Korsana Biosciences, Inc. (CYCN) SEC Filings, May-Jul 2026

Cyclerion Therapeutics, Inc. plans to merge with Korsana Biosciences, Inc., issuing more than 20% of its existing common stock (plus Series B preferred) to Korsana securityholders as merger consideration, subject to shareholder approvals and other closing conditions. The combined company will be renamed Korsana Biosciences, Inc., with an operating subsidiary named Korsana Biosciences Operating Company, LLC, and is expected to trade on Nasdaq under the symbol “KRSA” after the merger.

Based on a June 30, 2026 capitalization snapshot and Cyclerion estimated net cash of $(2.5) million, each share of Korsana common and Series A preferred stock is estimated to receive about 1.4735 shares of Cyclerion common stock. On a fully diluted basis after the merger, existing Cyclerion securityholders are expected to own about 1.1% of the combined company and former Korsana securityholders about 98.9%, including roughly 53.4% tied to Korsana’s approximately $380.0 million pre-closing financing. Cyclerion shareholders will vote on multiple proposals, including Nasdaq stock issuance, an increase in authorized common shares from 400,000,000 to 700,000,000, a reverse stock split in a 1‑for‑2 to 1‑for‑10 range, and a redomestication to the Cayman Islands, several of which are conditions to completing the merger.

Cyclerion Therapeutics, Inc. filed Amendment No. 3 to a Form S-4 covering the proposed stock-for-stock merger with Korsana Biosciences, Inc.. Cyclerion will remain outstanding but be renamed Korsana Biosciences, Inc., with Korsana operating as a wholly owned subsidiary through a two-step merger structure.

Korsana shareholders will receive Cyclerion common stock, pre-funded warrants, or Series B preferred stock based on an Exchange Ratio currently estimated at 1.4735 Cyclerion common shares per Korsana common or Series A preferred share, with Series Seed preferred converting into Series B preferred at the Exchange Ratio divided by 1,000. A 9.99% Beneficial Ownership Limitation may substitute pre-funded warrants for stock above that threshold.

Korsana has arranged a $380.0 million pre-closing financing; securities from that financing are expected to represent about 53.4% of the fully diluted combined company. Overall, former Korsana holders are expected to own about 98.9% and existing Cyclerion securityholders about 1.1% of the fully diluted combined company, assuming Cyclerion closing net cash of $(2.5) million.

Cyclerion shareholders will vote on multiple proposals, including a Nasdaq stock issuance/change-of-control proposal, an increase in authorized common shares from 400,000,000 to 700,000,000, a reverse stock split in a 1-for-2 to 1-for-10 range, and a redomestication to the Cayman Islands. Approval of the Nasdaq issuance, authorized share increase, and reverse split proposals is a condition to closing the merger, absent waivers.

Peter M. Hecht has updated his beneficial ownership in Cyclerion Therapeutics, Inc. common stock. He now beneficially owns 910,240 shares of Common Stock, representing 19.4% of the outstanding class, with sole voting and sole dispositive power over all of these shares.

The ownership change reflects the forfeiture of options to purchase 110,984 shares of Common Stock and the conversion of 351,037 shares of non-voting Series A Convertible Preferred Stock into 351,037 shares of Common Stock. The 19.4% figure is based on 4,681,351 shares of Common Stock outstanding, consisting of 4,330,314 shares outstanding as of June 30, 2026 plus 351,037 shares issued on July 16, 2026 upon Hecht’s conversion election. Apart from the events described, he reports no other transactions in the company’s common stock during the past 60 days.

Cyclerion Therapeutics, Inc. director and 10% owner Peter M. Hecht converted 351,037 shares of Series A Convertible Preferred Stock into 351,037 shares of Common Stock on July 16, 2026, leaving no preferred shares outstanding. His direct Common Stock holdings after the conversion total 910,240 shares, and all previously held stock options were cancelled the same day. Separate family trusts each hold 24 Common shares, for which he disclaims beneficial ownership.

Cyclerion Therapeutics and Korsana Biosciences outline a proposed reverse merger and financing that would reposition the combined company around Alzheimer’s and other neurodegenerative therapies. Korsana’s lead program, KRSA-028, is a shuttled anti-amyloid beta antibody built on its THETA blood-brain barrier platform, aiming for faster plaque clearance, lower ARIA rates, and more convenient subcutaneous dosing compared with first-generation agents.

The transaction structure would make Korsana a wholly owned subsidiary of Cyclerion through a two-step merger, followed by Korsana merging into a Cyclerion subsidiary. A concurrent $380 million private placement is expected to close with the merger in 3Q26, after which the combined company is expected to trade on Nasdaq under the ticker KRSA. Korsana states that, assuming completion of the merger and financing, existing cash resources are expected to fund operations into 2029. Extensive forward‑looking and regulatory disclaimers emphasize that timing, completion, capitalization and clinical progress remain subject to significant risks and uncertainties, and investors are directed to review Cyclerion’s Form S‑4 proxy statement/prospectus and related SEC materials.

Cyclerion Therapeutics, Inc. is registering securities in support of a proposed merger to acquire Korsana Biosciences, Inc., pursuant to an Agreement and Plan of Merger and Reorganization dated April 1, 2026 (as amended), with the merger consideration tied to an Exchange Ratio currently estimated at approximately 1.4735 shares of Cyclerion Common Stock per share of Korsana Common Stock, subject to adjustment.

The transaction contemplates conversion of Korsana equity, warrants, options and RSUs into Cyclerion common stock, Cyclerion Pre-Funded Warrants or Cyclerion Series B Preferred Stock as described, and includes a Korsana pre-closing financing of $380.0 million whose securities will convert into Cyclerion securities at the Exchange Ratio. Cyclerion estimates its net cash at closing at $(2.5) million, and, based on current estimates, Cyclerion securityholders would hold approximately 1.1% of the Combined Company on a fully-diluted basis immediately after closing while former Korsana securityholders would hold approximately 98.9%, with pre-closing financing investors expected to represent approximately 53.4% of the Combined Company on a fully-diluted basis.

Cyclerion Therapeutics, Inc. filed an Amendment No. 1 to Form S-4 proposing a merger with Korsana Biosciences pursuant to an Agreement and Plan of Merger and Reorganization amended April 17, 2026. The transaction contemplates an exchange of Korsana securities for Cyclerion common stock (estimated Exchange Ratio ~1.1009), a Korsana pre-closing financing of approximately $380.0 million, and post-closing ownership in which former Korsana holders are expected to hold approximately 98.5% of the Combined Company on a fully-diluted basis (Cyclerion holders ~1.5%), subject to adjustments including Cyclerion net cash at closing and a proposed reverse stock split.

The merger contemplates conversion of options, RSUs, warrants and preferred stock into corresponding Cyclerion instruments or cash in specified circumstances, a Contingent Value Right program for certain Cyclerion legacy assets, and requested shareholder votes on proposals including an authorized share increase, reverse stock split, redomestication to the Cayman Islands, and approval of issuance under Nasdaq rules. The Merger closing is conditioned on customary items including Nasdaq confirmation of listing for the Combined Company and required shareholder approvals.

Cyclerion Therapeutics reported a first-quarter 2026 net loss of $3.2M, wider than the prior year, on no revenue as operating expenses rose to $3.2M. Cash and cash equivalents were $2.8M against total assets of $8.5M, and management disclosed substantial doubt about the company’s ability to continue as a going concern beyond the third quarter of 2026 without additional funding.

The company has agreed to merge with privately held Korsana Biosciences, after which Korsana’s neurodegenerative disease programs will become the primary business and Cyclerion will be renamed Korsana Biosciences, Inc. A concurrent Korsana financing of approximately $380.0M and a Contingent Value Rights Agreement are intended to capture potential value from Cyclerion’s legacy assets for current shareholders.

Cyclerion Therapeutics Inc ownership filing shows FMR LLC beneficially owns 649,547 shares of common stock, representing 15.0% of the class as of 04/30/2026. The filing states portions of that interest are held on behalf of Fidelity Growth Company Commingled Pool (287,563 shares, 6.6%) and Fidelity Growth Company Fund (218,257 shares, 5.0%). The schedule is a passive institutional disclosure listing voting and dispositive powers and refers to an attached exhibit and a power of attorney.