Korsana Biosciences to go public via Cyclerion (CYCN) reverse merger and $380M PIPE
Rhea-AI Filing Summary
Cyclerion Therapeutics agreed to merge with privately held Korsana Biosciences in an all‑stock transaction that effectively hands control to Korsana. Based on the agreed exchange ratio and before the large financing, pre‑merger Korsana stockholders are expected to own approximately 98.5% of the combined company, with pre‑merger Cyclerion shareholders owning about 1.5%.
Concurrently, Korsana investors committed approximately $380 million in a private placement expected to fund operations into 2029 and support development of lead Alzheimer’s candidate KRSA‑028. Cyclerion shareholders will also receive contingent value rights tied to future monetization of legacy assets, while the company plans to rename itself Korsana Biosciences, implement a reverse stock split, create new Series B non‑voting convertible preferred stock and reconstitute the board under Korsana’s leadership.
Positive
- Robust funding runway: Concurrent private placement of approximately $380 million is expected to fund Korsana’s operations into 2029, supporting multiple KRSA‑028 clinical milestones and providing substantial capital for the combined company’s Alzheimer’s and neurodegeneration pipeline.
Negative
- Severe dilution and loss of control for existing shareholders: Upon closing and before financing adjustments, pre‑merger Cyclerion shareholders are expected to own only about 1.5% of the combined company versus approximately 98.5% for pre‑merger Korsana holders, representing a major ownership shift.
Insights
Reverse merger hands control to Korsana while adding $380 million to fund an Alzheimer’s pipeline.
The transaction effectively turns Cyclerion into a public vehicle for Korsana. Pre‑merger Korsana holders are expected to own about 98.5% of the combined company, leaving existing Cyclerion shareholders at roughly 1.5%. That is a substantial change of control, but Cyclerion holders keep upside through equity and legacy‑asset CVRs.
On the upside, the deal brings approximately $380 million of new capital in a concurrent private placement, with proceeds expected to fund Korsana into 2029 and through key KRSA‑028 data in 2027. Governance and capital structure will be reshaped via a reverse stock split, creation of non‑voting Series B Preferred Stock with board election rights, and a new Korsana‑designated six‑member board, so the combined company will effectively operate as Korsana Biosciences going forward.
8-K Event Classification
Key Figures
Key Terms
Beneficial Ownership Limitation financial
Series B Non-Voting Convertible Preferred Stock financial
Contingent Value Rights Agreement financial
Hart Scott-Rodino Antitrust Improvements Act of 1976 regulatory
reverse stock split financial
pre-funded warrants financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
Merger Agreement
On April 1, 2026, Cyclerion Therapeutics, Inc., a Massachusetts corporation (“Cyclerion”), Cariboos Merger Sub Corp., a Delaware corporation and a 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, together with First Merger Sub, “Merger Sub”), and Korsana Biosciences, Inc., a Delaware corporation (“Korsana”), entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), pursuant to which, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, (i) First Merger Sub will merge 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 (ii) immediately following the First Merger and as part of the same overall transaction as the First Merger, Korsana will merge with and into Second Merger Sub (the “Second Merger” and, together with the First Merger, the “Merger”). 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.
Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), (a) each then-outstanding share of Korsana common stock and Korsana preferred stock designated as “Series A Preferred Stock” will be converted into the right to receive a number of shares of Cyclerion common stock calculated in accordance with the Merger Agreement (the “Exchange Ratio”); provided, that in the event the aggregate number of shares of Cyclerion common stock issuable to holders of Korsana capital stock would result in the issuance of shares of Cyclerion common stock to a holder in excess of a specified percentage (initially set at a percentage up to 14.99%) total outstanding shares of Cyclerion common stock (such specified percentage, a “Beneficial Ownership Limitation”), then Cyclerion will issue to any such holder (x) shares of Cyclerion common stock up to such holder’s Beneficial Ownership Limitation and (y) in lieu of any shares in excess of such holder’s Beneficial Ownership Limitation, pre-funded warrants (the “Pre-Funded Warrants”), to purchase a number of shares of Cyclerion common stock upon exercise of such Pre-Funded Warrants equal to such excess shares, (b) each then-outstanding share of Korsana preferred stock designated as “Series Seed Preferred Stock” will be converted into the right to receive a number of shares of Series B Preferred Stock (as defined below) of Cyclerion calculated in accordance with the Merger Agreement, (c) each then-outstanding option to purchase shares of Korsana capital stock will be assumed by Cyclerion, subject to adjustment as set forth in the Merger Agreement, (d) each then-outstanding restricted stock unit award for shares of Korsana capital stock will be assumed by Cyclerion, subject to adjustment as set forth in the Merger Agreement and (e) each then-outstanding warrant to purchase shares of Korsana capital stock will be assumed by Cyclerion, subject to adjustment as set forth in the Merger Agreement. Under the terms of the Merger Agreement, prior to the closing of the Merger, the board of directors of Cyclerion (the “Board”) will accelerate the vesting of all equity awards of Cyclerion then outstanding but not then vested or exercisable. Each option to acquire shares of Cyclerion common stock with an exercise price per share greater than the volume weighted average closing trading price of a share of Cyclerion common stock on The Nasdaq Capital Market (“Nasdaq”) for the five (5) consecutive trading days ending three (3) trading days immediately prior to the date that is five (5) business days before the date of the Cyclerion shareholder meeting (the “Parent Closing Price”) will be cancelled in accordance with the terms of the Merger Agreement. At the closing of the Merger, each option to acquire shares of Cyclerion common stock with an exercise price less than or equal to the Parent Closing Price will be cancelled and converted into the right to receive an amount in cash without interest, less applicable tax withholding, equal to the product obtained by multiplying (i) the excess of the Parent Closing Price over the exercise price per share of the Cyclerion common stock underlying such option by (ii) the number of shares of Cyclerion common stock underlying such option.
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Pursuant to the Exchange Ratio formula in the Merger Agreement, upon the closing of the Merger (and prior to closing of the financing described below), on a pro forma basis and based upon the number of shares of Cyclerion common stock expected to be issued in the Merger, pre-Merger Korsana stockholders will own approximately 1.5% of the combined company and pre-Merger Cyclerion shareholders will own approximately 98.5% of the combined company. For purposes of calculating the Exchange Ratio, (i) shares of Cyclerion common stock underlying options to purchase shares of Cyclerion common stock with an exercise price less than or equal to the Parent Closing Price and other rights to receive shares of Cyclerion common stock (other than options to acquire shares of Cyclerion common stock, to the extent cancelled at or prior to closing of the Merger in accordance with the Merger Agreement) outstanding as of immediately prior to the closing of the Merger will be deemed to be outstanding (on a fully-diluted and as-converted to Cyclerion common stock basis), and (ii) all shares of Korsana common stock underlying outstanding Korsana stock options, restricted stock units, warrants and other rights to receive shares of Korsana capital stock will be deemed to be outstanding (on a fully-diluted and as-converted to Korsana common stock basis), except for certain stock options and other equity awards made to directors, employees, consultants and other service providers of Korsana. The Exchange Ratio will be adjusted to the extent that Cyclerion net cash at closing is less than or greater than $0 and will be based on the amount of proceeds actually received by Korsana in the financing transaction described below, as further described in the Merger Agreement.
In connection with the Merger, Cyclerion will seek the approval of its shareholders to, among other things, (a) issue shares of Cyclerion common stock issuable in connection with the Merger (including the shares of Cyclerion common stock issuable under the Series B Preferred Stock) and the financing described below under the rules of Nasdaq, and (b) amend its restated articles of organization to (i) change the name of Cyclerion to Korsana Biosciences, Inc., (ii) effect a reverse stock split of Cyclerion common stock, (iii) increase the number of shares of Cyclerion common stock that Cyclerion is authorized to issue, (iv) redomicile Cyclerion from Massachusetts to such jurisdiction as may be determined by Korsana, (v) designate shares of Cyclerion’s preferred stock as the Series B Preferred Stock and (vi) such other changes as are mutually agreeable to Cyclerion and Korsana (the “Cyclerion Voting Proposals”). In connection with these matters, Cyclerion intends to file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (the “Form S-4”), which will include a proxy statement and other relevant materials relating to a meeting of Cyclerion shareholders to be held in connection with the Cyclerion Voting Proposals.
Each of Cyclerion and Korsana has agreed to customary representations, warranties and covenants in the Merger Agreement, including, among others, covenants relating to (1) using commercially reasonable efforts to obtain the regulatory approvals required by applicable law, (2) nonsolicitation of alternative acquisition proposals, (3) the conduct of their respective businesses during the period between the date of signing the Merger Agreement and the closing of the Merger, (4) Cyclerion using commercially reasonable efforts to maintain the existing listing of the Cyclerion common stock on Nasdaq and cause the shares of Cyclerion common stock to be issued in connection with the Merger to be approved for listing on Nasdaq prior to the closing of the Merger, and (5) Cyclerion filing with the SEC the Form S-4.
Consummation of the Merger is subject to certain closing conditions, including, among other things, (1) approval by requisite Cyclerion shareholders of the Cyclerion Voting Proposals, (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, (4) Cyclerion’s Form S-4 becoming effective in accordance with the Securities Act of 1933, as amended (the “Securities Act”), and not being subject to any stop order or proceeding seeking a stop order, (5) the expiration of any applicable waiting periods (or extensions thereof) under the Hart Scott-Rodino Antitrust Improvements Act of 1976, as amended, and (6) the securities purchase agreement (described below) being in full force and effect providing for the receipt of not less than $150,000,000. Each party’s
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obligation to consummate the Merger is also subject to other specified customary conditions, including regarding the accuracy of the representations and warranties of the other party, subject to the applicable materiality standard, and the performance in all material respects by the other party of its obligations under the Merger Agreement required to be performed on or prior to the date of the closing of the Merger.
The Merger Agreement contains certain termination rights of each of Cyclerion and Korsana. Upon termination of the Merger Agreement under specified circumstances, Cyclerion may be required to pay Korsana a termination fee and Korsana may be required to pay Cyclerion a termination fee.
Pursuant to Articles of Amendment to Cyclerion’s restated articles of organization to be filed by Cyclerion with the Secretary of the Commonwealth of Massachusetts (the “Articles of Amendment”) in connection with the Merger Agreement and the transactions thereunder, Cyclerion will establish the terms of a new series of preferred stock of Cyclerion designated as Series B Non-Voting Convertible Preferred Stock, no par value per share (the “Series B Preferred Stock”). Holders of the Series B Preferred Stock will be entitled to receive dividends on shares of Series B Preferred Stock equal to, on an as-if-converted-to-Cyclerion common stock basis, and in the same form as dividends actually paid on shares of the Cyclerion common stock. Except as otherwise required by the Articles of Amendment or law, the Series B Preferred Stock will not have voting rights. However, as long as any shares of Series B Preferred Stock are outstanding, Cyclerion will not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Series B Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series B Preferred Stock, (b) alter or amend the description of rights of the Series B Preferred Stock set forth in its articles of organization, (c) amend its articles of organization, bylaws or other charter documents in any manner that adversely affects any rights of the holders of the Series B Preferred Stock, (d) file any articles of amendment, description of rights, preferences, limitations and relative rights of any series of Preferred Stock (as defined in the Articles of Amendment), if such action would adversely alter or change the preferences, rights, privileges or powers of, or restrictions provided for the benefit of the Series B Preferred Stock, (e) issue further shares of the Series B Preferred Stock or increase or decrease (other than by conversion) the number of authorized shares of the Series B Preferred Stock, (f) at any time while at least 30% of the originally issued Series B Preferred Stock remains issued and outstanding, (i) consummate either (A) a Fundamental Transaction (as defined in Cyclerion’s articles of organization) or (B) any merger or consolidation of Cyclerion or other business combination in which the shareholders of Cyclerion immediately before such transaction do not hold at least a majority of the capital stock of Cyclerion immediately after such transaction, (ii) increase the size of the Board, (iii) adopt, amend or repeal any written delegation of authority policy, corporate authority matrix or similar document, framework or schedule unless approved by the unanimous vote of the Board, or (iv) retain or replace Cyclerion’s registered independent public accounting firm, independent compensation consultant or corporate counsel, or (g) enter into any agreement with respect to any of the foregoing. The Articles of Amendment provide that for so long as at least 30% of the Series B Preferred Stock remains issued and outstanding, (i) the holders of record, exclusively and voting together as a separate class on an as-converted to common stock basis, shall be entitled to elect four (4) directors of Cyclerion (the “Preferred Directors”); and (ii) the holders of record of the shares of common stock and of any other class or series of voting stock (including the Series B Preferred Stock), exclusively and voting together as a single class on an as-converted to common stock basis, shall be entitled to elect the balance of the total number of directors of Cyclerion (the “At-Large Directors”); provided, however, for administrative convenience, the initial Preferred Directors may also be appointed by the Board in connection with the approval of the initial issuance of Series B Preferred Stock without a separate action by the holders. The Series B Preferred Stock does not have a preference upon any liquidation, dissolution or winding-up of Cyclerion.
Following the closing of the Merger, each share of Series B Preferred Stock then outstanding shall be convertible, at any time and from time to time, at the option of the holder of the Series B Preferred Stock,
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into a number of shares equal to 1,000 shares of Cyclerion common stock, subject to certain limitations, including that a holder of Series B Preferred Stock is prohibited from converting shares of Series B Preferred Stock into shares of Cyclerion common stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than a specified percentage (initially set at 19.99%) of the total number of shares of Cyclerion common stock issued and outstanding immediately after giving effect to such conversion.
The transaction has received approval by the Board of Directors of both companies and is expected to close in the third quarter of 2026, subject to certain closing conditions, including, among other things, approval by the shareholders of Cyclerion and the stockholders of Korsana and the satisfaction of customary closing conditions.
At the effective time of the Merger, the Board is expected to consist of six (6) members, all of whom will be designated by Korsana. Upon the closing of the transaction, the combined company will be led by Korsana’s president and chief executive officer.
Financing Transaction
Concurrently with the execution and delivery of the Merger Agreement, certain institutional and accredited investors have entered into a securities purchase agreement (the “Purchase Agreement”) with Korsana, pursuant to which they have agreed, subject to the terms and conditions of such agreements, to purchase immediately prior to the Effective Time, shares of Korsana common stock and pre-funded warrants (together, the “PIPE Securities”) for an aggregate purchase price of approximately $380 million in a private placement (the “Private Placement”). The closing of the Private Placement is conditioned on the satisfaction or waiver of the conditions set forth in the Merger Agreement (in addition to other customary closing conditions) and is expected to occur immediately prior to the Effective Time.
The Purchase Agreement contains customary representations and warranties of Korsana, on the one hand, and the investors, on the other hand, and customary indemnification provisions. The Private Placement is also subject to approval of Korsana’s stockholders which is expected to be received at the same time as the approval of the Merger.
Pursuant to the terms of the Purchase Agreement, at closing of the Private Placement, Korsana will enter into a Registration Rights Agreement (the “Registration Rights Agreement”) with the purchasers of the PIPE Securities, which will provide for the registration and resale of the Cyclerion common stock issuable in exchange for the PIPE Securities upon closing of the Merger and the shares of Cyclerion common stock issuable upon exercise of the pre-funded warrants following the Merger, in accordance with the terms of the Registration Rights Agreement.
Shares of Korsana common stock and pre-funded warrants issued pursuant to this financing transaction will be converted into shares of Cyclerion common stock and pre-funded warrants to acquire shares Cyclerion common stock, in accordance with the Exchange Ratio and the Merger Agreement.
Contingent Value Rights Agreement
At or prior to the Effective Time, Cyclerion will enter into a Contingent Value Rights Agreement (the “CVR Agreement”) with a rights agent (“Rights Agent”) pursuant to which Cyclerion’s pre-Merger shareholders will receive 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 will represent 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
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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 (2nd) 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 (15th) 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 (9) 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 (7th) anniversary of the Closing Date.
The contingent payments under the CVR Agreement, if they become payable, will become payable to the Rights Agent for subsequent distribution to the holders of the CVRs. 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 holders of CVRs will receive any payments with respect thereto.
The right to the contingent payments contemplated by the CVR Agreement is a contractual right only and will not be transferable, except in the limited circumstances specified in the CVR Agreement. The CVRs will not be evidenced by a certificate or any other instrument and will not be registered with the SEC. The CVRs will not have any voting or dividend rights and will not represent any equity or ownership interest in Cyclerion or any of its affiliates. No interest will accrue on any amounts payable in respect of the CVRs.
Support Agreements and Lock-Up Agreement
Concurrently with the execution of the Merger Agreement, (i) certain stockholders of Korsana (solely in their respective capacities as Korsana stockholders) holding approximately 43.9% of the outstanding shares of Korsana capital stock have 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 (ii) the directors and officers of Cyclerion holding approximately 24.2% of the outstanding shares of Cyclerion common stock have entered into support agreements with Cyclerion and Korsana to vote all of their shares of Cyclerion common stock in favor of the Cyclerion Voting Proposals and against any alternative acquisition proposals (the “Cyclerion Support Agreements,” and, together with the Korsana Support Agreements, the “Support Agreements”).
Concurrently with the execution of the Merger Agreement, certain executive officers, directors and stockholders of Korsana have entered into lockup agreements (the “Lock-Up Agreements”) pursuant to which, subject to specified exceptions, they have agreed not to transfer their shares of Cyclerion common stock for the 180-day period following the closing of the Merger.
The preceding summaries of the Merger Agreement, the Articles of Amendment, the Support Agreements, the CVR Agreement, the Purchase Agreement and the Lock-Up Agreements do not purport to be complete and are qualified in their entirety by reference to the Merger Agreement, the form Articles of Amendment, the form of Korsana Support Agreement, the form of Cyclerion Support Agreement, the form of Purchase Agreement, the form of Registration Rights Agreement, the form of Lock-Up Agreement and the form of CVR Agreement, which are filed as Exhibits 2.1, 3.1, 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6, respectively, to this Current Report on Form 8-K and which are incorporated herein by reference. The Merger Agreement
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has been attached as an exhibit to this Current Report on Form 8-K to provide investors and securityholders with information regarding its terms. It is not intended to provide any other factual information about Korsana or Cyclerion or to modify or supplement any factual disclosures about Cyclerion in its public reports filed with the SEC. The Merger Agreement includes representations, warranties and covenants of Korsana, Cyclerion and Merger Sub made solely for the purpose of the Merger Agreement and solely for the benefit of the parties thereto in connection with the negotiated terms of the Merger Agreement. Investors should not rely on the representations, warranties and covenants in the Merger Agreement or any descriptions thereof as characterizations of the actual state of facts or conditions of Korsana, Cyclerion or any of their respective affiliates. Moreover, certain of those representations and warranties may not be accurate or complete as of any specified date, may be subject to a contractual standard of materiality different from those generally applicable to SEC filings or may have been used for purposes of allocating risk among the parties to the Merger Agreement, rather than establishing matters of fact.
Item 5.01 Changes in Control of Registrant.
To the extent required by this Item, the information included in Item 1.01 of this Current Report on Form 8-K 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.
To the extent required by this Item, the information included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
On April 1, 2026, the Company entered into an amended and restated offer letter (the “A&R Graul Offer Letter”) with its Regina Graul, Ph.D., Cyclerion’s President and Chief Executive Officer.
Under the A&R Graul Offer Letter, Ms. Graul will be entitled, at the Board’s discretion, to receive a bonus of up to $150,000 payable upon the consummation of transaction resulting in a change of control of Cyclerion. Ms. Graul is also entitled to (i) severance pay of nine months’ base salary, (ii) acceleration of vesting of any then unvested shares under then unvested and outstanding Cyclerion equity or equity-based awards and (iii) health insurance premium contributions for twelve (12) months, in each case, following termination without cause or resignation for Good Reason (as defined in the A&R Graul Offer Letter).
The foregoing summary of the principal terms of the A&R Graul Offer Letter does not purport to be complete and is qualified in its entirety by reference to the full copy of the A&R Graul Offer Letter filed hereto as Exhibit 10.7 and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On April 1, 2026, Cyclerion and Korsana issued a joint press release announcing the entry into the Merger Agreement. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference, except that the information contained on the websites referenced in the press release is not incorporated herein by reference.
Furnished as Exhibit 99.2 hereto and incorporated herein by reference is the investor presentation that will be used by Cyclerion and Korsana in connection with the Merger, including the conference call described below.
Cyclerion hosted a conference call to discuss the Merger as well as Korsana’s platform and pipeline assets at 8:00 a.m. Eastern time on April 1, 2026. Furnished as Exhibit 99.3 hereto and incorporated herein by reference is the transcript that was used by Cyclerion and Korsana in connection with the merger agreement announcement conference call.
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The information in this Item 7.01, including Exhibits 99.1, 99.2 and 99.3 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (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 Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Forward-Looking Statements
This Current Report on Form 8-K and the exhibits filed or furnished herewith contain forward-looking statements (including within the meaning of Section 21E of the Exchange Act and Section 27A of the Securities Act) concerning Cyclerion, Korsana, the proposed transactions and other matters. These forward-looking statements include express or implied statements relating to the structure, timing and completion of the proposed Merger; the combined company’s listing on Nasdaq after closing of the proposed Merger; expectations regarding the ownership structure of the combined company; expectations regarding the financing transaction and the closing thereof; the expected executive officers and directors of the combined company; the expected contribution and payment of dividends in connection with the Merger, including the timing thereof; the future operations of the combined company; the nature, strategy and focus of the combined company; the development and commercial potential and potential benefits of any product candidates of the combined company; anticipated preclinical and clinical drug development activities and related timelines, including the expected timing for data and other clinical results; and other statements that are not historical fact. The words “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “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 Cyclerion, Korsana or the proposed transaction will be those that have been anticipated.
The forward-looking statements contained in this communication are based on current expectations and beliefs concerning future developments and their potential effects and therefore subject to other risks and uncertainties. These risks and uncertainties include, but are not limited to, risks associated with the possible failure to satisfy the conditions to the closing or consummation of the Merger, including Cyclerion’s failure to obtain shareholder approval for the Merger, risks associated with the potential failure to complete the financing transaction in a timely manner or at all, risks associated with the uncertainty as to the timing of the consummation of the Merger and the ability of each of Cyclerion and Korsana to consummate the transactions contemplated by the Merger, risks associated with Cyclerion’s continued listing on Nasdaq until closing of the Merger, the failure or delay in obtaining required approvals from any governmental or quasi-governmental entity necessary to consummate the Merger; the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Merger prior to the closing or consummation of the Merger, risks associated with the possible failure to realize certain anticipated benefits of the Merger, including with respect to future financial and operating results; the effect of the completion of the Merger on the combined company’s business relationships, operating results and business generally; risks associated with the combined company’s ability to manage expenses and unanticipated spending and costs that could reduce the combined company’s cash resources; risks related to the combined company’s ability to correctly estimate its operating expenses and other events; changes in capital resource requirements; risks related to the inability of the combined company to obtain sufficient additional capital to continue to advance its product candidates or its preclinical programs; the outcome of any legal proceedings that may be instituted against the combined company or any of its directors or officers related
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to the Merger Agreement or the transactions contemplated thereby; the ability of the combined company to obtain, maintain and protect its intellectual property rights, in particular those related to its product candidates; the combined company’s ability to advance the development of its product candidates or preclinical activities under the timelines it anticipates in planned and future clinical trials; the combined company’s ability to replicate in later clinical trials positive results found in preclinical studies and early-stage clinical trials of its product candidates; the combined company’s ability to realize the anticipated benefits of its research and development programs, strategic partnerships, licensing programs or other collaborations; regulatory requirements or developments and the combined company’s ability to obtain necessary approvals from the U.S. Food and Drug Administration or other regulatory authorities; changes to clinical trial designs and regulatory pathways; competitive responses to the Merger and changes in expected or existing competition; unexpected costs, charges or expenses resulting from the Merger; potential adverse reactions or changes to business relationships resulting from the completion of the Merger; legislative, regulatory, political and economic developments; and those risks and uncertainties and other factors more fully described in filings with the Securities and Exchange Commission, including reports filed on Form 10-K, 10-Q and 8-K and in other filings made by Cyclerion with the SEC from time to time and available at www.sec.gov. These forward-looking statements are based on current expectations, and with regard to the proposed transaction, are based on Cyclerion’s current expectations, estimates and projections about the expected date of closing of the proposed transaction and the potential benefits thereof, its business and industry, management’s beliefs and certain assumptions made by Cyclerion, all of which are subject to change. Such forward-looking statements are made as of the date of this release, and the parties undertake no obligation to update such statements to reflect subsequent events or circumstances, except as otherwise required by securities and other applicable law.
No Offer or Solicitation
This Current Report on Form 8-K and the exhibits filed or furnished herewith are not intended to and do not constitute (i) a solicitation of a proxy, consent or approval with respect to any securities or in respect of the proposed transaction or (ii) an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.
NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS CURRENT REPORT ON FORM 8-K AND THE EXHIBITS FILED OR FURNISHED HEREWITH ARE TRUTHFUL OR COMPLETE.
Important Additional Information About the Proposed Transaction Will be Filed with the SEC
This Current Report on Form 8-K and the exhibits filed or furnished herewith are not substitutes for any other document that Cyclerion may file with the SEC in connection with the proposed transaction, including the registration statement on Form S-4 (the “Form S-4”) that will contain a proxy statement and prospectus. In connection with the proposed transaction between Cyclerion and Korsana, Cyclerion intends to file relevant materials with the SEC, including the Form S-4. CYCLERION URGES INVESTORS AND SHAREHOLDERS TO READ THE REGISTRATION STATEMENT, INCLUDING THE PROXY STATEMENT/PROSPECTUS CONTAINED THEREIN, AND ANY
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OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CYCLERION, KORSANA, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and shareholders will be able to obtain free copies of the Form S-4 and other documents filed by Cyclerion with the SEC (when they become available) through the website maintained by the SEC at www.sec.gov. In addition, investors and shareholders should note that Cyclerion communicates with investors and the public using its website (https://www.cyclerion.com/) and the investor relations website (https://ir.cyclerion.com/) where anyone will be able to obtain free copies of the Registration Statement and included proxy statement/prospectus and other documents filed by Cyclerion with the SEC and shareholders are urged to read the Registration Statement and included proxy statement/prospectus and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed transaction.
Participants in the Solicitation
Cyclerion, Korsana and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from shareholders in connection with the proposed transaction. Information about Cyclerion’s directors and executive officers, including a description of their interests in Cyclerion is included in Cyclerion’s most recent definitive proxy statement, as filed with the SEC on April 29, 2025. Additional information regarding these persons and their interests in the proposed transaction will be included in the proxy statement/prospectus relating to the proposed transaction when it is filed with the SEC. These documents can be obtained free of charge from the sources indicated above.
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Item 9.01 Financial Statements and Exhibits.
(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. | |
| 3.1 | Form of Articles of Amendment to the Restated Articles of Organization of Cyclerion Therapeutics, Inc. | |
| 10.1 | Form of Korsana Support Agreement | |
| 10.2 | Form of Cyclerion Support Agreement | |
| 10.3 | Form of Korsana Securities Purchase Agreement | |
| 10.4 | Form of Registration Rights Agreement | |
| 10.5 | Form of Lock-Up Agreement | |
| 10.6 | Form of CVR Agreement | |
| 10.7 | A&R Graul Offer Letter | |
| 99.1 | Press Release, issued on April 1, 2026 | |
| 99.2 | Investor Presentation, dated April 2026 | |
| 99.3 | Conference Call Transcript dated April 1, 2026 | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) | |
| * | 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. |
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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.
| CYCLERION THERAPEUTICS, INC. | ||||||
| (Registrant) | ||||||
| By:. | /s/ Regina Graul, Ph.D | |||||
| Date: April 1, 2026 | Name: | Regina Graul, Ph.D. | ||||
| Title: | President and Chief Executive Officer | |||||
Exhibit 99.1
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Cyclerion Therapeutics and Korsana Biosciences Announce Merger Agreement
Combined company to operate as Korsana Biosciences and to advance Korsana’s potential best-in-class therapeutics to treat neurodegenerative diseases
Korsana’s lead program KRSA-028 is a next-generation shuttled monoclonal antibody targeting amyloid beta for the treatment of Alzheimer’s disease
Concurrent private financing of approximately $380 million expected to fund Korsana’s operations into
2029, including multiple clinical trial data readouts expected in 2027
Conference call scheduled for April 1, 2026, at 8:00 am ET
WALTHAM, Mass., April 1, 2026— Cyclerion Therapeutics, Inc. (“Cyclerion”) (Nasdaq: CYCN) and Korsana Biosciences, Inc. (“Korsana”), a privately-held biotechnology company discovering and developing novel therapies to reduce the burden of neurodegenerative diseases, today announced that they have entered into a definitive merger agreement for an all-stock transaction. Upon completion of the transaction, the combined company plans to operate under the name Korsana Biosciences, Inc. and trade on Nasdaq under the ticker symbol “KRSA.”
In support of the proposed merger, Korsana has secured commitments for an oversubscribed private investment that is expected to result in total gross proceeds of approximately $380 million from a syndicate of 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 exercisable for shares of Korsana common stock.
The financing is expected to close immediately prior to completion of the proposed merger. The combined company’s cash and cash equivalents balance at closing, including the funds from the private placement, is anticipated to fund Korsana’s operations into 2029 and provides runway through key clinical milestones. These include the advancement of KRSA-028 through Phase 1 healthy volunteer data expected in mid-2027 and interim proof of concept data measuring amyloid plaque clearance in Alzheimer’s patients expected by the end of 2027.
“Korsana is determined to deliver breakthrough medicines for patients suffering from neurodegenerative disorders. With our seasoned team and support from leading biotechnology investors, Korsana is well-positioned to advance a pipeline of innovative, next generation therapies,” said Jonathan Violin, Ph.D., Korsana’s President and Chief Executive Officer. “Patients deserve better options than what is currently available, and we believe our lead program KRSA-028 can deliver a best-in-class product to treat Alzheimer’s disease. We are also building a broader pipeline leveraging our proprietary platform to target other devastating neurodegenerative disorders.”
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Korsana is the seventh company to launch with assets discovered and developed by Paragon Therapeutics. Korsana’s lead program is KRSA-028, a next-generation shuttled antibody targeting amyloid beta for the treatment of Alzheimer’s disease, discovered in partnership with Paragon Therapeutics. KRSA-028 utilizes the proprietary Therapeutic Targeting (THETA™) platform, which incorporates clinically validated transferrin receptor (TfR1) and Fc engineering and is designed to improve brain delivery and solve limitations of other TfR1-based approaches. KRSA-028 was designed to increase amyloid plaque clearance, reduce the rate of amyloid-related imaging abnormalities (ARIA) and hematologic adverse events, and optimize convenience and compliance with a low-volume subcutaneous route of administration. Korsana is advancing a pipeline of innovative THETA-enabled therapies for other undisclosed, neurodegenerative diseases with high unmet need.
“Our transaction with Korsana is the result of a comprehensive strategic review, and we believe it represents the best path forward for Cyclerion,” said Regina Graul, Ph.D., President and Chief Executive Officer of Cyclerion. “Korsana’s promising and innovative pipeline targeting neurodegenerative disorders, beginning with Alzheimer’s disease, provides the potential for significant value creation for Cyclerion’s shareholders.”
About the Proposed Transactions
Under the terms of the merger agreement, as of the closing of the proposed merger, the pre-merger Cyclerion shareholders are expected to own approximately 1.5% of the combined company and the pre-merger Korsana stockholders (inclusive of those investors participating in the pre-closing financing) are expected to own approximately 98.5% of the combined company. The percentage of the combined company that Cyclerion’s shareholders will own as of the closing of the proposed merger is subject to adjustment based on the estimated amount of Cyclerion’s net cash immediately prior to the closing date.
The transaction has received approval by the Board of Directors of both companies and is expected to close in the third quarter of 2026, subject to certain closing conditions, including, among others, approval by the stockholders of each company, the effectiveness of a registration statement to be filed with the U.S. Securities and Exchange Commission (the “SEC”) to register the securities to be issued in connection with the proposed merger, expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the satisfaction of other customary closing conditions.
The combined company plans to operate under the name Korsana Biosciences, Inc. and will be led by Dr. Violin, Korsana’s current Chief Executive Officer. Korsana’s existing Board of Directors will become directors of the combined company, chaired by Tomas Kiselak, Founding Partner at Fairmount, and including Andrew Gottesdiener, M.D., Partner at Venrock Healthcare Capital Partners, Nilesh Kumar, Ph.D., Head of Biotech Private Investments at Wellington Management, Michelle Pernice, Operating Partner at Fairmount, Nimish Shah, Partner at Venrock Healthcare Capital Partners, and Dr. Violin.
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Wedbush Securities Inc. is serving as exclusive strategic financial advisor and Gibson, Dunn & Crutcher LLP is serving as legal counsel to Korsana. Jefferies, TD Cowen, Stifel, UBS Investment Bank, and Wedbush & Co., LLC are serving as the placement agents to Korsana. Cooley LLP is serving as legal counsel to the placement agents. Gemini Valuation Services, LLC is serving as financial advisor and Ropes & Gray LLP is serving as legal counsel to Cyclerion.
Conference Call Details
The companies will hold a joint conference call on April 1, 2026, at 8:00 am ET to discuss the details of the proposed transactions.
Please access the presentation by clicking on the following link: https://register-conf.media-server.com/register/BIdbeaaec6359f483ab6e6685bd93e6312
About KRSA-028
KRSA-028 is an investigational, shuttled antibody targeting amyloid beta designed to advance the future of Alzheimer’s treatment. KRSA-028 utilizes a proven mechanism of action, selectively binding forms of amyloid beta that are enriched in amyloid plaques. KRSA-028 leverages Korsana’s Therapeutic Targeting (THETA™) technology, which incorporates clinically validated transferrin receptor (TfR1) and Fc engineering and is designed to improve brain delivery, safety, and convenience.
About Cyclerion Therapeutics
Cyclerion is a biopharmaceutical company focused on developing treatments for neuropsychiatric diseases. Cyclerion’s foundational product candidate, CYC-126, is an individualized therapy for treatment-resistant depression, a condition with significant unmet medical need and substantial commercial opportunity.
For more information about Cyclerion, please visit https://www.cyclerion.com/ and follow us on X (@Cyclerion) and LinkedIn (www.linkedin.com/company/cyclerion).
About Korsana Biosciences
Korsana Biosciences was founded to reduce the burden of neurodegenerative diseases for patients and caregivers. Developed in partnership with Paragon Therapeutics, Therapeutic Targeting (THETA™) is a novel blood-brain barrier-penetrant shuttle platform designed to enable dramatically higher drug concentration inside the brain and overcome the limitations of earlier shuttle technologies. Korsana is advancing a pipeline of innovative THETA-enabled therapies for neurodegenerative diseases, starting with KRSA-028 for the treatment of Alzheimer’s disease. For more information, please visit www.korsana.com.
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Forward-Looking Statements
This press release contains forward-looking statements concerning Cyclerion, Korsana, the proposed pre-closing financing and the proposed merger (collectively, the “Proposed Transactions”) and other matters. These forward-looking statements include, but are not limited to, express or implied statements relating to Cyclerion’s and Korsana’s management teams’ expectations, hopes, beliefs, intentions or strategies regarding the future including, without limitation, statements regarding: the Proposed Transactions and their expected effects, perceived benefits or opportunities, including expected investment amounts and proceeds from investors, and related timing with respect thereto; expectations regarding or plans for discovery, preclinical studies, clinical trials and research and development programs, in particular with respect to KRSA-028, and any developments or results in connection therewith; the anticipated timing of the commencement of and results from those studies and trials; expectations regarding the use of proceeds, the sufficiency of post-transaction resources to support the advancement of Korsana’s pipeline through certain milestones and the time period over which the combined company’s post-transaction capital resources will be sufficient to fund the combined company’s anticipated operations; the combined company operating under the name Korsana Biosciences, Inc. and trading on Nasdaq under the ticker symbol “KRSA”; the expected ownership percentages of pre-merger Cyclerion and Korsana stockholders following the closing of the proposed merger; the potential for KRSA-028 to be a best-in-class treatment for Alzheimer’s disease; and the anticipated advancement of Korsana’s broader pipeline of THETA-enabled therapies for neurodegenerative diseases. 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. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements.
These forward-looking statements are based on management’s current expectations and assumptions as of the date of this press release and are subject to a number of known and unknown risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such statements, including, without limitation, the following: the risk that the Proposed Transactions may not be completed on the anticipated timeline or at all; the failure to satisfy the conditions to the closing of the merger, including obtaining the requisite approvals of the stockholders of each of Cyclerion and Korsana and the effectiveness of the registration statement to be filed with the SEC in connection with the Proposed Transactions; risks related to the clinical development of KRSA-028, including the possibility of delays, unfavorable clinical results, safety or tolerability issues, or the failure to obtain regulatory approval; uncertainties regarding the capabilities and potential of the THETA platform and Korsana’s pipeline programs; the risk that the financing may not close or may not generate the anticipated proceeds; market, macroeconomic, or other conditions that could adversely affect the
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combined company’s cash runway or ability to raise additional capital; risks related to the integration of the two companies and the management of a newly public company; and the highly competitive nature of the Alzheimer’s disease and neurodegenerative disease therapeutic landscape, including the risk that competitors may develop superior or more cost-effective therapies.
Additional factors that may cause actual results to differ materially from those expressed or implied by the forward-looking statements in this press release are discussed in Cyclerion’s filings with the SEC, including its most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and other reports filed with the SEC from time to time, and will be discussed in the registration statement to be filed by Cyclerion with the SEC in connection with the Proposed Transactions. Readers are cautioned not to place undue reliance on these forward-looking statements. Each of Cyclerion and Korsana expressly disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law. All forward-looking statements are made as of the date of this press release.
No Offer or Solicitation
This press release and the information contained herein is not intended to and does not constitute (i) a solicitation of a proxy, consent or approval with respect to any securities or in respect of the Proposed Transactions or (ii) an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities pursuant to the Proposed Transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except in accordance with the requirements of the Securities Act of 1933, as amended, or an exemption therefrom. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, no public offer will be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.
NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS PRESS RELEASE IS TRUTHFUL OR COMPLETE.
Important Additional Information about the Proposed Transactions Will be Filed with the SEC
This press release is not a substitute for the registration statement or for any other document that Cyclerion may file with the SEC in connection with the Proposed Transactions. In connection with the Proposed Transactions between Cyclerion and Korsana, Cyclerion intends to file relevant materials with the SEC, including a registration statement on Form S-4 that will contain a proxy statement/prospectus of Cyclerion. CYCLERION URGES INVESTORS AND SHAREHOLDERS TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
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INFORMATION ABOUT CYCLERION, KORSANA, THE PROPOSED TRANSACTIONS AND RELATED MATTERS. Investors and shareholders will be able to obtain free copies of the proxy statement/prospectus and other documents filed by Cyclerion with the SEC (when they become available) through the website maintained by the SEC at www.sec.gov. Shareholders are urged to read the proxy statement/prospectus and the other relevant materials when they become available before making any voting or investment decision with respect to the Proposed Transactions. In addition, investors and shareholders should note that Cyclerion communicates with investors and the public using its website (www.cyclerion.com).
Participants in the Solicitation
Cyclerion, Korsana and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from shareholders in connection with the Proposed Transactions. Information about Cyclerion’s directors and executive officers, including a description of their interests in Cyclerion, is included in Cyclerion’s most recent Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q filed with the SEC, including any information incorporated therein by reference, as filed with the SEC, and other documents that may be filed from time to time with the SEC. Additional information regarding these persons and their interests in the transaction will be included in the proxy statement/prospectus relating to the Proposed Transactions when it is filed with the SEC. These documents can be obtained free of charge from the sources indicated above.
CONTACT
For Korsana Investor and Media Inquiries:
info@korsana.com
For Cyclerion Investor and Media Inquiries:
IR@cyclerion.com
Korsana Biosciences Overview March 2026 Exhibit 99.2
Disclaimers The information contained in this presentation has been prepared by Korsana Biosciences, Inc. and its affiliates (“Korsana” or the “Company”) and contains information pertaining to the business and operations of the Company. The information contained in this presentation: (a) is provided as at the date hereof, is subject to change without notice, and is based on publicly available information, information obtained from third party sources, and internally developed data; (b) does not purport to contain all the information that may be necessary or desirable to fully and accurately evaluate an investment in the Company; (c) is not to be considered as a recommendation by the Company that any person make an investment in the Company; and (d) is for information purposes only. Where any opinion or belief is expressed in this presentation, it is based on certain assumptions and limitations and is an expression of present opinion or belief only. This presentation should not be construed as legal, financial, or tax advice to any individual, as each individual’s circumstances are different. This presentation shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Company’s securities in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction. Although the Company believes the third-party sources and publicly available information in this presentation to be reliable, it has not independently verified and makes no representation or warranty, express or implied, as to the accuracy, completeness or timeliness of any third-party data. Accordingly, no representation is made as to, and no reliance should be placed on, any third-party data contained in this presentation. Forward-Looking Statements and Other Information Certain information set forth in this presentation contains “forward-looking statements” within the meaning of applicable United States securities legislation. Except for statements of historical fact, certain information contained herein constitutes forward-looking statements which include but are not limited to statements regarding: our business strategy, including our ability to develop potentially best-in-class therapies initially focused on neurodegenerative disorders like Alzheimer’s disease, including a potentially best-in class shuttled anti-Aβ therapy offering meaningful improvements over trontinemab; the efficacy, safety profile, dosing regime, convenience, half-life, and tolerability of KRSA-028; Korsana’s ongoing and future clinical development activities, including the expected timing of CTN and IND filings, healthy volunteer PK and CSF data, and interim clinical proof of concept data for KRSA-028; the expected timing of unveiling additional THETA™ enabled programs; estimated market sizes, potential growth opportunities, potential value creation and sample transactions; the length of time that the Company believes its existing cash resources will fund its operations, including expectations of cash runway extending into 2028; and management’s assessment of future plans and operations which are based on current internal expectations, estimates, projections, assumptions and beliefs, which may prove to be incorrect. Forward-looking statements can often be identified by the use of words such as “may”, “will”, “could”, “would”, “anticipate”, “believe”, “expect”, “intend”, “potential”, “estimate”, “scheduled”, “plans”, “planned”, “forecasts”, “goals” and similar expressions or the negatives thereof. Forward-looking statements are neither historical facts nor assurances of future performance. Forward-looking statements are based on a number of factors and assumptions made by management and considered reasonable at the time such information is provided, and forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements, including: uncertainties and risks arising from regulatory feedback, including potential disagreement by regulatory authorities with our clinical trial design, interpretation of data and our ongoing or planned clinical trials for our product candidates; risks related to our patent portfolio and strategy, including our ability to obtain and protect patent rights or such rights being subject to challenges from third parties; the expected or potential impact of macroeconomic conditions; the implementation of changes in law, tariffs, sanctions, export or import controls, and other government measures that could impact our business operations; the impacts of adverse events or disappointing results in clinical trials of third parties, including our competitors developing product candidates that target similar mechanisms of action and/or indications as our product candidates; and discussions of potential risks, uncertainties, and other filings by the Company from time to time, as well as risk factors associated with companies that operate in the biopharma industry, including those associated with the uncertainties of drug development. All of the forward-looking statements made in this presentation are qualified by these cautionary statements and other cautionary statements or other factors contained herein. Although management believes that the expectations conveyed by forward-looking statements herein are reasonable based on information available on the date such forward-looking statements are made, there can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The Company undertakes no obligation to update forward-looking statements if circumstances or management’s estimates or opinions should change except as required by applicable securities laws. The forward-looking statements contained herein are presented for the purpose of assisting readers in understanding the Company’s plan, objectives, and goals and may not be appropriate for other purposes. The reader is cautioned not to place undue reliance on forward-looking statements.
Transaction Summary Transaction: Transaction between Cyclerion Therapeutics, Inc. (CYCN), including its wholly owned subsidiaries, and Korsana Biosciences, Inc. (Korsana) Transaction Structure: CYCN to acquire 100% of Korsana equity interests in reverse-triangular merger with Korsana surviving the merger as a wholly-owned subsidiary of CYCN Rebrand: Post-closing, CYCN will be renamed Korsana Biosciences, Inc. Interim Operating Covenants: Customary interim covenants that limit both Korsana and CYCN to ordinary-course operations between signing and closing, subject to certain exceptions Survival: No survival of reps and warranties post-Closing Director / Officer Indemnification: Korsana (post-Closing) will remain obligated to indemnify CYCN D&Os post-Closing pursuant to pre-Closing rights. CYCN (pre-closing) required to procure six-year D&O insurance tail policy Outside Date: To be determined Timing: Closing expected to occur during mid-2026 (announcement expected week of March 30, 2026) CVR: At Closing, CYCN stockholders will receive CVRs (Contingent Value Rights) for certain cash proceeds received by Korsana from the sale of CYCN’s legacy assets Post-Closing Ownership: Korsana holders expected to own ~96.64% of combined enterprise (f.d.) and CYCN holders expected to own ~3.36%, assuming CYCN Net Cash at closing of $0.0m and prior to adjusting for Financing of ~$300m+ and other customary items Certain Closing Conditions: S-4/Proxy Statement: S-4/Proxy Statement review by SEC completed and mailing to Holders completed (see SEC Filings below) Reps Bringdown: Materiality scrape on MAE- and materiality-qualified reps, brought down to MAE standard; capitalization rep brought down flat, subject to de minimis exceptions; fundamental representations brought down in all material respects Interim covenants: Perform or comply in all material respects; no MAE Korsana Stockholder Approval: Requisite stockholder approval, including holders of a majority of the capital stock outstanding on an as-converted basis CYCN Stockholder Approval: Holders representing a majority of the votes cast where a quorum is present Financing: Financing proceeds of at least ~$150 million shall have been received by Korsana Nasdaq Application: Nasdaq application covering merger and Financing shares shall be approved HSR: Expiration of the applicable waiting period (if applicable) SEC Filings: Parties expected to mail S-4/Proxy Statement in June/July 2026 in respect of required CYCN vote Merger and Financing shares not registered on the S-4 to be registered on a resale S-1 registration statement following Closing Directors & Executive Officers to file Forms 3 & 4 following the Closing Support Agreements: Directors / officers and certain affiliated investors to sign support agreements, agreeing to vote in favor of and otherwise support the transaction Lock-Up Agreements: Continuing directors / officers and certain affiliated investors to sign 180-day lock-up agreements prohibiting (subject to certain exceptions) post-closing transactions in Korsana’s securities during the lock-up period Concurrent Financing: ~$150 million of proceeds from private financing (Financing) Registration Rights Agreement: Company agrees to register any merger shares and Financing shares not registered on the S-4 on a resale S-1 registration statement following the Closing Certain Closing Conditions (Subscription Agreement): Reverse Merger: Closing conditions under the merger agreement must have been met Reps: Subject to certain exceptions, representations and warranties generally brought down to MAE standard Interim covenants: Use commercially reasonable efforts to comply Closing: Expected to occur immediately prior to the closing of the reverse merger Merger Overview Post-Closing Ownership; Closing Financing Overview Other Workstreams
Korsana is developing potentially best-in-class therapies, with an initial focus on neurodegenerative disorders Initially focused on potentially best-in-class therapies for neurodegenerative disorders like Alzheimer’s disease Built on Therapeutic Targeting (THETA™), our next-generation BBB-penetrant shuttle platform Committed to move fast and develop a pipeline with long-term defensibility Notes: 3pE-Aβ: Amyloid beta with post-translational pyroglutamate modification (pE) at the 3rd amino acid position, which is enriched in AD amyloid plaques. BBB: Blood-brain barrier Program Indication Stage Mechanism of Action KRSA-028 Anti-3pE amyloid beta mAb (THETA-enabled) Alzheimer’s disease IND-enabling Undisclosed Undisclosed Undisclosed Discovery Undisclosed Undisclosed Undisclosed Discovery
Korsana has a rapid path to value creation Korsana is founded on four key beliefs Alzheimer's is a vast and de-risked opportunity Shuttling is the best way to improve existing agents Korsana has the potential best-in-class approach Transferrin receptor (TfR)-based shuttling is a de-risked modality to increase brain penetration; Roche’s trontinemab has provided proof-of-principle in Alzheimer’s disease. For the first time, there is a validated, disease-modifying target for Alzheimer’s – but first-generation amyloid beta therapies leave substantial room for improvement. Lead program KRSA-028 is potentially superior to trontinemab, and we are advancing multiple next-generation programs. KRSA-028 development can be highly de-risked in Phase 1, as amyloid clearance is proven to translate to clinical benefit – creating significant early value inflection.
Alzheimer’s is a vast and de-risked opportunity
Alzheimer’s is a devastating neurological disorder with significant unmet need and a rapidly growing patient population Age 65+ US population (M) M M M M M M Total growth 35% growth 88% growth The number of Americans with Alzheimer’s is projected to nearly double by 2050 Sources: 2024 Alzheimer’s Association (Alzheimer’s Dement); 2025 Alzheimer’s Association (Alzheimer’s Dement). Cost of care includes CMS payments, out of pocket costs, and other costs for health care and long-term care for people with Alzheimer’s or other dementias. $384B $1T 2025 Total annual cost of care in US +160% Alzheimer’s disease is a massive and growing unmet need, with associated long-term healthcare costs projected to be >$1T by 2050.
Notes: CDR-SB: Clinical Dementia Rating – Sum of Boxes, the functional Phase 3 endpoint for Alzheimer’s trials. Data from some time points was digitized from original publications. Donanemab data based on mixed models for repeated measures (MMRM). ARIA: amyloid-related imaging abnormality; ARIA-E: edema and effusion; ARIA-H: microhemorrhage. Sources: 2023 Sims (JAMA); 2023 van Dyck (NEJM) Approved therapies only demonstrate ~30% slowing of disease progression at 18 months… Adjusted mean change in CDR-SB Months 27% slowing in clinical progression Months 29% slowing in clinical progression …and carry black box warnings for ARIA risk, affecting ~15-25% of treated patients Worsening ARIA rate (%) Despite clinical progress and approvals, today’s anti-Aβ therapies leave significant room for improvement Although these therapies are disease-modifying, patients still experience progression, with potential for new therapies to deliver superior efficacy and safety.
Notes: BL: baseline. Patients can be taken off Kisunla if they are “amyloid negative” at physician’s discretion. Sources: Leqembi FDA Label; Kisunla FDA Label Month BL 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 Dosing Dosing Monitoring As needed for ARIA symptoms Monitoring As needed for ARIA symptoms Approved therapies are also highly inconvenient, with onerous IV dosing and MRI monitoring on label
Notes: Bubble size indicates sample size at baseline. CDR-SB: Clinical Dementia Rating Scale-Sum of Boxes, the functional Phase 3 endpoint for Alzheimer’s trials. CDR-SB is a dementia severity scale ranging from 0 to 18 with higher scores indicating greater impairment. Sources: 2023 Boxer (Cell). Cognitive Decline CDR-SB adjusted mean difference from placebo “The Agency has found… that reduction of brain Aβ plaque on PET is reasonably likely to predict clinical benefit in Alzheimer’s disease.” – Donanemab FDA Review “It is reasonable to conclude that treatment that is targeted at reducing amyloid plaque, and that successfully accomplishes that reduction, has the potential to convey clinical benefit.” – Lecanemab FDA Review -100 -90 -80 -70 -60 -50 -40 -30 -20 -10 0 0.2 0.0 -0.2 -0.4 -0.6 -0.8 -1.0 -1.2 Lower score is better Greater reduction is better Plaque Clearance Amyloid PET adjusted mean difference from placebo (centiloids) First-gen therapies have laid out the roadmap for success: amyloid reduction predicts slowing of cognitive decline The field now has a well-trodden path to regulatory success for anti-amyloid beta therapies, with risk discharged early in clinical development with a validated biomarker.
Shuttling is the best way to improve existing agents
Notes: Figure made in BioRender. Adapted from 2024 Kulic (CTAD Presentation); 2022 Edavettal (Med). Shuttle-enabled mAb Transferrin receptor Endothelial cell Amyloid plaque Capillary Brain parenchyma Receptor-mediated transcytosis Shuttling approaches actively ferry large molecules across the blood-brain barrier (BBB), fundamentally changing CNS penetration
Notes: CSF: cerebrospinal fluid. Roche CSF data digitized from AD/PD presentation and represents Roche’s own cross-trial comparison, with trontinemab CSF to plasma ratio from single-dose IV study compared to historical data from a prior gantenerumab SAD trial. Amyloid reduction is a cross-trial comparison. Gantenerumab dosing titrates up to 510 mg Q2W maintenance dosing. 0 CL anchored on "high certainty" young, healthy controls & 100 CL anchored on typical AD patients. A threshold of 24.1 CL discriminates sparse from moderate plaque presence and is generally viewed as the cutoff for classifying patients as “amyloid negative.” Sources: 2021 Kulic (AD/PD Presentation); 2023 Bateman (NEJM); 2025 Kulic (AAIC Presentation), 2025 Klein (AAIC Presentation). CSF to plasma ratio (%) Trontinemab shows ~8x increased CSF exposure over gantenerumab in humans… … and most trontinemab-treated Alzheimer’s patients reached “amyloid-negative” status by W28 Roche’s trontinemab, the first shuttled anti-Aβ antibody, has shown a significant efficacy improvement over first-gen gantenerumab… Weeks Amyloid PET (centiloids) .1 CL Shuttling is transformative: Trontinemab is just gantenerumab with a shuttle domain and requires ~30x less drug for each centiloid of amyloid reduction. Gantenerumab: ~28% of patients amyloid negative at W116 Trontinemab: ~78% of patients are amyloid negative at W28, including 91% at the 3.6 mg/kg dose Trontinemab (1.8 mg/kg Q4W, N=51) Trontinemab (3.6 mg/kg Q4W, N=54) Gantenerumab (510 mg Q2W, GRADUATE 1, N=499) Gantenerumab (510 mg Q2W, GRADUATE 2, N=498)
Notes: Comparisons are across trials with different patient populations and trial designs, including study duration. No head-head-to-head comparison studies have been conducted. Trontinemab values include placebo patients (patients were randomized 4:1); N otherwise refers to patients on drug. ARIA: amyloid-related imaging abnormality; ARIA-E: edema and effusion; ARIA-H: microhemorrhage. Sources: 2023 Bateman (NEJM); 2022 van Dyck (NEJM); 2023 Sims (JAMA) 2025 Kulic (AAIC Presentation) … and greatly reduces ARIA, the critical safety signal for this class of therapies ARIA rate (%) Through W28 Through W116 Through W78 Through W76
However, as a first-gen shuttled Aβ, trontinemab’s profile leaves substantial headroom for competitive differentiation Sources: [1] Adapted from 2025 Kulic (CTAD, AAIC presentations). [2] Adapted from 2025 Kulic (CTAD Presentation). Parts 1 and 2 of study, pooled with placebo (4:1 randomization). Steroid pre-medication for all doses was implemented starting in Part 2 of the study. Per Kulic 2025 AAIC slides, steroid pre-medication was used in a majority of infusions. Roche has presented data showing most infusions did not lead to IRR, but table above shows the percent of patients in Part 1 + 2 who experienced an IRR at some point during the study. Efficacy Safety Dosing & Tolerability No evidence that maximum efficacy was reached in Phase 2 dose-response; further room to improve on trontinemab efficacy 1 Trontinemab requires IV dosing and is associated with a high rate of infusion-related reactions, even with steroid pre-medication 2 Trontinemab’s full effector function leads to reticulocyte destruction, with decreased hemoglobin and 10-20% rates of clinical anemia observed in Phase 2 1 Mean hemoglobin changes from baseline Mean amyloid plaque reductions from baseline Incidence of infusion related reactions Hb, change from baseline (g/dL) Adj. change from baseline (CL) Study day 1.8 mg/kg or placebo 50% N=38 of 76 3.6 mg/kg or placebo 44% N=33 of 75
Korsana has the potential best-in-class approach
Key Value Drivers for KRSA-028 Korsana’s goal is to achieve a best-in-class shuttled Aβ therapy, offering meaningful improvements over trontinemab FAST, ROBUST AMYLOID REDUCTIONS Efficacy on par or greater than trontinemab Minimal ARIA risk, avoid hematologic AEs DIFFERENTIATED SAFETY PROFILE Low-volume subcutaneous autoinjector for infrequent dosing (Q4W or less) CONVENIENT, PATIENT-FRIENDLY DOSING
Proprietary Fc engineering Leverages clinically validated half-life extension to reduce dosing frequency Selective effector function modulation designed to maintain amyloid plaque clearance by phagocytosis while reducing complement activation and risk of anemia Subcutaneous formulation Expected to be efficacious at lower dose than first-generation shuttled therapies Optimized for low volume monthly SC dosing, with high concentration and low viscosity Validated shuttle targeting Novel sequence leverages proven TfR1 target and epitope, designed to improve brain penetration and reduce ARIA risk Enabled by Therapeutic Targeting (THETA™) Precision-engineered for optimized half-life, distribution, and effector function Proprietary combination of clinically validated technologies offers de-risked differentiation Pyroglutamate-Aβ targeted backbone Targets the Aβ epitope associated with the greatest amyloid plaque clearance in clinical studies Preferential, high-affinity binding to amyloid plaques KRSA-028 is a next-gen, potentially best-in-class shuttled anti-Aβ
Notes: Bubble size indicates sample size at baseline. Image adapted from 2023 Boxer (Cell). Other sources: KISUNLA FDA review; 2012 DeMattos (Neuron); ADUHELM FDA review; LEQEMBI FDA Review; 2023 Soderberg (Neurotherapeutics); 2016 Ultsch (Sci Rep); 2023 Sperling (New Engl J Med); 2024 Soderberg (Sci Reports); company press releases. 0.4 0.2 0.0 -0.2 -0.4 -0.6 -0.8 -1.0 -1.2 Greater reduction is better Larger difference is better Amyloid PET adjusted mean difference from placebo (centiloids) CDR-SB adjusted mean difference from placebo -100 -90 -80 -70 -60 -50 -40 -30 -20 -10 0 Dona Ph3 Cren Ph3 Pyroglu Aβ Aducanumab Ph3 EMERGE (high dose) Aducanumab Ph3 ENGAGE (high dose) Adu Ph3 EMERGE (low dose) Adu Ph3 ENGAGE (low dose) Gantenerumab Ph3 Lecanemab Ph3 AD Amyloid plaque clearance and Ph3 clinical performance of Aβ antibodies Antibody Aβ epitope / species targeted Donanemab 3pE (pyroglutamate) / plaques Aducanumab Oligomers, protofibrils, fibrils, plaques Lecanemab Oligomers, protofibrils, fibrils Gantenerumab Oligomers, protofibrils, fibrils, plaques Crenezumab Monomers, oligomers, fibrils, plaques Fc-null – no phagocytosis Solanezumab Primarily monomers Targeting the plaque-specific pyroglu-Aβ epitope has been shown to deliver the most promising clinical efficacy in Phase 3 trials Note: Remternetug (not shown) is Lilly’s follow-on program to donanemab and also targets pyroglu-Aβ epitope; Phase 3 trial is ongoing
KRSA-028 Aβ backbone: Same plaque-selective epitope as donanemab and remternetug High Aβ affinity, KD = 17 nM Potent phagocytosis (ADCP), EC50 = 0.21 nM Representative plot shows mean ± SD, n=3 replicates. 20 µg/mL pHrodo-red labeled 3pE-Aβ fibrils incubated 24 hrs with activated monocytes (U937 cells) Donanemab (Kisunla) is the only approved Alzheimer’s treatment that targets 3pE-Aβ, but it features high immunogenicity and ARIA. Remternetug is Lilly’s follow-on program to donanemab with reduced immunogenicity, currently in Ph3 as a subcutaneous treatment. KRSA-028 targets plaque-selective pyroglu-Aβ to maximize plaque clearance through phagocytosis KRSA-028 exhibits potent pyroglu-Aβ phagocytosis
All compounds were dosed single dose in non-human primates (NHP, n=3/group), equimolar to 20 mg/kg trontinemab Reticulocyte data normalized to reticulocyte count at day -7 and presented as mean ± SEM Non-shuttled mAb (remternetug), with less immunogenic potential than donanemab, chosen as negative control. KRSA-028 has a longer half-life than trontinemab and avoids reticulocyte depletion in NHPs KRSA-028 has >2.5x half-life in NHPs compared to trontinemab KRSA-028 avoids reticulocyte depletion in NHPs Time after dosing (days) Time after dosing (days) Serum concentration (µg/mL) Reticulocytes (% change from baseline)
Data are mean ± SD. Values below 5 ng/mg (mice) and 1.25 ng/mg (NHP) are estimates as concentrations are below lower limit of quantitation. All compounds were dosed as a single dose (n=3/group). Mice and NHPs were dosed KRSA-028 equimolar to 10 mg/kg trontinemab. Non-shuttled mAb (remternetug) chosen as negative control and dosed at 20 mg/kg. Data only collected for first two timepoints for non-shuttled mAb. KRSA-028 shows improved brain penetration in mouse and NHP KRSA-028 demonstrates increased brain penetration in hTfR1/hFcRn mouse model KRSA-028 shows >6x brain penetration in NHPs compared to trontinemab Time after dosing (hours) Time after dosing (hours) Brain concentration (ng/mg of protein) Brain concentration (ng/mg of protein) KRSA-028 Trontinemab Non-shuttled mAb KRSA-028 Trontinemab Non-shuttled mAb
PK model suggests that KRSA-028 will match trontinemab Phase 3 exposure with a monthly SC volume of 1-2 mL Initial KRSA-028 formulation achieved 150mg/mL with low viscosity, compatible with autoinjector development High stability in human serum and in NHP Robust early formulation stress-test results de-risk SC development pathway Korsana plans to initiate clinical development with SC dosing Note: 250 mg trontinemab corresponds to the Ph3 dose of 3.6 mg/kg for average weight of 70 kg; model assumes 50% bioavailability KRSA-028 is expected to match trontinemab Phase 3 IV exposure with low volume SC, compatible with autoinjector KRSA-028 Cavg Trontinemab Cavg Projected human PK Time post last dose at steady state (days) Serum concentration (µg/mL)
We believe KRSA-028 preclinical data accelerate & de-risk development Precision engineered for a differentiated therapeutic profile Novel Aβ and TfR1 binding sequences retain key features of clinically validated molecules High affinity pyroglu-Aβ binding and clearance via ADCP leverage best-proven mechanism of efficacy TfR1 binding matches trontinemab epitope with similar affinity, leveraging the best-proven mechanism of brain distribution Clinically validated Fc modifications add half-life extension and effector function modulation to enable a lower dose and reduce anemia risk Early formulation work supports high concentration, low viscosity to enable low-volume SC Composition of matter patent applications filed
Korsana has a rapid path to value creation
PET imaging in early clinical development provides rapid proof of concept and dose-ranging for amyloid plaque clearing Trontinemab Phase 1/2: Robust dose-response by Day 50 Remternetug Phase 1: Robust dose-response by Day 85 Notes: Remternetug data from Ph1 LAKB study (IV). Remternetug phase 3 regimen is administered subcutaneously; dose not disclosed. Source: 2025 Kulic (CTAD Presentation); 2023 Jin (AD/PD Presentation). N=7 N=5 N=10 N=4 N=10 N=5 We believe KRSA-028 amyloid PET data – achievable in a Phase 1/1b trial – should provide high confidence in predicting Phase 3 CDR-SB, the endpoint for full approval.
A confluence of scientific innovations and market dynamics are driving Alzheimer’s treatment to a major inflection point The future of Alzheimer’s treatment will center on a prevention-based paradigm, where patients are diagnosed before symptom onset and given a safe, convenient Aβ plaque-clearing therapy. Despite a slower than expected launch, sales of Aβ therapies are accelerating Upcoming catalysts in presymptomatic AD may lead to rapid market expansion Improved dose regimens (SC, dose titration) Blood-based biomarkers are gaining traction Increasing footprint of global approvals Future entrants (e.g., trontinemab) will further grow market Donanemab TRAILBLAZER-ALZ 3 (~2027) Lecanemab AHEAD 3-45 (~2028) Remternetug TRAILRUNNER-ALZ 3 (~2029) Trontinemab PrevenTRON (study start 2026) Sales expected to reach $1B in 2026, $5B+ by 2030 Data could greatly expand eligible patient pool Sources: Biogen SEC filings; Lilly SEC filings; VisibleAlpha
Strong preclinical data package De-risking healthy volunteer data (safety, PK, and CNS distribution) Biomarker PoC data in patients demonstrating best-in-class potential Today MY2027 YE2027 KRSA-028 anticipated milestones: Notes: Arrowhead/Novartis, Sep 2025. * BioArctic/BMS, Dec 2024. Deal also includes one non-shuttled Aβ mAb. Aliada/AbbVie, Oct 2024. Asset was in Ph1 SAD in HVs. **Apogee: Positive interim data from Ph1 SAD in HVs disclosed 5 March 2024. Market cap data from 15 March 2024 after a $483M public offering (FactSet). Avidity/Novartis, Oct 2025. Avidity pipeline also includes a pivotal-stage asset in exon 44 DMD. PD: Parkinson’s disease. AD: Alzheimer’s disease. HV: Healthy volunteers. DM1: Myotonic dystrophy type 1. FSHD: Facioscapulohumeral muscular dystrophy. IgAN: IgA nephropathy. Source: Company press releases and public filings. Korsana has a clear path to early de-risking and value creation ü Comparable public and acquired companies illustrate substantial potential near-term value for Korsana Comparable public valuations / deal economics by asset stage: Shuttled Aβ mAb for AD $100M upfront (2024)* IL-13 for atopic dermatitis Ph1 SAD in HVs ~$3.5B market cap** BAFF/APRIL inhibitor Ph1/2 data in IgAN $4.9B M&A (2024) Shuttled Aβ mAb for AD Ph1 SAD in HVs $1.4B M&A (2024) Shuttled Aβ mAb for AD $165M upfront (2026) TfR-conjugated oligos Ph2 data in DM1, FSHD $12B M&A (2025)
Near-Term Catalysts Well-Financed Experienced Leadership CTN filing expected YE26 IND filing expected 1Q27 Healthy volunteer PK & CSF data expected Mid-Year 27 Interim clinical PoC data in Alzheimer’s patients by expected YE27 $25M seed round Q4 2024 $150M Series A Sept 2025 Cash runway into 2028 Seasoned CEO Jonathan Violin Prior CEO roles include: Viridian Therapeutics, Dianthus Therapeutics, Quellis Biosciences Discovery programs led by Paragon Therapeutics Board of Directors comprised of leading biotech investors Tomas Kiselak (Chair), Fairmount Andrew Gottesdiener, Venrock Michelle Pernice, Fairmount Nimish Shah, Venrock Nilesh Kumar, Wellington KRSA-028 Unveiling additional THETA™ enabled programs in 2026-27 Pipeline Continued advancement of Alzheimer’s field likely to solidify Korsana opportunity Focused on diseases with high unmet need where shuttling could drive best-in-class profile Strong Comps Rapid path to compelling PoC clinical data, comparable to multi-$B public and M&A valuations (e.g., Aliada Ph1, Alpine Ph1/2, Avidity Ph2) Korsana is poised for rapid progress
Thank you
Appendix
Company Market capitalization Status of lead asset(s) Launch date / Deal economics Status of lead asset at launch $4.8B APG777 (anti-IL-13): positive P1 HV data, in P2 for atopic dermatitis APG808 (anti-IL-4R), APG990 (anti-OX40L), APG333 (anti-TSLP): in P1 / P1b trials Q4 2022 / $169M Series B APG777: ~9 months to clinic $2.8B SPY001 (anti-α4β7): P1 in HVs; development planned in IBD SPY002 (anti-TL1A): P1 in HVs Q2 2023 / Merger + $200M PIPE SPY001: ~12 months to clinic $1.6B ORKA-001 (anti-IL-23p19): P1 in HVs; development planned in psoriasis ORKA-002 (anti-IL-17A/F): P1 in HVs Q2 2024 / Merger + $275M PIPE ORKA-001: ~12 months to clinic $0.7B JADE-001 (anti-APRIL): FIH 2H 2025; development planned in IgAN JADE-002 & JADE-003 (undisclosed) 2H 2024 / Merger + $300M private financing & PIPE JADE-001: ~12 months to clinic $0.3B CR-001 (PD-1 x VEGF cooperative bispecific): IND 4Q25; development planned in NSCLC and other solid tumors Q4 2024 / Merger + $200M PIPE CR-001: ~12 months to clinic $1.9B DMR-001 (anti-mutCALR): IND 3Q26; development planned in myeloproliferative neoplasms Q4 2025 / Merger + $285M PIPE DMR-001: ~12 months to clinic Companies founded with Paragon programs raise significant capital early in lifecycle and build for long-term success Note: Public valuation data as of 2/17/26. FIH: first-in-human; HV: healthy volunteer. * Damora implied market cap based on share price as of 2/17/26 and 62M shares outstanding on as-converted basis. Paragon Therapeutics has launched six companies around potentially best-in-class therapies discovered and developed in-house. Apogee, Spyre, Oruka, Jade, Crescent, Damora have publicly launched around lead program(s) DC selection, ~12 months from clinic.
Program APG777 (anti-IL-13) IMVT-1402 (anti-FcRn) Povetacicept (Engineered TACI-Fc) KRSA-028 (Shuttled anti-Aβ) De-risking data PK data in 18 HVs (P1 SAD cohorts) demonstrating ~75-day half-life IgG lowering + albumin / LDL-sparing data in 32 HVs (P1 SAD + MAD cohorts) P1b/2a proteinuria reduction (accelerated approval endpoint) data in 24 IgAN patients Absolute amyloid level at ~3-6 months in P1/1b in Alzheimer’s patients Value inflection ~$1.3B increase in market capitalization ~$2.8B increase in market capitalization Acquisition by Vertex for $4.9B TBD Early proof-of-concept data can drive outsized value inflection for therapeutically de-risked molecules Notes: A threshold of 24.1 CL discriminates sparse from moderate plaque presence and is generally viewed as the cutoff for classifying patients as “amyloid negative.” Sources: FactSet; Apogee Presentation (March 2024); Immunovant Presentation (September 2023); Immunovant Presentation (November 2024); 2024 Tumlin (WCN Poster); Vertex PR ILLUSTRATIVE Weeks Amyloid PET (centiloids) 24.1 CL
Trontinemab ameliorates ARIA risk but introduces new problems; KRSA-028 was designed to deliver a best-in-class profile Kisunla, Leqembi Remternetug Trontinemab KRSA-028 Target Strong efficacy +/- ü ü ü Reduced ARIA risk û û ü ü Avoids anemia ü ü û ü Ease of admin û ü û ü Non-Shuttled Aβ mAbs Shuttled Aβ mAbs CONCEPTUAL
KRSA-028 was designed to be a best-in-class shuttled Aβ Element Target Rationale KRSA-028 attributes Aβ affinity Higher affinity than remternetug Potential for lower dose ü17.4 nM (vs 390 nM remternetug) ADCP Maintained function Important for plaque clearance ü EC50 1.5-10x lower than remternetug Specificity No off-target binding Important for safety profile ü No unexpected membrane protein binding Immunogenicity Similar in silico profile to remternetug Important for immunogenicity ü Similar immunogenicity profile to remternetug ADCC Decreased or ablated function Anemia mitigation ü Decreases ADCC CDC Ablated function Anemia mitigation ü Eliminates CDC NHP Anemia Minimize reticulocyte depletion Anemia mitigation ü Mitigates reticulocyte depletion in NHPs Half-life extension Improved vs. trontinemab Reduce dose/frequency ü2.8x trontinemab half-life in NHPs Epitope / affinity Similar to trontinemab Clinically validated ü139 nM vs (111 nM trontinemab) NHP Brain exposure Similar or better than trontinemab Important for plaque clearance ü 6.1x trontinemab AUC0-168 Mouse Brain exposure Similar to or better than trontinemab Important for plaque clearance ü ~6x trontinemab Cmax SC developability Amenable to low-volume SC Competitors targeting SC ü Max solubility 283 mg/mL, viscosity 8.3 cP at 150 mg/mL, good CMC development characteristics Antibody Backbone Fc Engineering TfR Shuttle Engineering Formulation
Notes: Trontinemab half-life is modeled based on projected human PK parameters provided in 2023 Grimm. Denali public comments (Nov ’25) indicate DNL921 binding profile is not selective for plaques. Denali’s 2025 Pizzo (Science) paper utilized anti-a-beta 3D6, which is the mAb starting point for bapinezumab (which binds the N-terminal of the a-beta peptide). Sources: Internal data; Company patent filings; Company presentations; 2023 Grimm (mAbs) KRSA-028 Trontinemab ALIA-1758 DNL921 AL137 BAN2803 Company Korsana Roche Aliada / AbbVie Denali Alector BioArctic / BMS Stage Preclinical Phase 3 Phase 1 (HVs only) Preclinical Preclinical Preclinical Aβ species targeted Primarily plaques (pyroglu epitope); exceeds remternetug affinity Monomers, protofibrils, plaques (based on gantenerumab, failed P3) Primarily plaques (pyroglu epitope) Not disclosed; likely not pyroglu epitope Primarily plaques (pyroglu epitope) Primarily plaques (pyroglu epitope) TfR shuttle architecture CrossFab, clinically validated CrossFab, clinically validated pH-sensitive scFv Peptide integrated into Fc domain scFv scFv Stability High molecular stability (in NHPs) High molecular stability (in NHPs) TBD TBD TBD TBD Human half-life Half-life extension (YTE) ≥2x trontinemab half-life in NHPs ~5 days Half-life extension (YTE) TBD TBD TBD Plaque clearance Selective Fc engineering, maintains robust ADCP exceeding remternetug Fc intact for microglial ADCP (validated) Effector-ablated Fc (unvalidated for Aβ clearance) Fc diminished (cisLALA) Fc intact for microglial ADCP (validated) Not disclosed Anemia risk Selective Fc engineering, avoids reticulocyte depletion in NHP Anemia seen in clinic TBD Avoids reticulocyte depletion in mouse; not tested in NHP Reticulocyte depletion observed in NHP TBD SC potential ✓ TBD ✓ TBD TBD TBD KRSA-028 profile is differentiated vs. shuttled Aβ competitors
Anticipated clinical profile based on available preclinical data Plaque clearance Higher Lower Anemia risk Higher AL137 Pronounced reticulocyte depletion in NHP Max dose response not reached; significant clinical anemia CONCEPTUAL Trontinemab We believe KRSA-028 is uniquely positioned in the shuttled Aβ competitive landscape Lower KRSA-028 Robust NHP data DNL921 Mouse data only ALIA-1758 No phagocytosis ALIA-1758: Clinical-stage shuttled Aβ being developed by AbbVie (via acquisition of Aliada Therapeutics). DNL921: Preclinical shuttled Aβ being developed by Denali Therapeutics. AL137: Preclinical shuttled Aβ being developed by Alector Therapeutics.
KRSA-028 program has potential for de-risking early in clinical development, given translatability of amyloid lowering to approval endpoint Notes: Adapted from Roche meta-analysis. Some data digitized from graphs / figures where direct values were not reported. 24.1 centiloids is the standard cutoff for “amyloid negativity.” Source: 2023 Sclesi (CTAD); 2023 Bateman (NEJM); 2022 van Dyck (NEJM); 2023 Sims (JAMA); 2022 Haeberlein (JPAD); 2021 Mintun (NEJM); 2025 Klein (AAIC); 2025 Kulic (CTAD) Roche meta-analysis shows early amyloid PET reductions are highly predictive of clinical benefit % % % % % R2 = 0.71 CDR-SB relative reduction vs. placebo (%, primary endpoint) Absolute amyloid level (centiloids, 12 months prior to primary endpoint) Lower is better Higher is better Mean remaining amyloid burden after 7 doses of trontinemab (Ph1/2, 3.6 mg/kg) 5 CL Cutoff for “amyloid negativity” KRSA-028 target We believe amyloid PET data – achievable in a Phase 1/1b trial – should provide high confidence in predicting Phase 3 CDR-SB benefit, the endpoint for full approval
Unmet need in Alzheimer’s remains exceptionally high Approximate annual cost of care / economic burden (US, $B) Alzheimer’s disease Alzheimer’s: ~$400B annual cost of care, only two approved DMTs These other widely prevalent diseases have 10+ approved DMTs 7M+ prevalent US patients; only two approved disease-modifying therapies Sources: MS: Bebo et al, Neurology 2022. Atopic dermatitis: Adamson et al., Adv Exp Med Biol 2024. NSCLC: Mariotto et al., Cancer Epidemi Bio Prev 2020. Diabetes: Parker et al., Diabetes Care 2024. Alzheimer’s: Alzheimer’s Association, Alz Dementia 2025. Urgent need for better disease-modifying therapies, as the number of Americans with Alzheimer’s is projected to nearly double by 2050
Improved dose regimens (e.g., Leqembi autoinjector) Blood-based biomarkers enabling earlier diagnosis Increasing footprint of global approvals Sources: Biogen SEC filings; Lilly SEC filings; VisibleAlpha $M Global anti-amyloid beta sales ($M) Sales of Aβ therapies are accelerating after a slower-than-expected initial launch Despite launch headwinds, both Leqembi and Kisunla are expected to become blockbuster therapies
Lecanemab and donanemab both reach amyloid negativity for majority of patients by ~18 months Notes: Amyloid reduction is a cross-trial comparison. N refers to patients on drug. Gantenerumab dosing titrates up to 510 mg Q2W maintenance dosing. Donanemab dosing starts with 700 mg Q4W for 3 doses, with subsequent maintenance dosing at 1,400 mg Q4W. 0 CL anchored on "high certainty" young, healthy controls & 100 CL anchored on typical AD patients. A threshold of 24.1 CL discriminates sparse from moderate plaque presence and is generally viewed as the cutoff for classifying patients as “amyloid negative.” Sources: 2023 Bateman (NEJM); 2022 van Dyck (NEJM); 2023 Sims (JAMA) 2024 Kulic (CTAD Presentation) Weeks Amyloid PET (centiloids) .1 CL
Donanemab also shows evidence that treatment early in disease course leads to superior efficacy Sources: 2023 Mintun (CTAD Presentation) Younger patients with lower baseline tau – indicative of early disease – have a much greater slowing of clinical decline Modeling of disease trajectories indicates treatment prior to MCI diagnosis could effectively pause cognitive decline
ARIA rate (%) ARIA affects ~15-25% of patients treated with Leqembi or Kisunla Notes: ARIA = amyloid-related imaging abnormality; ARIA-E = edema and effusion; ARIA-H = microhemorrhage. Sources: 2023 Sims (JAMA); 2023 van Dyck (NEJM), PeerView and BrightFocus Foundation, 2025. Leqembi and Kisunla carry black box warnings for ARIA risk (brain swelling or bleeding), which can be fatal
Lilly has advanced pyroglu-Aβ remternetug into pivotal studies based on encouraging PET reductions in Phase 1 N=7 N=5 N=10 N=4 N=10 N=5 ARIA-E: 0% 8% 25% 50% 60% Ongoing Phase 3 studies (sub-cu dosing) TRAILRUNNER-ALZ 1: NCT05463731 Phase 3, early AD (MCI or mild dementia) Primary endpoint: PET clearance at week 52 Trial includes a 76-week crossover extension period Study start 2022, data anticipated 2026 Sources: WO 2024/107683; 2023 Jin (AD/PD); clinicaltrials.gov TRAILRUNNER-ALZ 3: NCT06653153 Phase 3, preclinical AD or MCI Primary endpoint: time to clinical progression, as measured by CDR Study start 2024, data anticipated 2029 (event-based) Remternetug is being developed as Lilly’s successor to Kisunla, offering monthly subcutaneous dosing, less immunogenic potential, and potentially faster plaque clearance Phase 1 data (IV dosing) Rates pooled with placebo
Notes: Cross-trial comparison. ARIA = amyloid-related imaging abnormality; ARIA-E = edema and effusion. Donanemab TRAILBLAZER-ALZ 2 dosing regimen was 700 mg monthly x 3 loading doses followed by 1400 mg maintenance doses. Donanemab TRAILBLAZER ALZ-6 regimen was 350 mg, 700 mg, and 1050 mg monthly for first three doses, followed by 1400 mg monthly. Aducanumab data pooled from EMERGE and ENGAGE high-dose cohorts; 6 mg/kg dosing was used for APOE4+ patients. Remternetug data from Ph1 LAKB study (IV); N=10 per cohort. Remternetug phase 3 regimen is administered subcutaneously; dose not disclosed. Sources: 2022 Haeberlein (JPAD); 2022 van Dyck (NEJM); 2023 Bateman (NEJM); 2025 Kulic (AAIC); 2025 Wang (Alzheimer’s Dement); 2023 Jin (AD/PD) Lower is better EFFICACY: Lower is better SAFETY: Remternetug (700 mg IV Q4W, Ph1, W24) Remternetug (1400 mg IV Q4W, Ph1, W24) Donanemab (modified titration, P3 TRAILBLAZER-ALZ 6, W52) Donanemab (1400 mg Q4W, P3 TRAILBLAZER-ALZ 2, W76) Lecanemab (10 mg/kg Q2W, P3 CLARITY AD, W78) Aducanumab (10 mg/kg Q4W, P3s EMERGE & ENGAGE, W78) Trontinemab (1.8 mg/kg Q4W, W28, P1/2) Trontinemab (3.6 mg/kg Q4W, W28, P1/2) Gantenerumab (510 mg Q2W, P3s GRADUATE-1 & -2, W116) Targeting the pyroglu-Aβ epitope offers optimal balance of plaque clearance and safety Antibodies targeting pyroglu-Aβ are highlighted
ARIA-E is primarily a risk early in treatment with lecanemab and donanemab Sources: 2024 van Dyck (AAIC Presentation); Kisunla FDA Review Lecanemab’s critical risk period for ARIA-E is within the first ~6 months ARIA-E with donanemab accumulates through the first ~9 months, but the first 3 months are at a lower dose
Shuttling may reduce ARIA risk due to broader CNS biodistribution, avoidance of mAb accumulation in larger arteries Sources: 2024 Roche Neurology Update; 2024 Roche CTAD Presentation Roche data demonstrates brain biodistribution for shuttled mAb is meaningfully different than standard IgG… … potentially driving lower ARIA “Regarding ARIA, the hypothesis we are looking at: the more direct access of [trontinemab] into the brain via capillaries likely makes the difference. Standard antibodies access the brain in a different way… via the blood-CSF barrier… there is a diffusion around perivascular spaces where the antibodies engage vascular amyloid which then leads to ARIA… trontinemab enters the brain directly via the capillaries so it potentially bypasses the vascular amyloid which is largely in the arteries and not at the capillary level…” – Luka Kulic, Roche VP and Head of Early Development in Neuroscience
Animal models show reduced accumulation in choroid plexus and lower ARIA-like events with TfR-shuttled therapies Notes: BT = BrainTransporter (BioArctic’s name for its TfR shuttle); ARIA = amyloid-related imaging abnormality; ARIA-E = edema and effusion; ARIA-H = microhemorrhage. Sources: 2024 Freskgård (BioArctic PEGS Europe Presentation); Denali Corporate Presentation BioArctic has shown shuttled anti-Aβ is less present in the choroid plexus and enters the brain differently, providing a mechanistic hypothesis for lower ARIA Denali has shown shuttling nearly eliminated ARIA-like MRI events
Multiple sclerosis history demonstrates that each generation of transformative therapies builds a market with multiple winners Sources: EvaluatePharma $B Global annual sales ($B) Interferon Myelin decoy anti-α4 integrin S1PR DHODH inh Nrf2 stimulant anti-CD52 anti-CD20 Chemotherapy First generation: gradual launches, market development Second generation: improved diagnosis, more disease-modifying therapies, accelerating launches Third generation: CD20s deliver unmatched efficacy, rapidly achieving blockbuster status
Subcutaneous dosing is highly commercially differentiating in CNS indications Notes: Ocrevus was approved in March 2017; Kesimpta was approved in August 2020. Sources: Company PR; ClinicalTrials.gov; GlobalData; Guidepoint Expert Calls KRSA-028 is being optimized for SC delivery early in clinical development, ensuring a more rapid development path and potential early differentiation to trontinemab and other programs in development. Kesimpta, the first SC anti-CD20 in MS, has already reached ~30% market share despite launching 3+ years after Ocrevus anti-CD20 sales in Multiple Sclerosis $B $B $B $B $B Most existing anti-amyloid beta therapies are not optimized for SC dosing Drug Stage IV SC Notes Leqembi Approved sBLA for SC maintenance (after IV regimen completed) Kisunla Approved No SC plans disclosed Remternetug P3 Doses may require multiple injections Trontinemab P3 No SC plans disclosed ALIA-1758 P1 HVs Testing both in P1 HV study; no further doses disclosed KRSA-028 Pre-clinical Optimized for SC early in development
Shuttling is a fundamental step-change – and we are at the inflection point for the technology, much like ADCs in late 2000s Notes: ADC = antibody-drug conjugate; ERT = enzyme-replacement therapy; TfR = transferrin receptor. Mylotarg was withdrawn from the market in 2010 and re-approved at a lower dose in 2017. Aliada Therapeutics was acquired by AbbVie in 2024. Sources: ClinicalTrials.gov; Company websites; 2023 Shastry (ASCO Ed Book); 2001 Bross (Clin Cancer Res); 2018 Sonoda (Mol Ther); 2023 Gogia (Cancers); Beacon ADC 1980s-1990s first trials of ADCs 2000 first approval of an ADC (gemtuzumab ozogamicin, Mylotarg) 2011 second approval of an ADC; first with MMAE payload (brentuximab vedotin, Adcetris) 2019 first approval of Topo1 ADC (trastuzumab deruxtecan, Enhertu) Clinical development activity 1990 2000 2010 2020 2030+ 2017 first clinical trial of ERT with TfR-shuttle 2021 first approval (in Japan) of ERT with TfR-shuttle 2019 trontinemab, first mAb on TfR-shuttle, enters P1 ILLUSTRATIVE Shuttle-based therapies are now reaching escape velocity, with initial clinical validation and first approvals. Every major pharma company, through internal development, partnerships, and M&A, is now developing ADCs. There are well over 200 ADCs in active development worldwide.
Having a shuttle-enabled anti-Aβ, with additional pipeline potential, is rapidly becoming a necessity for neuro drug development Sources: Company websites; Company PR; Patent disclosures Company Active CNS programs Key neurodegeneration programs Shuttling platform Kisunla (anti-Aβ), remternetug (anti-Aβ) ABL partnership; Qinotto partnership; internal efforts Posdinemab (anti-tau mAb) failed Ph2 in AD Multiple TfR & CD98 patents; spun out Aliada Tavapadon (D1/D5 agonist), ABBV-1758 (shuttled anti-Aβ) Acquired Aliada for $1.4B in 2024 Semaglutide (GLP-1 agonist) failed Ph3 in AD Trontinemab (shuttled anti-Aβ), prasinezumab (anti-α-syn) Internally developed; Manifold Bio partnership MEDI1341 (anti-α-syn) MK-1167 (α7nAChR PAM); MK-2214 (anti-tau mAb) NIO752 (tau ASO), VHB937 (TREM2 stabilizer) Avidity $12B; partnered with BioArctic, Arrowhead, etc. ADEL-Y01 (anti-tau mAb) BMS-986446 (anti-tau mAb), BMS-986495 (undiscl. MoA) Partnered with BioArctic (preclinical anti-Aβ program) AL-101 (anti-SORT) Partnered with ABL Bio (platform)
Exhibit 99.3
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Cyclerion Therapeutics - Korsana Biosciences
Merger Agreement Announcement Conference Call
Wednesday, April 1
8:00am ET
Call Participants
Jon Violin, PhD
CEO, Korsana Biosciences
Regina Graul, PhD
CEO, Cyclerion Therapeutics
Rhonda Chicko
CFO, Cyclerion Therapeutics
Prepared Remarks
Operator
Good morning, and welcome to the Cyclerion Therapeutics-Korsana Biosciences Merger Agreement Announcement Conference Call. I would like to remind you that this call is being recorded for replay, and all attendees will be in listen-only mode.
I will now turn the conference call over to Rhonda Chicko, Chief Financial Officer of Cyclerion Therapeutics.
Rhonda Chicko
Thank you and good morning. Before we begin, I’d like to remind you that during this call, we may make forward-looking statements. These statements include expectations of both Cyclerion’s and Korsana’s management teams regarding the proposed transaction, including its anticipated timing and financial terms, and the post-closing ownership structure of Cyclerion. They also include expectations about Korsana’s lead program KRSA-028 and its THETA platform, including the potential differentiation from other therapies, clinical development plans and regulatory filing timelines, expectations for additional pipeline programs, and the anticipated cash position and runway of the combined company. These forward-looking statements are subject to certain risks and uncertainties.
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Our actual results may differ materially from expectations. For a discussion of risks and uncertainties, please review the descriptions included under the heading “Risk Factors” and “Business” in Cyclerion’s most recent Annual Report on Form 10-K filed with the SEC, as well as other SEC filings made by Cyclerion from time to time. In addition, Cyclerion intends to file a proxy statement/prospectus with the SEC in connection with the proposed merger transaction, which will contain important information about Korsana, the combined company, and additional risk factors related to the transaction. Investors are urged to review the proxy statement/prospectus carefully when it becomes available. These filings are available through the website maintained by the SEC at www.sec.gov and also available on Cyclerion’s website.
All forward-looking statements are made as of today’s date. Except to the extent required by law, we do not undertake any obligation to update any forward-looking statements. We also caution you against placing undue reliance on any forward-looking statements.
I will now turn the conference call over to Regina Graul, Chief Executive Officer of Cyclerion.
Regina Graul
Thank you, Rhonda, and good morning. Joining me today is Jonathan Violin, Chief Executive Officer of Korsana Biosciences. In our press release this morning, we announced a merger agreement between Cyclerion and Korsana. Upon completion of this all-stock transaction, the combined company plans to operate under the name Korsana Biosciences, and Jon is expected to lead the company as its CEO.
I will review certain details of our proposed transaction with Korsana, as well as a concurrent private placement by a group of leading biotech investors to support Korsana’s pipeline programs. Jon will then provide an overview of Korsana, including its lead program and platform technology.
In support of the proposed merger, Korsana has secured a private placement of approximately $[XX] million from a syndicate of investors led by [Fairmount, Venrock Healthcare Capital Partners, and _________, with participation by _________, and other leading investment management firms]. The financing includes subscriptions by such investors to purchase Korsana common stock and pre-funded warrants exercisable for shares of Korsana common stock and is expected to close immediately prior to the completion of the merger.
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The company’s combined cash position at closing, including the funds from the private placement, is expected to provide a runway into 2029 and fund Korsana’s KRSA-028 program through key clinical milestones in 2027. Under the terms of the agreement, as of the closing of the transaction, pre-merger Cyclerion shareholders are expected to own approximately [XX]% of the combined company. Pre-merger Korsana shareholders, inclusive of those participating in the private placement, are expected to own approximately [XX]% of the combined company as of the closing of the transaction. The percentage of the combined company that Cyclerion shareholders will own as of the closing of the transaction is subject to adjustments based on the estimated amount of Cyclerion net cash immediately prior to the closing date.
We expect the merger transaction to close in [the third quarter of 2026], subject to receipt of shareholder approvals and customary closing conditions.
I would like to thank the Board members of both Cyclerion and Korsana for their support in approving the transaction, which is the result of a comprehensive strategic review by Cyclerion’s Board and management team. We believe this is the best path forward for Cyclerion and our shareholders.
Furthermore, we are confident in the ability of Korsana’s seasoned leadership team to execute their vision of developing potential best-in-class therapies for neurodegenerative diseases with significant unmet needs. Through their proprietary platform and innovative pipeline, we believe the combined company is well-positioned to deliver on their key clinical milestones in the coming years.
With that, I will pass the conference call over to Jon.
Jonathan Violin
Thank you Regina, and good morning to everyone joining our call today.
First of all, I would like to thank the Cyclerion management team and Board for their support throughout this process and confidence in our strategy and clinical development plan.
I’m grateful for the opportunity to lead the combined company, and excited for the work ahead to discover and develop novel therapies to reduce the burden of neurodegenerative diseases – one of the largest unmet medical needs of our time.
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I’ll share more about Korsana and our lead program KRSA-028, but first I’d like to note that listeners can access additional information about Korsana in our corporate presentation on our website, Korsana.com.
Korsana is the seventh company launched with assets that were discovered by the team at Paragon Therapeutics, who have a remarkable track record of creating precision-engineered biologics with potential to become best-in-class therapeutics. With this foundation, Korsana is advancing a pipeline of potential best-in-class therapeutics for neurodegenerative disorders.
Our lead program is KRSA-028, a novel and differentiated shuttled version of a pyroglutamate amyloid beta antibody for Alzheimer’s disease. Approximately 13 million Americans are projected to have Alzheimer’s by 2050, with long-term healthcare costs projected to be over $1 trillion by that time. This is a disease with a massive and growing unmet need, and we believe that Korsana is well-positioned to provide a best-in-class therapeutic for patients who deserve better options than what is currently available.
Korsana’s vision for advancing the treatment of Alzheimer’s disease is grounded in four key beliefs.
First, we believe that Alzheimer’s is at an inflection point. While it’s clearly one of the biggest unmet needs in medicine, it is now, finally, a derisked opportunity from a technical perspective. Two first generation amyloid-targeting drugs are now approved, validating the therapeutic approach – but they leave substantial room to improve on safety, efficacy, and convenience.
Second, we believe that shuttling technology – the ability to carry therapeutics to target tissues – increases brain exposure of amyloid-targeting drugs, remarkably improving their therapeutic profile, and is the best way to optimize amyloid-targeting drugs to treat diseases like Alzheimer’s.
Third, we believe our approach, based on our proprietary Therapeutic Targeting platform, or THETA, has the potential to deliver a best-in-class product, supported by a seasoned leadership team of drug developers that have the experience and capability to bring novel therapeutics to market.
And finally, we believe there is a path to rapid value creation with investigational products for Alzheimer’s disease. Advancements in imaging biomarkers now enable precise measurement of amyloid plaque clearance in small numbers of patients, accelerating timelines to generate proof-of-concept data and making this an attractive space for investment.
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[pause]
Our initial focus is to develop a durably best-in-class amyloid-targeted therapy for Alzheimer’s – and we think we have that in KRSA-028. We optimized KRSA-028 based on lessons learned from the two approved amyloid-targeting products, investigational products like Roche’s trontinemab, and important discoveries made in partnership with our colleagues at Paragon Therapeutics. Notably, trontinemab is the first shuttled amyloid drug with clinical data, and it shows more rapid and thorough plaque clearance from the brain of Alzheimer’s patients compared to trials of non-shuttled drugs. Strikingly, the trontinemab clinical data show a markedly lower rate of amyloid-related imaging abnormalities, or ARIA, compared to trial data for non-shuttled drugs. Both approved amyloid-targeting drugs carry black box warnings for ARIA, and it has been a serious concern for this class of medications – so the trontinemab data have been met with high enthusiasm.
However, while trontinemab has served as a clear proof-of-concept for shuttle technology, its clinical data show substantial room for improvement.
In preclinical studies, trontinemab targets and depletes reticulocytes, which can interrupt erythropoiesis and lead to anemia. Clinical data show a 10 to 20 percent rate of anemia and trends of reduced mean hemoglobin in patients on trontinemab. Furthermore, trontinemab treatment is burdensome, requiring monthly intravenous infusions, and a high rate of infusion-related reactions requires pretreatment with steroids.
For patients, matching trontinemab’s efficacy while improving on these factors will be a welcome advance. And in fact, we have promising preclinical data that point to the potential of -028 as a best-in-class therapeutic in Alzheimer’s.
In partnership with the team at Paragon Therapeutics, we designed KRSA-028 to maximize efficacy, safety, and tolerability, including avoiding the anemia risk associated with trontinemab and other TfR1-shuttled molecules. We also designed KRSA-028 to optimize pharmacokinetics and biophysical properties to enable infrequent, low volume, subcutaneous dosing.
To maximize efficacy, KRSA-028 targets the pyroglutamate form of amyloid beta, which is enriched in plaques, making -028 a plaque-selective therapeutic versus molecules that target other amyloid beta species. Clinical trials of plaque-selective antibodies have shown more robust plaque clearance and numerically greater slowing of cognitive decline than antibodies that target other amyloid forms. We think this makes -028 well positioned to maximize the clinical benefit of anti-amyloid therapy.
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To avoid anemia, and potentially to improve safety and tolerability, we designed KRSA-028 to include selective effector function modulation. We wanted to preserve anti-dependent phagocytosis, or ADCP, believed to be the mechanism by which the approved anti-amyloid drugs clear amyloid plaques – but we wanted to reduce other antibody effector functions, which we hypothesized were responsible for the reticulocyte destruction and other adverse immune effects of trontinimab, potentially including its infusion-related reactions. To achieve this, we incorporated a number of clinically precedented point mutations in the Fc region of the molecule, designed to reduce antibody-dependent cellular cytotoxicity, or ADCC, and complement-dependent cytotoxicity, or CDC, while preserving ADCP.
In addition, to improve pharmacokinetics to lower the dose and dose frequency required for efficacy, we also included clinically validated Fc modifications to extend half-life.
Finally, to shuttle KRSA-028 into the brain, we designed KRSA-028 to include a TfR1-binding antibody fragment that matches the clinically validated binding epitope and affinity of trontinemab.
Our preclinical data, which you can review in our corporate presentations, show that KRSA-028 delivers all the features we desired. It facilitates phagocytosis, matching the activity and potency of the approved pyro-glu amyloid-targeted drug donanemab. Compared to trontinemab, it achieves higher and more sustained exposure, does not destroy reticulocytes, and delivers 5- to 6-fold higher brain concentrations. We’ve also formulated KRSA-028 at high concentrations with low viscosity and high stability – all important for subcutaneous administration – and our modeling suggests it should match trontinemab efficacy at a low injection volume, well within the range needed for clinically proven autoinjectors.
We plan to initiate clinical development with an integrated Phase 1/2 design, beginning with single ascending doses in healthy volunteers, followed by multiple ascending dose cohorts in early Alzheimer’s patients. We will then enroll expansion cohorts at select doses to further characterize activity, safety, and tolerability and enable Phase 3 dose selection. We intend to file a CTN by the end of this year to initiate the SAD arm in healthy volunteers in Australia, and an IND at the beginning of 2027 to initiate the MAD arm in early Alzheimer’s patients. With this plan, we expect a key derisking readout from healthy volunteers in mid-year 2027, including data for half-life extension, hematologic safety, and CNS penetration. We then expect the first interim proof-of-concept data in Alzheimer’s patients by the end of 2027, using PET tracers to evaluate how quickly plaque is cleared. From there, we expect a rich stream of clinical data readouts as we complete dose-ranging and enroll expansion cohorts to collect all the data we believe we’ll need to discuss a pivotal Phase 3 program with global regulators. The transaction we announced today funds all of this, putting the combined company in a very strong position to accelerate the development of KRSA-028, with cash runway into 2029.
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We believe KRSA-028 has best-in-class potential, and the technology behind it provides us a platform to build a broader pipeline. We call the combination of our proprietary TfR1 binding sequence and Fc engineering the Therapeutic Targeting platform or THETA. It has enabled us to initiate discovery programs for other CNS targets and indications where a subcutaneous, anemia-free shuttle can deliver best-in-class profiles. We aren’t revealing these programs yet for competitive reasons, but look forward to disclosing them later this year or in 2027.
[pause]
As some of you know, I’ve led the founding and growth of multiple biopharmaceutical companies. I’ve never been more excited about a company’s prospects as I am for Korsana – and I look forward to the important progress I believe we’ll make, together, in the coming years. We have a stellar team, an incredibly promising molecule in KRSA-028, and an immense opportunity in our pipeline. This is all anchored in a clear vision: delivering the best possible medicines for some of humanity’s most devastating diseases. I’d like to thank the team at Paragon Therapeutics for their partnership, the Korsana team for joining this mission, and Korsana’s investors for their support. We have important work ahead, and I look forward to sharing updates on our progress with you over the coming months and years.
With that, I will now conclude my remarks and hand the call back to the operator. Thank you for joining the call today.
Operator
Ladies and gentlemen, this concludes the conference call today. All parties may now disconnect.