Company will be required to make tiered royalty payments in the low-to-mid single-digits beginning on the first commercial sale of each developed product. From time to time, the Company can choose to add additional targets by mutual agreement with Paragon. On March 19, 2026, the Company exercised its ADOA Option for Research Program 002. The Company made a $5.0 million milestone payment to Paragon in March 2026 related to the nomination of KRSA-028 as the development candidate for Research Program 002. On June 8, 2026, the Company entered into a license agreement with respect to the Ab program. The $5.0 million milestone payment made to Paragon in March 2026 related to the nomination of KRSA-028 as the development candidate for Research Program 002 will not be owed again under the license agreement.
Under the terms of the Paragon ADOA, Paragon agreed to perform certain research activities to discover, generate, identify, and characterize one or more antibody candidates directed to certain mutually agreed therapeutic targets of interest to Korsana (each, a “Research Program”), and certain administrative activities. The Paragon ADOA requires Korsana, Paragon, and Parasa to develop a research plan for each target that includes design, modelling, synthesis, evaluation, and other mutually agreed activities (each, a “Research Plan”), which activities may include performing preclinical studies. Korsana is required to pay a one-time nonrefundable, non-creditable fee of $1.0 million (the “Research Initiation Fee”) within 30 days following finalization of the Research Plan for each such Research
KORSANA BIOSCIENCES, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
Program. Paragon will perform the activities set forth in each Research Plan on the timelines set forth in such Research Plan and in compliance with a mutually agreed budget. Korsana will reimburse Paragon for the costs of performing the development activities set forth in the Research Plan, plus an agreed-upon margin charged by Paragon. Korsana made an upfront payment to Paragon when they entered into the Paragon ADOA to cover the cost of work completed by Paragon for the selected Research Programs prior to the effective date. Each Research Program is overseen and coordinated by a joint development committee consisting of two employees from Korsana and two employees from Paragon, with Korsana and Paragon each having one vote with respect to decisions of the committee. When Paragon and Parasa have produced an antibody against a selected target, and upon the completion of each Research Program, Paragon and Parasa will deliver to Korsana a data package that includes sequence information for all then-existing antibodies and information directed to such target.
Unless terminated earlier, the Paragon ADOA shall continue in force on a Research Program-by-Research Program basis until the later of: (i) the end of the Option Period for such Research Program, as applicable, if such Option is not exercised by the Company; (ii) if the Company exercises its Option with respect to a Research Program, but the parties are unable to finalize and execute a License Agreement within 30 days, the expiration of such 30-day period (subject to any mutually agreed extension of such period); and (iii) the expiration of the applicable Research Term (as defined under the Paragon ADOA). The Company may terminate the Paragon ADOA or any Research Program at any time for any or no reason upon 30 days’ prior written notice to Paragon, provided that the Company must pay certain unpaid fees due to Paragon upon such termination, as well as any non-cancellable obligations reasonably incurred by Paragon in connection with its activities under any terminated Research Program. Paragon may terminate the Paragon ADOA or a Research Program immediately upon written notice to the Company if, as a result of any action or failure to act by the Company or its affiliates, such Research Program or all material activities under the applicable Research Plan are suspended, discontinued or otherwise delayed for a certain consecutive number of months. Each party has the right to terminate the Paragon ADOA or any Research Program upon (i) 30 days’ prior written notice of the other party’s material breach that remains uncured for the 30-day period and (ii) the other party’s bankruptcy.
Any License Agreement entered into with respect to a given Research Program shall contain the same milestone payment obligations as the Paragon ADOA, provided that any milestone set in the Paragon ADOA that has not yet been achieved and is duplicated in such License Agreement shall no longer be achievable and payable under the terms of the Paragon ADOA and shall only be achievable under the terms of the License Agreement. For the avoidance of doubt, if a milestone is achieved and paid by Korsana pursuant to the Paragon ADOA for a certain Research Program, then there shall be no milestone payment due for the achievement of such milestone under a subsequently executed License Agreement for such Research Program. Further, under a License Agreement, Korsana would also be required to make royalty payments to Paragon in the low single-digit percentage range based on net sales of products, subject to certain reductions. The royalty term will terminate on a product-by-product and country- by-country basis upon the later of the expiration of the last-to-expire valid claim within the relevant patent rights or the twelfth anniversary of the first commercial sale of such product in such country.
Under the Paragon ADOA, Korsana granted on December 31, 2025 and will grant on December 31, 2026, Parasa warrants to purchase a number of shares equal to 1.00% of Korsana’s outstanding capital stock as of the date of the grant on a fully-diluted basis, with an exercise price equal to the fair market value of the underlying shares of Korsana common stock on each respective grant date. Parasa is an entity formed by Paragon as a vehicle to hold equity in Korsana in order to share profits with certain employees of Paragon and will not perform any substantive role under the Paragon ADOA other than to receive such warrants (see Note 7).
The Company concluded that the rights obtained under the Paragon ADOA represent an asset acquisition whereby the underlying assets comprise in-process research and development assets with no alternative future use. The Paragon ADOA did not qualify as a business combination because substantially all of the fair value of the assets acquired was concentrated in the in-process research and development assets, which represent a group of similar
KORSANA BIOSCIENCES, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
identifiable assets. All of the upfront consideration paid by Korsana was allocated to the in-process research and development assets acquired and was immediately expensed as part of research and development expenses on the condensed consolidated statement of operations and comprehensive loss. The research initiation fees represent a one-time cost on a research program-by research program basis for accessing research services or resources with benefits that are expected to be consumed in the near term, therefore the amounts paid are expensed as part of research and development costs immediately. Amounts paid as reimbursements of on-going development costs, monthly development cost fees and additional development expenses incurred by Paragon are recognized as research and development expense when incurred. Amounts paid as reimbursements for administrative activities incurred by Paragon are recognized as general and administrative expense when incurred.
Under the Paragon ADOA, the Company recorded total expense of $15.2 million during the six months ended June 30, 2026 for amounts owed to Paragon across all Research Programs, including $8.4 million of research and development work completed by Paragon, $5.0 million for the achievement of a development candidate milestone, $1.0 for the research initiation milestone, and $0.8 million of stock-based compensation expense related to the 2026 Parasa Warrant Obligation. The Company recorded total expense of $6.4 million for the three months ended June 30, 2026 for amounts owed to Paragon across all Research Programs, including $4.8 million of research and development work completed by Paragon, $1.0 for the research initiation milestone, and $0.6 million of stock-based compensation expense related to the 2026 Parasa Warrant Obligation. An amount of $4.8 million was unpaid by Korsana at June 30, 2026 and is included in related party accrued expenses and other current liabilities within the Company’s condensed consolidated balance sheet. Further, an amount of $0.8 million related to the 2026 Parasa Warrant Obligation is included in warrant liability, related party within the Company’s condensed consolidated balance sheet.
Paragon Platform Option Agreement
In October 2025, the Company entered into the Platform Option Agreement with Paragon and Parasa (the “Paragon POA”) in connection with the Paragon ADOA. Pursuant to the Paragon POA, the Company will have an exclusive option to enter into either a separate Antibody Discovery and Option Agreement or a separate License Agreement with Paragon and Parasa, enabling the Company with the right to add, remove, or replace specific target combinations and further develop, manufacture and commercialize the resulting antibody transport vehicle compounds.
Following designation of a target combination, the Company may elect their option to enter into a separate Antibody Discovery and Option Agreement or a separate License Agreement with Paragon and Parasa, the terms of which will be finalized in connection with the option exercise. If the Company elects to enter into a License Agreement (a “POA License”), it will be required to make a one-time non-refundable payment to Paragon of $5.0 million for the license option exercise fee. Under any POA License, Korsana would be required to make one-time, non-refundable milestone payments of up to $41.0 million per product, reduced by 50% for independently developed products directed to the same target combination, and tiered royalty payments in the low to mid-single digit percentage range based on annual net sales, subject to certain reductions. These payments are intended to fund the research to be performed by Paragon and Parasa under either an Antibody Discovery and Option Agreement or License Agreement. As of June 30, 2026, the Company has not exercised its option and no amounts were expensed related to the Paragon POA during the six months ended June 30, 2026.
The Company will also have an exclusive option to designate up to two additional reserved target combinations. If the Company exercises its option, it will be required to make a one-time non-refundable payment to Paragon of $2.0 million for the additional reserved target option exercise fee. A separate additional reserved target option exercise fee is due and payable to Paragon each time that the Company exercises an additional reserved target option.
KORSANA BIOSCIENCES, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
Paragon Antibody Oligo Conjugate Research Letter Agreement
In April 2026, the Company entered into an Antibody Oligo Conjugate Research Letter Agreement (the “Paragon Research Letter Agreement”) with Paragon Laboratories, Inc (“Paragon Laboratories”) to initiate a Research Program focused on the development of antibody oligonucleotide conjugates directed to a selected target. The Research Letter Agreement provides for reimbursement of research costs and monthly research fees, and grants the Company an exclusive option to enter into either an antibody oligonucleotide conjugate discovery and option agreement for an upfront research initiation fee of $1.0 million, or a license agreement for the Research Program for an upfront license fee of $5.0 million. Under the Antibody Oligo Conjugate Research Letter Agreement with Paragon Laboratories, the Company recorded total expense of $1.0 million during the three and six months ended June 30, 2026 for amounts owed to Paragon Laboratories, including $1.0 million of research and development work completed by Paragon Laboratories. An amount of $1.0 million was unpaid by Korsana at June 30, 2026 and is included in related party accrued expenses and other current liabilities within the Company’s condensed consolidated balance sheet. At this time, the Company has not exercised either option related to the Research Letter Agreement.
10. Leases
In March 2026, the Company entered into a noncancelable operating lease agreement for office space located in Waltham, Massachusetts. The lease commenced in March 2026 and is set to expire in December 2030. Rent payment is expected to commence in the fourth quarter of 2026. The Company provided the landlord with a letter of credit for the security deposit in the amount of $0.1 million, which is recorded within restricted cash on the condensed consolidated balance sheet. Lease liabilities are based on the net present value of the remaining lease payments over the remaining lease term. In determining the present value of the lease payments, the Company estimated its incremental borrowing rate when measuring operating lease liabilities as discount rates were not implicit or readily determinable.
As of June 30, 2026, the Company had $1.0 million of operating lease ROU assets, short term lease liabilities of $0.2 million and long term lease liabilities of $0.9 million on its condensed consolidated balance sheets. As of June 30, 2026, the operating lease arrangement had a remaining lease term of 4.5 years and an incremental borrowing rate of 9.8%.
As of June 30, 2026, the total remaining operating lease payments included in the measurement of lease liabilities was as follows (in thousands):
| Period ended June 30, | ||||
| 2026 (remaining 6 months) |
$ | — | ||
| 2027 |
383 | |||
| 2028 |
392 | |||
| 2029 |
401 | |||
| 2030 |
409 | |||
|
|
|
|||
| Total undiscounted lease payments |
1,585 | |||
| Total undiscounted unearned tenant improvements |
(137 | ) | ||
| Less: Imputed interest |
(340 | ) | ||
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|
|||
| Total present value of operating lease liability |
$ | 1,108 | ||
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11. Commitments and Contingencies
401(k) Plan
The Company maintains a defined-contribution plan under Section 401(k) of the Internal Revenue Code of 1986 (the “401(k) Plan”). The 401(k) Plan covers all employees who meet defined minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. Employer contributions to the 401(k) Plan may be made at the discretion of management. For the three and six months ended June 30, 2026 and 2025, the Company has recorded less than $0.1 million and no expense, respectively, related to 401(k) Plan employer contributions.
KORSANA BIOSCIENCES, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
Indemnification Agreements
In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with each of its directors and executive officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or executive officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date, the Company has not incurred any material costs as a result of such indemnifications. The Company is not aware of any indemnification arrangements that could have a material effect on its financial position, results of operations or cash flows, and it has not accrued any liabilities related to such obligations in its condensed consolidated financial statements as of June 30, 2026.
Legal Proceedings
From time to time, the Company may become involved in legal proceedings or other litigation relating to claims arising in the ordinary course of business. The Company accrues a liability for such matters when it is probable that future expenditures will be made and that such expenditures can be reasonably estimated. Significant judgment is required to determine both probability and estimated exposure amount. Legal fees and other costs associated with such proceedings are expensed as incurred. As of June 30, 2026, the Company was not a party to any material legal proceedings or claims.
12. Net Loss per Share
Basic and diluted net loss per share attributable to common stockholders was calculated as follows (in thousands, except share and per share amounts):
| Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Numerator: |
||||||||||||||||
| Net loss |
$ | (17,360 | ) | $ | (152 | ) | $ | (30,870 | ) | $ | (225 | ) | ||||
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| Denominator: |
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| Weighted-average common shares outstanding, basic and diluted |
5,082,418 | 2,000,000 | 5,041,436 | 2,000,000 | ||||||||||||
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| Net loss attributable to common stockholders, basic and diluted |
$ | (3.42 | ) | $ | (0.08 | ) | $ | (6.12 | ) | $ | (0.11 | ) | ||||
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For the computation of basic net loss per share attributable to common stockholders, the amount of weighted-average common shares outstanding excludes all shares of unvested restricted common stock as such shares are not considered outstanding for accounting purposes until vested.
The Company’s potential dilutive securities have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted-average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The Company excluded potential common shares from the computation of diluted net loss per share attributable to common stockholders for the period presented because including them would have had an anti-dilutive effect:
KORSANA BIOSCIENCES, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
| June 30, 2026 | June 30, 2025 | |||||||
| Convertible preferred stock (as converted to common stock) |
95,500,000 | 8,000,000 | ||||||
| Stock options to purchase common stock |
34,784,918 | — | ||||||
| Unvested restricted stock awards |
750,000 | — | ||||||
| Outstanding and issued warrant to Parasa |
1,102,561 | — | ||||||
|
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|
|
|||||
| 132,137,479 | 8,000,000 | |||||||
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13. Related Party Transactions
Paragon and Parasa have been identified as related parties of Korsana and have engaged in material transactions with the Company for the six months ended June 30, 2026. The Company entered into significant related party transactions with the Paragon ADOA, Paragon POA, and Paragon Research Letter Agreement (see Note 9) transactions.
14. Segment Reporting
The Company has one reportable segment relating to the research and development of its research programs. The Company’s CODM, its Chief Executive Officer, manages the Company’s operations on a company-wide basis for the allocation of resources and the assessment of performance. The Company’s measure of segment profit or loss used to assess performance and allocate resources is net loss. The CODM uses net loss to evaluate loss generated from the Company’s business activities in deciding how to allocate company resources and in monitoring budget versus actual results. Assets are also managed on a company-wide basis.
The table below is a summary of the segment loss, including significant segment expenses that are reviewed by the CODM (in thousands):
| Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Operating expenses |
||||||||||||||||
| Ab program research and development costs (1) |
$ | 7,413 | $ | 112 | $ | 16,332 | $ | 188 | ||||||||
| Second undisclosed program 003 research and development costs (2) |
4,408 | — | 5,896 | — | ||||||||||||
| General and administrative personnel costs (including stock-based compensation) |
1,441 | — | 3,547 | — | ||||||||||||
| Research and development personnel costs (including stock-based compensation) (3) |
3,075 | 13 | 4,004 | 36 | ||||||||||||
| Other general and administrative costs |
1,496 | 68 | 2,673 | 112 | ||||||||||||
| Other research and development costs (4) |
618 | 29 | 759 | 29 | ||||||||||||
| Interest income |
(1,091 | ) | (70 | ) | (2,341 | ) | (140 | ) | ||||||||
|
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|
|
|
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| Net loss |
$ | 17,360 | $ | 152 | $ | 30,870 | $ | 225 | ||||||||
|
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| (1) | Includes related party amounts of $2,336 and $9,427 for the three and six months ended June 30, 2026, respectively. |
| (2) | Includes related party amounts of $4,408 and $5,885 for the three and six months ended June 30, 2026, respectively. |
| (3) | Includes related party amounts of $636 and $844 for the three and six months ended June 30, 2026, respectively, and $13 and $36 for the three and six months ended June 30, 2025, respectively. |
| (4) | Includes related party amounts of $7 and $21 for the three and six months ended June 30, 2026, respectively. |
15. Subsequent Events
The Company has evaluated events and transactions occurring subsequent to June 30, 2026 through September 11, 2026, the date at which the condensed consolidated financial statements are available to be issued.
KORSANA BIOSCIENCES, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
Reverse Recapitalization and Pre-Closing Financing
On September 8, 2026 the Company completed the Merger with Cyclerion in accordance with the terms of the Merger Agreement pursuant to which, among other matters, First Merger Sub merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Cyclerion and the surviving corporation of the First Merger, and, immediately following the First Merger and as part of the same overall transaction, the Company merged with and into Second Merger Sub, with Second Merger Sub being the surviving entity of the Second Merger. Second Merger Sub changed its corporate name to “Korsana Biosciences Operating Company, LLC” and Cyclerion changed its name to “Korsana Biosciences, Inc.” The Combined Company is led by pre-Merger Korsana’s management team and remains focused on developing novel therapies with an initial focus on neurodegenerative disorders.
In accordance with an exchange ratio determined in accordance with the terms of the Merger Agreement (the “Exchange Ratio”, at the effective time of the First Merger (the “First Effective Time”), (i) each then-outstanding share of Pre-Merger Korsana common stock (including shares of Pre-Merger Korsana common stock issued in connection with the Korsana Pre-Closing Financing) was converted into the right to receive a number of shares of Cyclerion common stock equal to the Exchange Ratio, (ii) each then-outstanding share of Korsana Series Seed preferred stock was converted into the right to receive a number of shares of Cyclerion Series B non-voting Preferred Stock, equal to the Exchange Ratio divided by 1,000, (iii) each-then-outstanding share of Korsana Series A preferred stock was converted into the right to receive to a number of shares of Cyclerion common stock equal to the Exchange Ratio, as well a right to receive a pre-funded warrant to purchase Korsana common stock that was converted into a pre-funded warrant to purchase Cyclerion common stock, subject to adjustment as set forth in the form of the pre-funded warrant, (v) each then-outstanding option to purchase Korsana common stock was assumed by Cyclerion and will be converted into an option to purchase shares of Cyclerion common stock, adjusted for the Exchange Ratio, (vi) each then- outstanding warrant to purchase Korsana common stock was assumed by Cyclerion and will be converted into a warrant to purchase shares of Cyclerion common stock, subject to adjustment as set forth in the Merger Agreement, (vii) each then-outstanding share of Korsana restricted stock was assumed by Cyclerion, subject to adjustment as set forth in the Merger Agreement, (viii) each then-outstanding pre-funded warrant to purchase shares of Korsana common stock was converted into a pre-funded warrant to purchase shares of Cyclerion common stock, subject to adjustment as set forth in the Merger Agreement and the form of pre-funded warrant.
In connection with the Korsana Pre Closing Financing, immediately prior to the completion of the Merger, and in order to provide Korsana with additional capital for its development programs, Pre-Merger Korsana issued and sold, and certain new and current investors purchased, 140,516,578 shares of common stock of Pre-Merger Korsana and 20,171,961 Pre-Merger Korsana pre-funded warrants, at an estimated purchase price of $2.3648 per share or an estimated purchase price of $2.3647 per warrant, for the aggregate amount of $380.0 million. At the Closing of the Merger based on the Exchange Ratio, which is reflective of a one-for-seven reverse stock split, the Pre-Merger Korsana common stock and pre-funded warrants subscribed for were converted into the right to receive 29,143,139 shares of common stock and 4,183,665 pre-funded warrants. Shares of Pre-Merger Korsana common stock and pre-funded warrants to purchase shares of Korsana common stock issued pursuant to the Subscription Agreement were converted into shares of Cyclerion common stock and pre-funded warrants to purchase shares of Cyclerion common stock at Closing per the Merger Agreement.
Exhibit 99.4
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Defined terms included below shall have the same meaning as terms defined and included in the Company’s definitive proxy statement/prospectus filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 24, 2026.
On April 1, 2026, Korsana entered into a Merger Agreement with Cyclerion and Cariboos Merger Sub Corp and Cariboos Merger Sub II, LLC, both wholly owned subsidiaries of Cyclerion, which agreement was subsequently amended on April 17, 2026, pursuant to which, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Cariboos Merger Sub Corp will merge with and into Korsana, with Korsana continuing as a wholly owned subsidiary of Cyclerion and the surviving corporation (the “First Merger”). Immediately following the First Merger and as part of the same overall transaction, Korsana will merge with and into Cariboos Merger Sub II, LLC (the “Second Merger” and, together with the First Merger, the “Merger”), with Cariboos Merger Sub II, LLC being the surviving entity of the Second Merger. The closing of the Korsana Pre-Closing Financing is conditioned on the satisfaction or waiver of the conditions set forth in the Merger Agreement and occurred immediately prior to the closing of the Merger. As such, the pro forma adjustments reflected the Merger and the Korsana Pre-Closing Financing. The Merger closed on September 8, 2026, following the effectiveness of Cyclerion’s registration statement on Form S-4 and receipt of approval by the stockholders of each of Korsana and Cyclerion, in the latter case pursuant to the Cyclerion Special Meeting. In connection with the Merger, Cariboos Merger Sub II, LLC changed its corporate name to “Korsana Biosciences Operating Company, LLC” and Cyclerion changed its name to “Korsana Biosciences, Inc.” Cyclerion following the Merger is referred to herein as the “Combined Company.” The Combined Company is led by Korsana’s management team and remains focused on discovering and developing novel therapies designed to reduce the burden of neurodegenerative diseases, starting with Alzheimer’s disease.
At the Effective Time, upon the terms and subject to the conditions set forth in the Merger Agreement, (i) each then-outstanding share of Korsana common stock (including shares of Korsana common stock issued in connection with the Korsana Pre-Closing Financing) was automatically converted solely into the right to receive a number of shares of Cyclerion common stock equal to the Exchange Ratio, (ii) each-then-outstanding share of Cyclerion Series A preferred stock was automatically converted solely into the right to receive a number of shares of Cyclerion common stock, (iii) each then-outstanding share of Korsana Series Seed preferred stock was converted into the right to receive a number of shares of newly created Cyclerion Series B non-voting Preferred Stock, which are each convertible into 1,000 shares of Cyclerion common stock, equal to the Exchange Ratio divided by 1,000, (iv) each-then-outstanding share of Korsana Series A preferred stock was automatically converted into the right to receive a number of shares of Cyclerion common stock equal to the Exchange Ratio, as well as a right to receive a pre-funded warrant to purchase Korsana common stock that was converted into a pre-funded warrant to purchase Cyclerion common stock, subject to adjustment as set forth in the form of the pre-funded warrant, (v) each then-outstanding option to purchase Korsana common stock was assumed by Cyclerion and was converted into an option to purchase shares of Cyclerion common stock, adjusted for the Exchange Ratio, (vi) each then-outstanding warrant to purchase Korsana common stock was assumed by Cyclerion and was converted into a warrant to purchase shares of Cyclerion common stock, adjusted for the Exchange Ratio, (vii) each then-outstanding share of Korsana restricted stock was assumed by Cyclerion, subject to adjustment as set forth in the Merger Agreement, (viii) each then-outstanding pre-funded warrant to purchase shares of Korsana common stock was converted into a pre-funded warrant to purchase shares of Cyclerion common stock, subject to adjustment as set forth in the Merger Agreement and the form of pre-funded warrant, (ix) the vesting of each option to acquire shares of Cyclerion common stock that was issued and outstanding was accelerated, each in-the-money option was cancelled and converted into the right to receive an amount in cash, without interest, less any applicable tax withholding, equal to the product obtained by multiplying (A) the excess of the Cyclerion Closing Price over the exercise price per share of Cyclerion common stock underlying such Cyclerion option by (B) the number of shares of Cyclerion common stock underlying such Cyclerion option, and each out-of-the-money option was cancelled for no consideration; and (x) the vesting of each unvested Cyclerion restricted stock award was accelerated, and all vested and unsettled Cyclerion restricted stock awards were cancelled and converted into the right to receive a number of shares of Cyclerion common stock equal to the number of unsettled shares of Cyclerion common stock underlying such Cyclerion restricted stock award.
The Exchange Ratio is calculated as 0.2074 shares of Cyclerion common stock for each share of Korsana common stock on the closing date. Under the Exchange Ratio formula, the former Korsana stockholders immediately before the effective time, including those purchasing shares and pre-funded warrants in the Korsana Pre-Closing Financing, own approximately 98.9% of the outstanding common stock of the Combined Company, and the stockholders of Cyclerion immediately before the effective time own approximately 1.2% of the outstanding common stock of the Combined Company, which gave effect to (a) Cyclerion net cash as of the closing of the Merger being $(2.3) million, (b) Korsana closing the Korsana Pre-Closing Financing for an aggregate gross purchase price of approximately $380.0 million, (c) a valuation for Cyclerion equal to $7.7 million based on net cash of $(2.3) million at closing, and (d) a valuation for Korsana equal to $268.4 million plus $380.0 million of assumed proceeds in the Korsana Pre-Closing Financing, in each case as further described in the Merger Agreement.
The following unaudited pro forma condensed combined financial information gives effect to the Merger, which, together with the Korsana Pre-Closing Financing is accounted for as a reverse recapitalization under U.S. GAAP. For further details related to the accounting for the Merger, please see Notes 1 and 3 below. All share amounts have been adjusted to reflect the Exchange Ratio of 0.2074 shares of Cyclerion common stock for each share of Korsana common stock, which reflects a one-for-seven reverse stock split of Cyclerion common stock immediately prior to the closing of the Merger, unless otherwise stated.
The unaudited pro forma condensed combined balance sheet combines the historical balance sheets of Cyclerion and Korsana as of June 30, 2026 and depicts the accounting of the Merger and Pre-Closing Financing transactions (collectively, the “transaction”) prepared pursuant to Article 11 of Regulation S-X. The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2026 for Cyclerion and Korsana and for the year ended December 31, 2025 for Cyclerion and Korsana, combine the historical results of Cyclerion and Korsana for those periods and depict the pro forma transaction accounting adjustments assuming that those adjustments were made as of January 1, 2025. Collectively, the pro forma balance sheet transaction accounting adjustments and the pro forma statements of operations transaction accounting adjustments are referred to as the “transaction accounting adjustments” or “pro forma adjustments.”
These unaudited pro forma condensed combined financial information and related notes have been derived from and should be read in conjunction with:
| • | the historical unaudited financial statements of Korsana as of and for the three and six months ended June 30, 2026, and the related notes included as Exhibit 99.2 of this Current Report on Form 8-K and incorporated herein by reference; |
| • | the historical unaudited financial statements of Cyclerion as of and for the three and six months ended June 30, 2026, and the related notes included in its Quarterly Report on Form 10-Q filed with the SEC on August 4, 2026; |
| • | the historical audited financial statements of Korsana as of and for the year ended December 31, 2025, and the related notes included in the Cyclerion’s Registration Statement on Form S-4 most recently amended on July 22, 2026 and declared effective on July 24, 2026; |
| • | the historical audited financial statements of Cyclerion as of and for the year ended December 31, 2025, and the related notes included in its Annual Report on Form 10-K filed with the SEC on March 30, 2026; |
| • | the section titled “Korsana’s Management’s Discussion and Analysis of Financial Condition and Results of Operation,” and other financial information relating to Korsana as of and for the three and six months ended June 30, 2026 included as Exhibit 99.3 of this Current Report on Form 8-K and incorporated herein by reference; |
| • | the section titled “Korsana’s Management’s Discussion and Analysis of Financial Condition and Results of Operation,” and other financial information relating to Korsana as of and for the year ended December 31, 2025 included in the Cyclerion’s Registration Statement on Form S-4 most recently amended on July 22, 2026 and declared effective on July 24, 2026; |
| • | the section titled “Cyclerion’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and other financial information relating to Cyclerion as of and for the three and six months ended June 30, 2026 included in its Quarterly Report on Form 10-Q filed with the SEC on August 4, 2026; and |
| • | the section titled “Cyclerion’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and other financial information relating to Cyclerion as of and the year ended December 31, 2025 included in its Annual Report on Form 10-K filed with the SEC on March 30, 2026. |
The unaudited pro forma condensed combined financial information is based on the assumptions and pro forma adjustments that are described in the accompanying notes. Adjustments have been made solely for the purpose of providing unaudited pro forma condensed combined financial information. Differences between these preliminary estimates and the final accounting, expected to be completed after the closing of the Merger, may occur and these differences could have a material impact on the accompanying unaudited pro forma condensed combined financial information.
The unaudited pro forma condensed combined financial information does not give effect to the potential impact of current financial conditions, regulatory matters, operating efficiencies or other savings or expenses that may be associated with the integration of the two companies. The unaudited pro forma condensed combined financial information is not necessarily indicative of the financial position or results of operations in the future periods or the result that actually would have been realized had Cyclerion and Korsana been a combined organization during the specified periods. The actual results reported in periods following the Merger may differ significantly from those reflected in the unaudited condensed combined pro forma financial information presented herein for a number of reasons, including, but not limited to, differences in the assumptions used to prepare this unaudited pro forma condensed combined financial information.
UNAUDITED PRO FORMA CONDENSED COMBINED
BALANCE SHEET AS OF JUNE 30, 2026
(In thousands)
| Historical | ||||||||||||||||||||
| 5(A) Cyclerion Therapeutics, Inc. |
5(B) Korsana Biosciences Inc. |
Transaction Accounting Adjustments |
Notes | Pro Forma Combined |
||||||||||||||||
| Assets |
||||||||||||||||||||
| Current assets: |
||||||||||||||||||||
| Cash and cash equivalents |
$ | 1,391 | $ | 121,167 | $ | (520 | ) | 5 | (a) | $ | 473,503 | |||||||||
| 380,000 | 5 | (c) | ||||||||||||||||||
| (25,708 | ) | 5 | (d) | |||||||||||||||||
| (2,490 | ) | 5 | (e) | |||||||||||||||||
| (246 | ) | 5 | (g) | |||||||||||||||||
| (91 | ) | 5 | (j) | |||||||||||||||||
| Prepaid expenses |
112 | 608 | (112 | ) | 5 | (f) | 608 | |||||||||||||
| Other current assets |
11 | 31 | — | 42 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total current assets |
1,514 | 121,806 | 350,833 | 474,153 | ||||||||||||||||
| Operating lease right-of-use asset |
— | 1,024 | — | 1,024 | ||||||||||||||||
| Property and equipment, net |
66 | 210 | — | 276 | ||||||||||||||||
| Restricted Cash |
— | 101 | — | 101 | ||||||||||||||||
| Other investment |
5,350 | — | (5,350 | ) | 5 | (h) | — | |||||||||||||
| Other Assets |
— | 3,014 | (3,014 | ) | 5 | (d) | — | |||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total assets |
$ | 6,930 | $ | 126,155 | $ | 342,469 | $ | 475,554 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Liabilities, Convertible Preferred Stock and Stockholders’ Equity (Deficit) |
||||||||||||||||||||
| Current liabilities: |
||||||||||||||||||||
| Accounts payable |
$ | 1,597 | $ | 462 | $ | — | $ | 2,059 | ||||||||||||
| Accrued research and development costs |
26 | — | (26 | ) | 5 | (g) | — | |||||||||||||
| Accrued expenses |
220 | 11,053 | (220 | ) | 5 | (g) | 11,053 | |||||||||||||
| Operating lease liability, current |
— | 191 | — | 191 | ||||||||||||||||
| Warrant liability, related party |
— | 844 | — | 844 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total current liabilities |
1,843 | 12,550 | (246 | ) | 14,147 | |||||||||||||||
| Accrued other liabilities, non-current |
— | 430 | — | 430 | ||||||||||||||||
| Operating lease liability, non-current |
— | 917 | — | 917 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total liabilities |
1,843 | 13,897 | (246 | ) | 15,494 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Korsana Series Seed convertible preferred stock |
— | 24,964 | (24,964 | ) | 5 | (b) | — | |||||||||||||
| Korsana Series A convertible preferred stock |
— | 150,573 | (150,573 | ) | 5 | (b) | — | |||||||||||||
| Cyclerion Series B non-voting convertible preferred stock |
— | — | 24,964 | 5 | (b) | 24,964 | ||||||||||||||
| Stockholders’ equity (deficit) |
||||||||||||||||||||
| Cyclerion Series A convertible preferred stock |
— | — | — | — | ||||||||||||||||
| Cyclerion common stock |
— | — | — | — | ||||||||||||||||
| Korsana common stock |
— | 1 | 7 | 5 | (b) | 22 | ||||||||||||||
| 14 | 5 | (c) | ||||||||||||||||||
| Additional paid-in capital |
281,039 | 3,320 | 150,566 | 5 | (b) | 502,114 | ||||||||||||||
| 379,986 | 5 | (c) | ||||||||||||||||||
| (28,722 | ) | 5 | (d) | |||||||||||||||||
| 349 | 5 | (j) | ||||||||||||||||||
| (284,424 | ) | 5 | (i) | |||||||||||||||||
| Accumulated deficit |
(275,952 | ) | (66,600 | ) | (520 | ) | 5 | (a) | (67,040 | ) | ||||||||||
| (2,490 | ) | 5 | (e) | |||||||||||||||||
| (112 | ) | 5 | (f) | |||||||||||||||||
| (440 | ) | 5 | (j) | |||||||||||||||||
| 284,424 | 5 | (i) | ||||||||||||||||||
| (5,350 | ) | 5 | (h) | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total stockholders’ equity (deficit) |
5,087 | (63,279 | ) | 493,288 | 435,096 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total liabilities, convertible preferred stock and stockholders’ equity (deficit) |
$ | 6,930 | $ | 126,155 | $ | 342,469 | $ | 475,554 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF
OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2026
(In thousands, except share and per share amounts)
| Historical | ||||||||||||||||||||||||
| 6(A) Cyclerion Therapeutics, Inc. |
6(B) Korsana Biosciences Inc. |
Transaction Accounting Adjustments |
Note | Pro Forma Combined |
Note | |||||||||||||||||||
| Operating expenses: |
||||||||||||||||||||||||
| Research and development |
$ | 730 | $ | 26,991 | $ | — | $ | 27,721 | ||||||||||||||||
| General and administrative |
4,250 | 6,220 | — | 10,470 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total operating expenses |
4,980 | 33,211 | — | 38,191 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Loss from operations |
(4,980 | ) | (33,211 | ) | — | (38,191 | ) | |||||||||||||||||
| Other income (expense): |
||||||||||||||||||||||||
| Interest income |
48 | 2,341 | — | 2,389 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total other income (expense) |
48 | 2,341 | — | 2,389 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Net loss |
$ | (4,932 | ) | $ | (30,870 | ) | $ | — | $ | (35,802 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted |
4,228 | 5,041,436 | 53,213,504 | 6 | (d) | |||||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||
| Weighted-average shares used in computing net loss per share attributable to Series B non-voting convertible preferred stockholders, basic and diluted |
— | — | 4,148 | 6 | (d) | |||||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||
| Net loss per share attributable to common stockholders, basic and diluted |
$ | (1.17 | ) | $ | (6.12 | ) | $ | (0.62 | ) | |||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||
| Net loss per share attributable to Series B non-voting convertible preferred stockholders, basic and diluted |
$ | — | $ | (624.16 | ) | |||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF
OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2025
(In thousands, except share and per share amounts)
| Historical | ||||||||||||||||||||||||
| 6(C) Cyclerion Therapeutics, Inc. |
6(D) Korsana Biosciences Inc. |
Transaction Accounting Adjustments |
Note | Pro Forma Combined |
Note | |||||||||||||||||||
| Revenues: |
||||||||||||||||||||||||
| Revenue from license agreements |
$ | 1,000 | $ | — | $ | — | $ | 1,000 | ||||||||||||||||
| Revenue from purchase agreement |
800 | — | — | 800 | ||||||||||||||||||||
| Revenue from option agreement |
274 | — | — | 274 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total revenues |
2,074 | — | — | 2,074 | ||||||||||||||||||||
| Operating expenses: |
||||||||||||||||||||||||
| Research and development |
$ | 959 | $ | 32,785 | $ | — | $ | 33,744 | ||||||||||||||||
| General and administrative |
6,088 | 4,506 | 520 | 6 | (a) | 11,665 | ||||||||||||||||||
| 112 | 6 | (b) | ||||||||||||||||||||||
| 439 | 6 | (c) | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total operating expenses |
7,047 | 37,291 | 1,071 | 45,409 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Loss from operations |
(4,973 | ) | (37,291 | ) | (1,071 | ) | (43,335 | ) | ||||||||||||||||
| Other income (expense): |
||||||||||||||||||||||||
| Interest income |
128 | 1,649 | — | 1,777 | ||||||||||||||||||||
| Gain from insurance recovery |
1,317 | — | — | 1,317 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total other income (expense) |
1,445 | 1,649 | — | 3,094 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Net loss |
$ | (3,528 | ) | $ | (35,642 | ) | $ | (1,071 | ) | $ | (40,241 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted |
3,181 | 2,920,548 | 52,166,504 | 6 | (d) | |||||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||
| Weighted- average shares used in computing net loss per share attributable to Series B non-voting convertible preferred stockholders, basic and diluted |
— | — | 4,148 | 6 | (d) | |||||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||
| Net loss per share attributable to common stockholders, basic and diluted |
$ | (1.11 | ) | $ | (12.20 | ) | $ | (0.71 | ) | |||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||
| Net loss per share attributable to Series B non-voting convertible preferred stockholders, basic and diluted |
$ | — | $ | — | $ | (714.58 | ) | |||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
1. Description of the Merger
On April 1, 2026, Korsana entered into the Merger Agreement with Cyclerion, Cariboos Merger Sub Corp and Cariboos Merger Sub II, LLC, which agreement was subsequently amended on April 17, 2026, pursuant to which, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Cariboos Merger Sub Corp merged with and into Korsana, with Korsana surviving as a wholly owned subsidiary of Cyclerion and the surviving corporation of the First Merger, and, immediately following the First Merger and as part of the same overall transaction, Korsana merged with and into Cariboos Merger Sub II, LLC, with Cariboos Merger Sub II, LLC being the surviving entity of the Second Merger. The Merger, including the Korsana Pre-Closing Financing, closed on September 8, 2026 following the effectiveness of Cyclerion’s registration statement on Form S-4 and receipt of approval by the stockholders of each of Korsana and Cyclerion, in the latter case pursuant to the Cyclerion Special Meeting. In connection with the Merger, Cariboos Merger Sub II, LLC changed its corporate name to “Korsana Biosciences Operating Company, LLC” and Cyclerion changed its name to “Korsana Biosciences, Inc.” Cyclerion following the Merger is referred to herein as the “Combined Company.” Subject to the terms and conditions of the Merger Agreement, at closing of the Merger:
| a) | each then-outstanding share of Korsana common stock (including shares of Korsana common stock issued in connection with the Korsana Pre-Closing Financing) was converted into the right to receive a number of shares of Cyclerion common stock equal to the Exchange Ratio; |
| b) | each-then-outstanding share of Cyclerion Series A preferred stock was automatically converted solely into the right to receive a number of shares of Cyclerion common stock; |
| c) | each then-outstanding share of Korsana Series Seed preferred stock was converted into the right to receive a number of shares of newly created Cyclerion Series B non-voting preferred stock, which are each convertible into 1,000 shares of Cyclerion common stock, equal to the Exchange Ratio divided by 1,000; |
| d) | each-then-outstanding share of Korsana Series A preferred stock was automatically converted into the right to receive to a number of shares of Cyclerion common stock equal to the Exchange Ratio, as well a right to receive a pre-funded warrant to purchase Korsana common stock that was converted into a pre-funded warrant to purchase Cyclerion common stock, subject to adjustment as set forth in the form of the pre-funded warrant; |
| e) | each then-outstanding option to purchase Korsana common stock was assumed by Cyclerion and was converted into an option to purchase shares of Cyclerion common stock, adjusted for the Exchange Ratio; |
| f) | each then-outstanding warrant to purchase shares of Korsana common stock was converted into a warrant to purchase shares of Cyclerion common stock, adjusted for the Exchange Ratio; |
| g) | each then-outstanding share of Korsana restricted stock was assumed by Cyclerion, subject to adjustment as set forth in the Merger Agreement; and |
| h) | each then-outstanding pre-funded warrant to purchase shares of Korsana common stock was converted into a pre-funded warrant to purchase shares of Cyclerion common stock, subject to adjustment as set forth in the form of pre-funded warrant. |
All Korsana restricted stock outstanding and unvested immediately prior to Closing (“Korsana Restricted Stock”) that was assumed by Cyclerion in the Merger remained unvested to the same extent and remained subject to the same repurchase option, risk of forfeiture or other condition under any applicable restricted stock purchase agreement.
Under the terms of the Merger Agreement, the Cyclerion Board took actions to accelerate the vesting of certain outstanding equity awards including options to purchase Cyclerion common stock and restricted stock awards held by a current employee, director or consultant of Cyclerion as of the closing of the Merger. The acceleration of vesting of Cyclerion options and restricted stock awards occurred upon a modification of the awards as a result of the Merger. The incremental fair value associated with the modification to accelerate vesting has been included as an adjustment to the unaudited pro forma condensed combined financial information.
Each option to acquire shares of Cyclerion common stock with an exercise price less than or equal to the Cyclerion Closing Price was cancelled and converted into the right to receive an amount in cash, without interest, less any applicable tax withholding, equal to the product obtained by multiplying (A) the excess of the Cyclerion Closing Price over the exercise price per share of Cyclerion common stock underlying such Cyclerion option by (B) the number of shares of Cyclerion common stock underlying such Cyclerion option, and each option with an exercise price greater than the Cyclerion Closing Price to acquire shares of Cyclerion common stock was cancelled for no consideration. The incremental fair value of Cyclerion options associated with the modification to accelerate vesting and the cancellation of certain stock options for no consideration has been included as an adjustment to the unaudited pro forma condensed combined financial information.
Immediately following the Merger, Cyclerion securityholders as of immediately prior to the Merger own approximately 1.1% of the outstanding capital stock of the Combined Company on a fully diluted basis, former Korsana securityholders, excluding shares purchased in the Korsana Pre-Closing Financing, own approximately 45.5% of the outstanding capital stock of the Combined Company on a fully diluted basis, and shares and pre-funded warrants issued in the Korsana Pre-Closing Financing own approximately 53.4% of the outstanding capital stock of the Combined Company on a fully diluted basis.
Korsana stockholders received approximately 61,689,902 shares on a fully diluted basis in connection with the Merger, including (i) 7,290,660 shares of Cyclerion common stock and stock options subject to vesting terms, based on the number of shares of Korsana common stock outstanding immediately prior to the Merger, including Korsana restricted stock, (ii) the shares of common stock and pre-funded warrants issued in the Korsana Pre-Closing Financing, (iii) Korsana Series Seed non-voting preferred stock as of June 30, 2026, which was exchanged into shares of newly created Cyclerion Series B non-voting Preferred Stock, which are convertible into 1,000 shares of Cyclerion common stock, equal to the Exchange Ratio divided by 1,000, and (iv) Korsana Series A preferred stock outstanding as of June 30, 2026, which was converted into shares of Cyclerion common stock, as well as a right to receive a pre-funded warrant to purchase Korsana common stock that was converted into a pre-funded warrant to purchase shares of Cyclerion common stock, subject to adjustment as set forth in the form of the pre-funded warrant. These estimates are subject to certain inputs, which include, but are not limited to, (a) Cyclerion’s net cash as of the closing of the Merger being approximately $(2.3) million, (b) Korsana closing the Korsana Pre-Closing Financing for an aggregate purchase price of approximately $380.0 million, (c) a valuation for Cyclerion equal to $7.7 million based on net cash of $(2.3) million at closing, and (d) a valuation for Korsana equal to $268.4 million, in each case as further described in the Merger Agreement. The following table summarizes the pro forma number of shares of common stock of the Combined Company outstanding following the consummation of the transactions:
| Pro Forma (Assuming Cyclerion’s Net Cash at Closing of $(2.3) million) |
||||||||
|
Equity Capitalization Summary (fully diluted bas is) |
Number of Shares Owned | % Ownership |
||||||
| Korsana stockholders(1) |
28,363,094 | 45.5 | % | |||||
| Cyclerion stockholders |
673,367 | 1.1 | % | |||||
| Investors participating in the Subscription Agreement(2) |
33,326,808 | 53.4 | % | |||||
|
|
|
|
|
|||||
| Total common stock of the combined |
62,363,269 | 100.0 | % | |||||
|
|
|
|
|
|||||
| (1) | Includes 1,178,181 pre-funded warrants issued upon the conversion of Series A preferred stock after reflecting the Exchange Ratio. |
| (2) | Includes 4,183,665 pre-funded warrants issued in the Korsana Pre-Closing Financing after reflecting the Exchange Ratio. |
Consummation of the Merger was subject to certain closing conditions, including, among other things, (1) approval by Cyclerion stockholders of the issuance of Cyclerion common stock, including shares of Cyclerion common stock issuable upon conversion of the Cyclerion Preferred Stock, and the other transactions proposed under the Merger Agreement, (2) approval by the requisite Korsana stockholders of the adoption and approval of the Merger Agreement and the transactions contemplated thereby, (3) Nasdaq’s approval of the listing application to be submitted in connection with the Merger, and (4) the effectiveness of this registration statement.
The employment agreement for Cyclerion’s employee include entitlement to a transaction bonus and severance of which was treated as pre-Merger compensation expense of Cyclerion, and was assumed by the Combined Company at the closing of the Merger to the extent they are not yet settled in cash beforehand by Cyclerion. Additionally, Cyclerion’s current Directors & Officers (“D&O”) policy was fully utilized at the closing of the Merger.
Private Financing Transaction — Subscription Agreement
In connection with the Merger, on April 1, 2026, Korsana and Cyclerion entered into the Subscription Agreement with certain institutional and accredited investors, pursuant to which such investors have agreed, subject to the terms and conditions of such agreements, to purchase immediately prior to the consummation of the Merger, 140,516,578 shares of Korsana common stock and 20,171,961 pre-funded warrants before giving effect to the Exchange Ratio, at an purchased price of $2.3648 per share and $2.3647 per warrant, for an aggregate purchase price of $380.0 million in a private placement. The closing of the Korsana Pre-Closing Financing was conditioned on the satisfaction or waiver of the conditions set forth in the Merger Agreement and occurred immediately prior to the closing of the Merger. At the closing of the Merger, based on the Exchange Ratio, the Korsana common stock and pre-funded warrants subscribed for were converted into the right to receive 29,143,139 shares of Korsana common stock and 4,183,665 pre-funded warrants. Shares of Korsana common stock and pre-funded warrants to purchase shares of Korsana common stock issued pursuant to the Subscription Agreement were converted into shares of Cyclerion common stock and pre-funded warrants to purchase shares of Cyclerion common stock at the closing of the Merger per the Merger Agreement.
Contingent Value Rights Agreement
At or prior to the Effective Time of the Merger, Cyclerion entered into a Contingent Value Rights Agreement (“CVR Agreement”) whereby which Cyclerion’s pre-Merger shareholders received one contingent value right (each a “CVR”) for each outstanding share of Cyclerion common stock and Cyclerion preferred stock held by such shareholder on such date. Each CVR represents the contractual right to receive certain net proceeds, if any, derived from any consideration that is paid to Cyclerion as a result of the disposition of Cyclerion’s pre-Merger legacy assets, net of any indemnity obligations, transaction costs and certain other expenses, during the period beginning on the date of the closing of the Merger and ending (i) with respect to the sale, transfer, license or other disposition of all pre-Merger legacy assets other than those pre-Merger legacy assets described in the following clauses (ii) and (iii), upon the second anniversary of the Closing Date, (ii) with respect to Cyclerion’s right to receive payments under that License Agreement, dated June 3, 2021, between Cyclerion and Akebia Therapeutics, Inc. (the “Akebia License Agreement”), the earlier of (A) the fifteenth anniversary of the date of entry into the CVR Agreement and (B) the expiration or earlier termination by Akebia Therapeutics, Inc. of the Akebia License Agreement pursuant to its terms, and (iii) with respect to the sale, transfer or other disposition of the shares of common stock of Tisento Therapeutics Holdings, Inc. (“Tisento”) that were acquired by Cyclerion pursuant to that certain Asset Purchase Agreement, dated May 13, 2023, by and among Cyclerion, Tisento and JW Cycle, Inc., the earliest of (A) nine months following the date of the consummation of Tisento’s initial public offering pursuant to a registration statement filed with, and declared effective by, the Securities and Exchange Commission pursuant to the Securities Act, (B) the sale of Tisento, and (C) the seventh anniversary of the Closing Date.
The Legacy Asset CVR and the Tisento CVR payments were not probable or reasonably estimable upon close of the Merger. The Company will continue to assess probability for both CVR payments on a quarterly basis and will record a derivative liability when probable and reasonably estimable. Additionally, the Company had Preliminarily determined that the fair value of Tisento investment was not material given the current lack of observable pricing, the early state of Tisento’s development activities and the significant uncertainty regarding its potential value. Therefore, the Company had reduced the Tisento investment to zero for purposes of the pro forma financial information as presented in adjustment 5(h) below. The Company assessed the observable and unobservable data points to consider fair value estimates through closing of the transaction.
2. Basis of Presentation
The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X. The adjustments presented in the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information necessary for an understanding of the Combined Company upon consummation of the Merger. The unaudited pro forma condensed combined statement of operations data for the six months ended June 30, 2026 and the unaudited proforma condensed combined statement of operations for the year ended December 31, 2025 gives effect to the Merger as if it had been consummated on January 1, 2025. The unaudited pro forma condensed combined balance sheet as of June 30, 2026 gives effect to the Merger and combines the historical balance sheets of Cyclerion and Korsana if the Merger had been consummated on June 30, 2026.
The unaudited pro forma condensed combined financial information is based on the assumptions and adjustments that are described in the accompanying notes. Differences between these preliminary accounting conclusions and estimates and the final accounting conclusions and amounts may occur as a result of, among other reasons: (i) changes in initial assumptions in the determination of the accounting acquirer and related accounting, (ii) changes in the amount of Cyclerion net cash assumed at the closing date, and (iii) other changes in Cyclerion’s assets and liabilities, which are expected to be completed after the closing of the Merger, and these differences could have a material impact on the accompanying unaudited pro forma condensed combined financial information and the Combined Company’s future results of operations and financial position. Prior to the consummation of the Merger, Cyclerion effected a one-for-seven reverse stock split of Cyclerions’ common stock, which became effective on September 8, 2026, which is reflected in the Exchange Ratio of 0.2074.
During the preparation of the accompanying unaudited pro forma combined financial information, Management is not aware of any material differences between Korsana’s accounting policies and the accounting policies of Cyclerion. Following the consummation of the Merger, Korsana conducted a more detailed review of Cyclerion’s accounting policies. As a result, Korsana may identify differences between the accounting policies of the two companies that, when conformed, could have had a material impact on the accompanying unaudited pro forma combined financial information.
3. Accounting for the Merger
The unaudited pro forma condensed combined financial information gives effect to the Merger, which was accounted for under U.S. GAAP as a reverse recapitalization of Cyclerion by Korsana, as the transaction is, in essence, the issuance of equity for Cyclerion’s net assets, which primarily consisted of nominal operations and nominal other net assets immediately before the Merger. Under this method of accounting, Korsana was considered the accounting acquirer for financial reporting purposes. This determination is based on the expectations that, immediately following the Merger:
| • | Immediately prior to the Merger, Korsana is not a variable interest entity as it has sufficient equity at risk in order to fund its next development milestones; |
| • | Korsana stockholders own a substantial majority of the voting rights in the Combined Company through existing ownership and additional interest through the Subscription Agreement; |
| • | Korsana’s largest stockholder retains the largest interest in the Combined Company (18.0%); |
| • | Korsana designated the initial members of the Combined Company board of directors; |
| • | Korsana’s executive management team became the management of the Combined Company; and |
| • | The Combined Company was renamed “Korsana Biosciences, Inc.” |
As a result of Korsana being the accounting acquirer, Korsana’s assets and liabilities were recorded at their pre-combination carrying amounts. Cyclerion’s assets and liabilities were measured and recognized at their fair values as of the effective time of the Merger. The Company had preliminarily determined that the fair value of Tisento investment was not material given the current lack of observable pricing, the early state of Tisento’s development activities and the significant uncertainty regarding its potential value. Therefore, the Company reduced the carrying value of the Tisento investment to $0 for purposes of the pro forma financial information as presented in adjustment 5(h) below. The Company continued to assess observable and unobservable data points to consider fair value estimates through the closing of the transaction. The Company determined that the carrying value of the other acquired operating assets and liabilities approximates fair value, with no goodwill or other intangible assets recorded. Any difference between the consideration transferred and the fair value of the net assets of Cyclerion following the determination of the actual consideration transferred for Cyclerion was reflected as an adjustment to additional paid-in capital. For periods prior to closing of the Merger, the historical financial statements of Korsana became the historical financial statements of the Combined Company. The Merger was accounted for as a reverse recapitalization.
4. Shares of Cyclerion Common Stock, Convertible Preferred Stock, Options, and Warrants Issued to Korsana Stockholders upon Closing of the Merger
At the closing of the Merger, all outstanding shares of Korsana common stock, on a fully-diluted basis, were exchanged for shares of Cyclerion common stock based on the Exchange Ratio of 0.2074 shares of Cyclerion common stock for each share of Korsana common stock, determined in accordance with the terms of the Merger Agreement. Each share of Korsana Series Seed preferred stock was converted into the right to receive a number of shares of newly created Cyclerion Series B non-voting Preferred Stock, equal to the Exchange Ratio divided by 1,000 (and each such share of newly created Cyclerion Series B non-voting Preferred Stock has the right to convert into 1,000 shares of Cyclerion common stock, subject to certain limitations). The number of shares of Cyclerion common stock that Cyclerion issued to Korsana’s stockholders assumes Cyclerion net cash at the closing of the Merger was $(2.3) million and was determined as follows:
| Shares of Korsana common stock outstanding as of June 30, 2026 (l) |
6,000,000 | |||
| Shares of Korsana convertible preferred stock to be issued in exchange of Korsana non-voting convertible preferred stock |
20,000,000 | |||
| Shares of Korsana convertible preferred stock to be issued in exchange of Korsana common stock |
69,819,280 | |||
| Shares of Korsana convertible preferred stock to be issued in exchange of Korsana pre-funded warrants |
5,680,720 | |||
| Shares of Korsana common stock to be issued upon exercise of Korsana stock options (2) |
34,152,978 | |||
| Shares of Korsana common stock to be issued upon exercise of Korsana warrants(3) |
1,102,561 | |||
| Shares of Korsana common stock to be issued in connection with the Subscription Agreements, see Note 5(c) |
140,516,578 | |||
| Korsana pre-funded warrants to be issued in connection with the Subscription Agreements, see Note 5(c) |
20,171,961 | |||
|
|
|
|||
| Total Korsana fully diluted shares prior to the closing of the merger |
297,444,078 | |||
| Exchange Ratio |
0.2074 | |||
|
|
|
|||
| Fully diluted shares to be issued to Korsana stockholders and Investors participating in Subscription Agreements upon closing of the Merger | 61,689,902 | |||
|
|
|
| (1) | Represents shares of Korsana common stock outstanding as of June 30, 2026, including 1,000,000 shares of unvested Korsana restricted stock. |
| (2) | Represents the outstanding options as of June 30, 2026 to acquire Korsana common stock. |
| (3) | Represents the outstanding warrants as of June 30, 2026 to acquire Korsana common stock. |
5. Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2026
The pro forma notes and adjustments, based on preliminary estimates that could change materially as additional information is obtained, are as follows:
Pro forma notes:
5(A) Derived from the unaudited balance sheet of Cyclerion as of June 30, 2026.
5(B) Derived from the unaudited balance sheet of Korsana as of June 30, 2026.
Pro forma Balance Sheet Transaction Accounting Adjustments:
5(a) To reflect incremental compensation expense of $0.5 million related to severance payments resulting from pre-existing employment agreement or from approval from the Cyclerion Board that were incurred prior to the closing of the Merger. The pro forma adjustment is reflected as a decrease in cash of $0.5 million for the severance payments made subsequent to June 30, 2026 and an increase to accumulated deficit of $0.5 million.
5(b) To reflect the conversion of all outstanding shares of Korsana Series A preferred stock, with a carrying amount of $150.6 million, to Cyclerion common stock and pre-funded warrants, as well as to reflect the reclassification of all outstanding Korsana Series Seed preferred stock, with a carrying value of $25.0 million, to newly created Cyclerion Series B preferred stock outside of stockholder’s equity (deficit). The Company’s Series B Non-Voting Convertible Preferred Stock are classified within temporary (mezzanine) equity under ASC 480 and ASC 480-10-S99. Although the Series B Preferred Stock is not mandatorily redeemable, certain provisions may require the Company to transfer cash or other assets upon the occurrence of events not solely within the Company’s control. For example, the Series B Preferred Stock includes fundamental transaction provisions pursuant to which, upon the occurrence of certain merger, change-in-control, or other similar transactions, holders may receive cash or other non-equity consideration in lieu of common shares. The occurrence of such transactions is not solely within the control of the Company and may involve shareholder approval. The conversion of the Korsana Series A preferred stock is recorded at the issuance of Cyclerion common stock at par value with the remaining amount recorded to additional paid-in capital.
5(c) To reflect the issuance of 29,143,139 shares of Korsana common stock and 4,183,665 pre-funded warrants, after giving effect to the Exchange Ratio, pursuant to the Subscription Agreement, for an aggregate purchase price of $380.0 million. The issuance of shares in connection with the Subscription Agreement are recorded as the issuance of Korsana common stock at par value with the remaining amount recorded to additional paid-in-capital.
5(d) To reflect estimated transaction costs of $25.7 million, not yet reflected in the historical financial statements, that are expected were incurred by Korsana in connection with the Merger and Pre-Closing Financing, and $3.0 million reflected in the historical financial statements as deferred offering costs, such as
advisory, legal and auditor fees, as a reduction in cash in the unaudited pro forma condensed combined balance sheet. As the Merger was accounted for as a reverse recapitalization equivalent to the issuance of equity for the net assets of Cyclerion, these direct and incremental costs are treated as a reduction of the net proceeds received within additional paid-in capital.
5(e) To reflect estimated transaction costs of $2.5 million, not yet reflected in the historical financial statements, which were incurred by Cyclerion in connection with the Merger, such as advisory, legal and auditor fees and including the estimated $0.6 million cost of a D&O tail policy, as a reduction in cash and an increase in accumulated deficit of $2.5 million in the unaudited pro forma condensed combined balance sheet.
5(f) To derecognize $0.1 million of Cyclerion’s prepaid expenses and other current assets consisting of $0.1 million of prepaid expenses related to software that was not fully utilized at the closing of the Merger.
5(g) To derecognize $0.2 million of Cyclerion’s accrued expenses consisting of $0.2 million of accrued professional and consulting fees that were paid prior to the closing of the Merger.
5(h) To reflect the elimination of Cyclerion’s historical equity investment of $5.3 million given the current lack of observable pricing, the early state of Tisento’s development activities and the significant uncertainty regarding its potential value. The Company has determined the fair value of the Tisento investment to be $0 and assessed observable and unobservable data points to consider fair value estimates through closing of the transaction.
5(i) To reflect the recapitalization of Korsana and the derecognition of accumulated other comprehensive income and the accumulated deficit of Cyclerion, which is reversed to additional paid-in capital.
The derecognition of accumulated deficit of Cyclerion of $284.5 million is determined as follows (in thousands):
| Accumulated deficit of Cyclerion as of June 30, 2026 |
$ | 275,952 | ||
| Compensation expense related to Cyclerion severance payments, see Note 5(a) |
520 | |||
| Estimated transaction costs of Cyclerion, see Note 5(e) |
2,490 | |||
| Derecognition of Cyclerion prepaid expenses, see Note 5(f) |
112 | |||
| Change in fair value of equity investment, see Note 5(h) |
5,350 | |||
|
|
|
|||
| Total adjustment to derecognize the accumulated deficit of Cyclerion |
$ | 284,424 | ||
|
|
|
5(j) To reflect the one-time post combination stock compensation expense of $0.4 million in general and administrative expense related to the acceleration of equity awards pursuant to a modification to accelerate vesting of certain Cyclerion stock options and restricted stock awards per the terms of the Merger Agreement, and a one-time cash payment of less than $0.1 million to settle certain in-the-money stock options.
6. Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations and Comprehensive Loss
The pro forma notes and adjustments, based on preliminary estimates that could change materially as additional information is obtained, are as follows:
Pro forma notes:
6(A) Derived from the unaudited condensed consolidated statements of operations and comprehensive loss of Cyclerion for the six months ended June 30, 2026.
6(B) Derived from the unaudited condensed consolidated statement of operations and comprehensive loss of Korsana for the six months ended June 30, 2026.
6(C) Derived from the audited consolidated statements of operations and comprehensive loss of Cyclerion for the year ended December 31, 2025.
6(D) Derived from the audited consolidated statement of operations and comprehensive loss of Korsana for the year ended December 31, 2025.
Korsana and Cyclerion did not record any provision or benefit for income taxes during the year ended December 31, 2025 nor for the six months ended June 30, 2026 because each company incurred a pre-tax loss in 2025 and expects to incur a pre-tax loss in 2026 and each company maintained a full valuation allowance on its deferred tax assets. Accordingly, the Company has not reflected any income tax effects related to the pro forma adjustments as it continues to expect a full valuation allowance will be required following the transaction.
Pro forma Statements of Operations Transaction Accounting Adjustments:
6(a) To reflect incremental compensation expense related to severance payments recorded in general and administrative expenses of $0.5 million, resulting from pre-existing employment agreement or from approval from the Cyclerion Board that were incurred upon the closing of the Merger, corresponding to the adjustment described in Note 5(a) as if it was made on January 1, 2025.
6(b) To reflect the derecognition of Cyclerion’s prepaid expenses and other current assets of $0.1 million related to $0.1 million of software that was not fully utilized at the closing of the Merger, corresponding to the adjustment made in Note 5(f) as if it was made on January 1, 2025.
6(c) To reflect the one-time postcombination stock compensation expense of $0.4 million in general and administrative expense pursuant to a modification to accelerate vesting of certain stock options and restricted stock awards, and the one-time cash payment above fair value to settle certain in-the-money stock options corresponding to the adjustment made in Note 5(j) as if it was made on January 1, 2025.
6(d) The pro forma combined basic and diluted net loss per share has been adjusted to reflect the pro forma net loss for the six months ended June 30, 2026 and the year ended December 31, 2025. In addition, the number of shares used in calculating the pro forma combined basic and diluted net loss per share has been adjusted to reflect the total number of shares of common stock of the Combined Company for the respective periods, after giving effect to the one-for-seven reverse stock split on Cyclerion’s common stock reflected in the Exchange Ratio of 0.2074. Pro forma weighted average shares outstanding includes the pre-funded warrants related to the Subscription Agreement as the exercise price is negligible and they are fully vested and exercisable. Shares of newly created Cyclerion Series B non-voting Preferred Stock share the same characteristics as common stock and have no substantive preference attributed to them and, accordingly, have been considered a class of common stock in the computation of net loss per share regardless of their legal form. Net loss is allocated to common stock based on its proportional ownership on an as-converted basis. Net loss is not allocated to participating securities as they do not have an obligation to fund losses.
The pro forma weighted average shares have been calculated as follows:
| June 30, 2026 | ||||
| Basic and Diluted | ||||
| Net loss attributable to common stockholders (in thousands) |
$ | (33,213 | ) | |
| Net loss attributable to Series B non-voting convertible preferred stockholders (in thousands) |
$ | (2,589 | ) | |
| Historical weighted average number of Cyclerion common shares outstanding |
4,228,000 | |||
| Shares of Cyclerion common stock issued to Korsana stockholders upon close of Merger, assuming consummation of the Merger as of January 1, 2025(1) |
48,985,504 | |||
|
|
|
|||
| Pro forma combined weighted average number of common shares outstanding |
53,213,504 | |||
|
|
|
|||
| Pro forma combined weighted average number of shares of Series B non-voting convertible preferred stock outstanding |
4,148 | |||
| Net loss per share attributable to common stockholders, basic and diluted |
$ | (0.62 | ) | |
| Net loss per share attributable to Series B non-voting convertible preferred stockholders, basic and diluted |
$ | (624.16 | ) | |
| December 31, 2025 | ||||
| Basic and Diluted | ||||
| Net loss attributable to common stockholders (in thousands) |
$ | (37,277 | ) | |
| Net loss attributable to Series B non-voting convertible preferred stockholders (in thousands) |
$ | (2,964 | ) | |
| Historical weighted average number of Cyclerion common shares outstanding |
3,181,000 | |||
| Shares of Cyclerion common stock issued to Korsana stockholders upon close of Merger, assuming consummation of the Merger as of January 1, 2025(1) |
48,985,504 | |||
|
|
|
|||
| Pro forma combined weighted average number of common shares outstanding |
52,166,504 | |||
|
|
|
|||
| Pro forma combined weighted average number of shares of Series B non-voting convertible preferred stock outstanding |
4,148 | |||
| Net loss per share attributable to common stockholders, basic and diluted |
$ | (0.71 | ) | |
| Net loss per share attributable to Series B non-voting convertible preferred stockholders, basic and diluted |
$ | (714.58 | ) | |
| (1) | Represents the shares of Cyclerion common stock and pre-funded warrants issued to Korsana stockholders at the closing of the Merger, excluding (i) the outstanding and unvested Korsana restricted |
stock and options to purchase Korsana common stock at the closing of the Merger that were converted to the right to receive 207,400 shares of the Cyclerion common stock as of June 30, 2026 and December 31, 2025, and 7,083,260 options to purchase shares of Cyclerion common stock as of June 30, 2026 and December 31, 2025 after reflecting the Exchange Ratio, (ii) the outstanding shares of Korsana Series Seed preferred stock that were exchanged for 4,148 shares of newly created Cyclerion Series B Preferred Stock as of June 30, 2026 and December 31, 2025, and (iii) the outstanding warrants to purchase Korsana common stock at the closing of the Merger that were converted to the right to receive 228,738 warrants to purchase shares of Cyclerion common stock as of June 30, 2026 and December 31, 2025, after reflecting the Exchange Ratio. The shares of Cyclerion common stock issued in exchange for shares of Korsana restricted stock and options to purchase shares of Cyclerion common stock issued in exchange for options to purchase shares of Korsana common stock are subject to the same vesting and forfeiture conditions, applicable, as they were prior to the Merger.
Please see below selected financial data presenting selected share and per share data reflecting the effect of the reverse stock split on all periods previously reported. The selected financial data is derived from the consolidated financial statements included in the Cyclerion Annual Report on Form 10-K filed with the SEC on March 30, 2026 and Quarterly Report on Form 10-Q filed with the SEC on August 4, 2026, as adjusted to reflect the Exchange Ratio of 0.2074, which is reflective of a one-for-seven reverse stock split, for all periods presented.
| Years Ended | ||||||||
| AS REPORTED | December 31, | |||||||
| (in thousands, except for per share amounts) |
2025 | 2024 | ||||||
| Weighted average number of Cyclerion common shares outstanding, basic and diluted |
3,181 | 2,518 | ||||||
| Common shares outstanding at period end |
3,821 | 2,546 | ||||||
| Net loss attributable to common stockholders |
$ | (3,528 | ) | $ | (3,063 | ) | ||
| Net loss per share, basic and diluted |
$ | (1.10 | ) | $ | (1.21 | ) | ||
| Three Months Ended March 31, |
||||||||
| 2026 | 2025 | |||||||
| Weighted average number of Cyclerion common shares outstanding, basic and diluted |
4,205 | 2,556 | ||||||
| Common shares outstanding at period end |
4,241 | 3,061 | ||||||
| Net loss attributable to common stockholders |
$ | (3,177 | ) | $ | (1,429 | ) | ||
| Net loss per share, basic and diluted |
$ | (0.76 | ) | $ | (0.56 | ) | ||
| Three Months Ended June 30, |
||||||||
| 2026 | 2025 | |||||||
| Weighted average number of Cyclerion common shares outstanding, basic and diluted |
4,251 | 3,071 | ||||||
| Common shares outstanding at period end |
4,256 | 3,076 | ||||||
| Net loss attributable to common stockholders |
$ | (1,755 | ) | (324 | ) | |||
| Net loss per share, basic and diluted |
$ | (0.41 | ) | $ | (0.11 | ) | ||
| Six Months Ended June 30, |
||||||||
| 2026 | 2025 | |||||||
| Weighted average number of Cyclerion common shares outstanding, basic and diluted |
4,228 | 2,842 | ||||||
| Common shares outstanding at period end |
4,256 | $ | 3,076 | |||||
| Net loss attributable to common stockholders |
$ | (4,932 | ) | $ | (1,753 | ) | ||
| Net loss per share, basic and diluted |
$ | (1.17 | ) | $ | (0.62 | ) | ||
| AS ADJUSTED FOR THE ONE-FOR-SEVEN REVERSE STOCK | Years Ended | |||||||
| SPLIT (REFLECTED IN EXCHANGE RATIO OF 0.2074) | December 31, | |||||||
| (in thousands, except for per share amounts) |
2025 | 2024 | ||||||
| Weighted average number of Cyclerion common shares outstanding, basic and diluted |
454 | 360 | ||||||
| Common shares outstanding at period end |
546 | 364 | ||||||
| Net loss attributable to common stockholders |
$ | (3,528 | ) | $ | (3,063 | ) | ||
| Net loss per share, basic and diluted |
$ | (128.81 | ) | $ | (117.44 | ) | ||
| Three Months Ended March 31, |
||||||||
| 2026 | 2025 | |||||||
| Weighted average number of Cyclerion common shares outstanding, basic and diluted |
601 | 365 | ||||||
| Common shares outstanding at period end |
606 | 437 | ||||||
| Net loss attributable to common stockholders |
$ | (3,177 | ) | $ | (1,429 | ) | ||
| Net loss per share, basic and diluted |
$ | (189.08 | ) | $ | (255.52 | ) | ||
| Three Months Ended June 30, |
||||||||
| 2026 | 2025 | |||||||
| Weighted average number of Cyclerion common shares outstanding, basic and diluted |
607 | 439 | ||||||
| Common shares outstanding at period end |
608 | 439 | ||||||
| Net loss attributable to common stockholders |
$ | (1,755 | ) | (324 | ) | |||
| Net loss per share, basic and diluted |
$ | (346.03 | ) | $ | (1,354.06 | ) | ||
| Six Months Ended June 30, |
||||||||
| 2026 | 2025 | |||||||
| Weighted average number of Cyclerion common shares outstanding, basic and diluted |
604 | 406 | ||||||
| Common shares outstanding at period end |
608 | 439 | ||||||
| Net loss attributable to common stockholders |
$ | (4,932 | ) | $ | (1,753 | ) | ||
| Net loss per share, basic and diluted |
$ | (122.47 | ) | $ | (231.60 | ) | ||
Filing Exhibits & Attachments
22 documentsPress Releases
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- EX-2.2 EX-2.2 13.3 KB
- EX-3.4 EX-3.4 35.0 KB
- EX-3.5 EX-3.5 38.5 KB
- EX-3.6 EX-3.6 107.0 KB
- EX-4.2 EX-4.2 69.6 KB
- EX-14.1 EX-14.1 69.0 KB
- EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
- EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 14.3 KB
- EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 24.1 KB
- EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 15.2 KB