Korsana Biosciences: Fairmount reports 6.9M, 2.2M shares
Fairmount-affiliated funds and managers disclose significant indirect common and derivative positions in CYCN (now Korsana Biosciences, Inc.) following the merger and name change.
Rhea-AI Filing Summary
Cyclerion Therapeutics, Inc. (CYCN), now named Korsana Biosciences, Inc., received an initial ownership report on Form 3 from Fairmount Funds Management LLC and related investment funds and managers. The filing lists their indirect holdings following the merger in which Pre-Merger Korsana became a subsidiary and Cyclerion adopted the Korsana Biosciences, Inc. name.
The Fairmount-affiliated funds report indirect ownership of 6,911,174 shares of common stock through Fairmount Healthcare Fund II L.P. and 2,192,555 shares of common stock through Fairmount Healthcare Co-Invest VI L.P., plus derivatives: Series B Non-Voting Preferred Stock convertible into 2,074,000 common shares and 66,436 pre-funded warrants with a $0.0001 exercise price. The preferred stock and warrants are subject to beneficial ownership limits generally capped at 19.99% of outstanding common stock. Fairmount, Peter Harwin and Tomas Kiselak disclaim beneficial ownership beyond their pecuniary interests.
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Insights
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Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
Fairmount Funds Management LLC, Fairmount Healthcare Fund II L.P., Fairmount Healthcare Co-Invest VI L.P., Kiselak Tomas, Harwin Peter Evan
Role
Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Series B Non-Voting Preferred Stock F4, F5, F1, F6, F3 | -- | -- | -- |
| holding | Pre-funded Warrant F7, F8, F1, F9, F3 | -- | -- | -- |
| holding | Common Stock F1, F2, F3 | -- | -- | -- |
| holding | Common Stock F1, F2, F3 | -- | -- | -- |
Holdings After Transaction:
Series B Non-Voting Preferred Stock — 2,074,000 contracts (Indirect, By Fairmount Healthcare Fund II L.P.);
Pre-funded Warrant — 66,436 contracts (Indirect, By Fairmount Healthcare Fund II L.P.);
Common Stock — 6,911,174 shares (Indirect, By Fairmount Healthcare Fund II L.P.);
Common Stock — 2,192,555 shares (Indirect, By Fairmount Healthcare Co-Invest VI L.P.)
Footnotes (9)
- 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 the number of 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 common stock held at the Effective Time was exchanged for 0.2074 shares of the Issuer's common stock.
- F3. Fairmount Funds Management LLC ("Fairmount") is the investment manager for Fairmount Healthcare Fund II L.P. and Fairmount Healthcare Co-Invest VI L.P. Peter Harwin and Tomas Kiselak are the managers of Fairmount. Fairmount, Mr. Harwin and Mr. Kiselak disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein.
- F4. Series B Non-Voting Convertible Preferred Stock of the Issuer, no par value per share (the "Issuer Preferred Stock"), has no expiration date and is convertible at any time and from time to time at the option of the holder thereof into a number of shares of the Issuer's common stock equal to the Conversion Ratio, initially 1,000 shares of common stock for each share of Issuer Preferred Stock, subject to adjustment. A holder may not convert Issuer Preferred Stock to the extent that, after giving effect to the conversion, the holder, together with its affiliates and any other persons whose beneficial ownership would be aggregated with the holder's for purposes of Section 13(d) or Section 16 of the Securities Exchange Act of 1934, including any group of which the holder is a member, would beneficially own shares of common stock in excess of the applicable beneficial ownership limitation, which the Reporting Person has designated as 19.99% of the shares of common stock outstanding.
- F5. (Continued from footnote 4) A holder may reset that limitation to a lower percentage effective immediately, or to a higher percentage not exceeding 19.99% effective on the 61st day after written notice to the Issuer, and the limitation is automatically set at 9.99% at any time the holder's beneficial ownership is 9.00% or less of the outstanding common stock.
- F6. Represents the number of shares of the Issuer's common stock underlying 2,074 shares of Issuer Preferred Stock received by the Reporting Person in the Merger in exchange for the shares of Pre-Merger Korsana's Series Seed Preferred Stock ("Korsana Series Seed Preferred Stock") held by the Reporting Person prior to the Merger. Each share of Korsana Series Seed Preferred Stock held at the Effective Time was exchanged for 0.0002074 shares of Issuer Preferred Stock.
- F7. The pre-funded warrants to purchase shares of the Issuer's common stock (the "Issuer Pre-Funded Warrants") have no expiration date and are exercisable at any time and from time to time on or after the date of issuance. A holder may not exercise the Issuer Pre-Funded Warrants to the extent that, immediately prior to or following the exercise, the holder, together with its affiliates and any other persons whose beneficial ownership would be aggregated with the holder's for purposes of Section 13(d) of the Securities Exchange Act of 1934, would beneficially own shares of common stock in excess of the maximum percentage applicable to such holder, which the Reporting Person has elected to be 19.99% of the shares of common stock issued and outstanding following the exercise.
- F8. (Continued from footnote 7) A holder may increase or decrease that maximum percentage by written notice to the Issuer, provided that it may not exceed 19.99% and that any increase is not effective until the 61st day after the notice is delivered to the Issuer.
- F9. Represents the number of Issuer Pre-Funded Warrants received by the Reporting Person in the Merger in exchange for pre-funded warrants to purchase shares of Pre-Merger Korsana's common stock (the "Korsana Pre-Funded Warrants") held by the Reporting Person prior to the Merger. Each Korsana Pre-Funded Warrant held at the Effective Time was exchanged for 0.2074 Issuer Pre-Funded Warrants.
Key Figures
Common stock held by Fairmount Healthcare Fund II L.P.: 6,911,174 shares
Common stock held by Fairmount Healthcare Co-Invest VI L.P.: 2,192,555 shares
Series B Non-Voting Preferred underlying common: 2,074,000 shares
+5 more
8 metrics
Common stock held by Fairmount Healthcare Fund II L.P.
6,911,174 shares
Indirect ownership position following the merger effective September 8, 2026
Common stock held by Fairmount Healthcare Co-Invest VI L.P.
2,192,555 shares
Indirect ownership position following the merger effective September 8, 2026
Series B Non-Voting Preferred underlying common
2,074,000 shares
Common shares underlying 2,074 shares of Issuer Preferred Stock held indirectly
Pre-funded warrants underlying common
66,436 shares
Common shares underlying Issuer pre-funded warrants held indirectly
Pre-funded warrant exercise price
$0.0001 per share
Exercise price of Issuer Pre-Funded Warrants to purchase common stock
Beneficial ownership cap for preferred stock
19.99%
Maximum beneficial ownership of common stock designated by the reporting person
Automatic reset threshold for preferred stock limit
9.99%
Limit automatically set when beneficial ownership is 9.00% or less
Beneficial ownership cap for pre-funded warrants
19.99%
Maximum percentage of common stock issued and outstanding following exercise
Key Terms
Series B Non-Voting Convertible Preferred Stock, pre-funded warrants, beneficial ownership limitation, Conversion Ratio, +1 more
5 terms
Series B Non-Voting Convertible Preferred Stock financial
"Series B Non-Voting Convertible Preferred Stock of the Issuer, no par value per share"
A Series B non-voting convertible preferred stock is a class of company shares that gives holders financial priority—such as fixed dividends and first claim on assets if the company is sold—while not granting voting rights. It can be converted into regular common shares under set conditions, which matters to investors because conversion can increase upside participation but also dilute existing owners; the preference reduces downside risk like a safety buffer.
pre-funded warrants financial
"The pre-funded warrants to purchase shares of the Issuer's common stock"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
beneficial ownership limitation regulatory
"would beneficially own shares of common stock in excess of the applicable beneficial ownership limitation"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
Conversion Ratio financial
"convertible at any time ... into a number of shares ... equal to the Conversion Ratio"
The conversion ratio is the number of common shares an investor receives when a convertible security (like a bond or preferred share) or an exchangeable instrument is turned into ordinary stock. It matters because it tells investors how much ownership or dilution will occur — similar to knowing how many slices you get when you trade in a coupon — and directly affects the value you get from the convertible and the company’s future share count.
pecuniary interest financial
"disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What does the Form 3 for CYCN/Korsana Biosciences report about Fairmount’s ownership?
It reports indirect holdings by Fairmount-managed funds and managers in Korsana Biosciences, Inc. (formerly Cyclerion Therapeutics, Inc.), including common stock, convertible preferred stock and pre-funded warrants received in connection with the merger.
What derivative securities linked to CYCN common stock are reported on this Form 3?
The filing lists Series B Non-Voting Preferred Stock convertible into 2,074,000 common shares and 66,436 pre-funded warrants to purchase common stock at an exercise price of $0.0001 per share, all held indirectly through Fairmount Healthcare Fund II L.P.
What are the beneficial ownership limits on Fairmount’s CYCN preferred stock and warrants?
Both the Series B Non-Voting Preferred Stock and the pre-funded warrants are subject to a beneficial ownership limitation generally capped at 19.99% of outstanding common stock, with mechanics allowing certain resets and an automatic reset to 9.99% at lower ownership levels.
How did the merger affect CYCN and Korsana Biosciences’ structure?
At the Effective Time on September 8, 2026, a two-step merger made Pre-Merger Korsana a subsidiary and then combined it into another Cyclerion subsidiary; Cyclerion then changed its name to Korsana Biosciences, Inc., which is the current issuer in this Form 3.
Do Fairmount, Peter Harwin, and Tomas Kiselak claim full beneficial ownership of these CYCN securities?
No. The filing states that Fairmount, Peter Harwin and Tomas Kiselak disclaim beneficial ownership of the reported securities, except to the extent of their pecuniary interest in them.
AI-generated analysis. How Rhea-AI works. Not financial advice.
