Cyclerion investor reports 4.5M shares plus warrants
Form 3 for a director of Cyclerion/Korsana discloses large indirect equity and derivative interests subject to 9.99%–19.99% ownership limits.
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 director Nimish P. Shah on a Form 3. The filing shows indirect interests in 4,549,585 shares of common stock, plus derivative positions convertible or exercisable into an additional 1,908,000 shares via Series B Non-Voting Preferred Stock and 3,305,044 shares via pre-funded warrants. The Venrock-affiliated funds have elected 9.99% beneficial ownership limitations (resettable up to 19.99% after a 61-day notice), and Shah disclaims beneficial ownership beyond his indirect pecuniary interests.
Positive
- None.
Negative
- None.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
Shah Nimish P
Role
Director
| 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 | -- | -- | -- |
Holdings After Transaction:
Series B Non-Voting Preferred Stock — 1,908,000 contracts (Indirect, See footnote);
Pre-funded Warrant — 3,305,044 contracts (Indirect, See footnote);
Common Stock — 4,549,585 shares (Indirect, See footnote)
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 shares of the Issuer's common stock received in the Merger in exchange for shares of Pre-Merger Korsana's common stock. Consists of (i) 2,024,520 shares of common stock held directly by Venrock Healthcare Capital Partners EG, L.P. ("VHCP EG"), (ii) 1,001,091 shares of common stock held directly by Venrock Healthcare Capital Partners XP, L.P. ("VHCP XP"), (iii) 1,385,432 shares of common stock held directly by Venrock Healthcare Capital Partners III, L.P. and (iv) 138,542 shares of common stock held directly by VHCP Co-Investment Holdings III, LLC.
- F3. VHCP Management EG, LLC ("VHCPM EG") is the sole general partner of VHCP EG. VHCP Management XP, LLC ("VHCPM XP") is the sole general partner of VHCP XP. VHCP Management III, LLC ("VHCPM III") is the sole general partner of Venrock Healthcare Capital Partners III, L.P. ("VHCP III") and the sole manager of VHCP Co-Investment Holdings III, LLC ("VHCP Co-III"). The Reporting Person is one of two voting members of VHCPM III, VHCPM EG and VHCPM XP. The Reporting Person expressly disclaims beneficial ownership over all shares held by VHCP III, VHCP Co-III, VHCP EG and VHCP XP except to the extent of his indirect 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,
- F5. (Continued from footnote 4) which VHCP EG, VHCP XP, VHCP III and VHCP Co-III have designated as 9.99% of the shares of common stock outstanding. 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. Consists of (i) 935 shares of Issuer Preferred Stock held directly by VHCP EG, (ii) 830 shares of Issuer Preferred Stock held directly by VHCP XP, (iii) 130 shares of Issuer Preferred Stock held directly by VHCP III and (iv) 13 shares of Issuer Preferred Stock held directly by VHCP Co-III, convertible in the aggregate into 1,908,000 shares of the Issuer's common 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 VHCP EG, VHCP XP, VHCP III and VHCP Co-III have elected to be 9.99% 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. Consists of (i) Issuer Pre-Funded Warrants held directly by VHCP EG exercisable for 1,470,712 shares of the Issuer's common stock, (ii) Issuer Pre-Funded Warrants directly by VHCP XP exercisable for 727,242 shares of the Issuer's common stock, (iii) Issuer Pre-Funded Warrants directly by VHCP III exercisable for 1,006,446 shares of the Issuer's common stock and (iv) Issuer Pre-Funded Warrants directly by VHCP Co-III exercisable for 100,644 shares of the Issuer's common stock.
Key Figures
Indirect common stock holdings: 4,549,585 shares
Underlying shares from Series B Non-Voting Convertible Preferred Stock: 1,908,000 shares
Underlying shares from Issuer Pre-Funded Warrants: 3,305,044 shares
+3 more
6 metrics
Indirect common stock holdings
4,549,585 shares
Common stock held indirectly through Venrock-affiliated entities after the reported event
Underlying shares from Series B Non-Voting Convertible Preferred Stock
1,908,000 shares
Common shares issuable upon conversion of reported preferred stock, held indirectly
Underlying shares from Issuer Pre-Funded Warrants
3,305,044 shares
Common shares issuable upon exercise of reported pre-funded warrants, held indirectly
Pre-funded warrant exercise price
$0.0001 per share
Exercise price for Issuer Pre-Funded Warrants reported as indirectly held
Beneficial ownership limitation – base level
9.99%
Cap on beneficial ownership for Series B preferred and pre-funded warrants elected by Venrock funds
Maximum resettable ownership cap
19.99%
Highest beneficial ownership cap allowed after 61 days’ written notice
Key Terms
Series B Non-Voting Convertible Preferred Stock, Issuer Pre-Funded Warrants, beneficial ownership limitation, pecuniary interest
4 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.
Issuer Pre-Funded Warrants financial
"The pre-funded warrants to purchase shares of the Issuer's common stock"
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.
pecuniary interest financial
"except to the extent of his indirect pecuniary interest therein"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What does the Form 3 for CYCN/KRSA disclose about Nimish P. Shah’s holdings?
The Form 3 reports indirect interests in 4,549,585 CYCN common shares, plus Series B preferred and pre-funded warrant positions convertible or exercisable into 1,908,000 and 3,305,044 additional common shares, respectively. Shah disclaims beneficial ownership except for his indirect pecuniary interest.
What derivative securities tied to CYCN common stock are reported on this Form 3?
The Form 3 lists Series B Non-Voting Convertible Preferred Stock convertible into 1,908,000 CYCN common shares and Issuer Pre-Funded Warrants exercisable for 3,305,044 CYCN common shares at an exercise price of $0.0001 per share. All are held indirectly via Venrock-affiliated entities.
What beneficial ownership limits apply to the CYCN preferred stock reported?
The Series B Non-Voting Convertible Preferred Stock is subject to a 9.99% beneficial ownership limitation, as elected by the Venrock funds. This cap can be reset to a lower level immediately or increased up to 19.99% effective on the 61st day after written notice.
What ownership cap applies to the CYCN pre-funded warrants on this Form 3?
The Issuer Pre-Funded Warrants cannot be exercised if, before or after exercise, the holder would own more than 9.99% of CYCN common stock outstanding. This maximum percentage can be changed by notice, but not above 19.99%, and increases become effective on the 61st day after notice.
How did Cyclerion Therapeutics, Inc. become Korsana Biosciences, Inc. in this filing?
The footnotes describe a two-step merger completed on September 8, 2026, in which Cyclerion’s subsidiaries merged with Pre-Merger Korsana entities. At the effective time of the merger, Cyclerion changed its name to “Korsana Biosciences, Inc.”, which is referred to as the issuer.
AI-generated analysis. How Rhea-AI works. Not financial advice.
