Cyclerion CEO reports 207K shares, stock options
Form 3 discloses CEO Jonathan Violin’s post-merger common stock and large option positions in Cyclerion/Korsana.
Rhea-AI Filing Summary
Cyclerion Therapeutics, Inc. (CYCN), which changed its name to Korsana Biosciences, Inc. at the merger effective time, reported the initial holdings of Jonathan Violin, its Chief Executive Officer, President and director. He holds 207,400 shares of common stock directly, including restricted shares received in the merger.
Violin also holds stock options to buy up to 1,048,244 shares of common stock at an exercise price of $4.15 per share expiring October 26, 2035, and options for 1,984,157 shares at $8.06 per share expiring June 29, 2036. A substantial portion of his stock and options vests in equal monthly installments through 2029 and 2030, subject to continued service.
Positive
- None.
Negative
- None.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
Violin Jonathan
Role
See Remarks
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Stock Option (Right to Buy) F1, F3 | -- | -- | -- |
| holding | Stock Option (Right to Buy) F1, F4 | -- | -- | -- |
| holding | Common Stock F1, F2 | -- | -- | -- |
Holdings After Transaction:
Stock Option (Right to Buy) — 3,032,401 contracts (Direct);
Common Stock — 207,400 shares (Direct)
Footnotes (4)
- F1. Effective as of September 8, 2026 (the "Effective Time"), (i) Cariboos Merger Sub Corp., a wholly owned subsidiary of Cyclerion Therapeutics, Inc. ("Cyclerion"), merged with and into Korsana Biosciences, Inc. ("Pre-Merger Korsana"), with Pre-Merger Korsana continuing as a wholly owned subsidiary of Cyclerion and the surviving corporation of the merger (the "First Merger"), and (ii) immediately thereafter, Pre-Merger Korsana merged with and into Cariboos Merger Sub II, LLC, a second wholly owned subsidiary of Cyclerion ("Second Merger Sub"), with Second Merger Sub being the surviving entity of the merger under the name Korsana Biosciences Operating Company, LLC (the "Second Merger" and, together with the First Merger, the "Merger"). At the Effective Time, Cyclerion changed its name to "Korsana Biosciences, Inc." (hereinafter, the "Issuer").
- F2. Represents shares of the Issuer's common stock received by the Reporting Person in the Merger in exchange for the shares of Pre-Merger Korsana's common stock held by the Reporting Person prior to the Merger. Each share of Pre-Merger Korsana's restricted common stock held at the Effective Time was exchanged for 0.2074 restricted shares of the Issuer's common stock. Of these shares of common stock, 142,588 remain subject to forfeiture restrictions and vest in equal monthly installments through June 1, 2029, subject to the Reporting Person's continued service to the Issuer on each such vesting date.
- F3. Represents options to purchase shares of the Issuer's common stock received by the Reporting Person in the Merger in exchange for options of Pre-Merger Korsana held by the Reporting Person prior to the Merger. This option vested as to 25% on June 1, 2026 and vests in equal monthly installments thereafter through June 1, 2029, subject to the Reporting Person's continued service to the Issuer on each such vesting date.
- F4. Represents options to purchase shares of the Issuer's common stock received by the Reporting Person in the Merger in exchange for options of Pre-Merger Korsana held by the Reporting Person prior to the Merger. This option will vest as to 25% on June 18, 2027 and in equal monthly installments thereafter through June 18, 2030, subject to the Reporting Person's continued service to the Issuer on each such vesting date.
Key Figures
Common stock held directly: 207,400 shares
Restricted common stock subject to forfeiture: 142,588 shares
Stock option underlying shares (first award): 1,048,244 shares
+5 more
8 metrics
Common stock held directly
207,400 shares
Direct holdings of Jonathan Violin after the merger
Restricted common stock subject to forfeiture
142,588 shares
Vesting in equal monthly installments through June 1, 2029
Stock option underlying shares (first award)
1,048,244 shares
Options with $4.15 exercise price expiring October 26, 2035
Exercise price (first option award)
$4.15 per share
Stock option expiring October 26, 2035
Stock option underlying shares (second award)
1,984,157 shares
Options with $8.06 exercise price expiring June 29, 2036
Exercise price (second option award)
$8.06 per share
Stock option expiring June 29, 2036
Exchange ratio for restricted shares
0.2074
Each restricted pre-merger Korsana share to restricted issuer common share
Vesting end dates
June 1, 2029 and June 18, 2030
End of monthly vesting for restricted stock and certain options
Key Terms
Effective Time, First Merger, Second Merger, restricted common stock, +2 more
6 terms
Effective Time regulatory
"Effective as of September 8, 2026 (the "Effective Time"), (i) Cariboos Merger"
The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.
First Merger regulatory
"Pre-Merger Korsana continuing as a wholly owned subsidiary of Cyclerion and the surviving corporation of the merger (the "First Merger")"
Second Merger regulatory
"Pre-Merger Korsana merged with and into Cariboos Merger Sub II, LLC ... (the "Second Merger")"
restricted common stock financial
"Each share of Pre-Merger Korsana's restricted common stock held at the Effective Time"
Restricted common stock is company shares that carry limits on selling or transferring for a set period or until certain conditions are met, like time-based vesting or regulatory clearance. Think of them as shares in a locked box that gradually open; they can become freely tradable later but initially reduce the number of shares available on the market. Investors watch restricted stock because its eventual release can change a company’s share supply, affect stock price, and influence control and dilution.
subject to forfeiture restrictions financial
"Of these shares of common stock, 142,588 remain subject to forfeiture restrictions"
vest in equal monthly installments financial
"and vest in equal monthly installments through June 1, 2029"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What does the Form 3 filing reveal about CYCN (Cyclerion/Korsana) CEO Jonathan Violin’s stock ownership?
It shows Jonathan Violin directly holds 207,400 shares of common stock of the issuer, received in the merger that combined Cyclerion Therapeutics, Inc. and pre-merger Korsana Biosciences, Inc.
How many stock options does Jonathan Violin hold in CYCN and at what exercise prices?
He holds options over 1,048,244 shares at an exercise price of $4.15 per share and options over 1,984,157 shares at an exercise price of $8.06 per share, all relating to the issuer’s common stock.
When do Jonathan Violin’s major stock option awards in CYCN expire?
One option award expires on October 26, 2035, and another expires on June 29, 2036, each covering options to purchase shares of the issuer’s common stock.
What vesting conditions apply to Jonathan Violin’s restricted common stock in CYCN?
Of his common shares, 142,588 remain subject to forfeiture restrictions and vest in equal monthly installments through June 1, 2029, conditioned on his continued service to the issuer.
What merger structure involving CYCN is described in the Form 3 footnotes?
The footnotes describe a two-step merger where a Cyclerion subsidiary merged into pre-merger Korsana, followed by a second merger into another subsidiary, after which Cyclerion changed its name to Korsana Biosciences, Inc. as the issuer.
AI-generated analysis. How Rhea-AI works. Not financial advice.
