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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Cyclerion Therapeutics, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 5, 2025 |
Consulting Agreement with Rhonda Chicko dated August 4, 2025 Exhibit 10.1 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the “Agreement”) entered into 4th day of August, 2025 (the “Effective Date”) is between Cyclerion Therapeutics, Inc., a Massachusetts corporation having an address at 245 First Street, Riverview II, 18th Floor, Cambridge, MA 02142 (“Cyclerion”), and Rhonda Chicko (“Consultant”). 1. Consulting Services. Cyclerion retains Consultant for th |
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| August 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38787 CYCLERION T |
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| June 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 18, 2025 (June 16, 2025) CYCLERION THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Massachusetts 001-38787 83-1895370 (State or other jurisdiction of in |
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| May 13, 2025 |
Cyclerion Therapeutics, Inc. 245 First Street, 18th Floor Cambridge, MA 02142 CORRESP Cyclerion Therapeutics, Inc. 245 First Street, 18th Floor Cambridge, MA 02142 May 13, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Doris Stacey Gama Re: Cyclerion Therapeutics, Inc. Registration Statement on Form S-3 (File No. 333-287006) Request for Acceleration Ladies and Gentlemen: Pursuant to Rule |
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| May 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 7, 2025 CYCLERION THERAPEUTICS, INC. (Exact name of registrant as specified in charter) Massachusetts 001-38787 83-1895370 (State or Other Jurisdiction of Incorporation) (Commissi |
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| May 7, 2025 |
Up to $20,000,000 Common Stock Table of Contents Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-284690 PROSPECTUS SUPPLEMENT (To Prospectus dated February 12, 2025) Up to $20,000,000 Common Stock We have entered into a sales agreement (the “sales agreement”) with Guggenheim Securities, LLC (“Guggenheim Securities”) relating to the sale of shares of our common stock, no par value per share, offered by this prosp |
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| May 7, 2025 |
EX-1.1 Exhibit 1.1 SALES AGREEMENT May 7, 2025 Guggenheim Securities, LLC 330 Madison Avenue New York, New York 10017 Ladies and Gentlemen: Cyclerion Therapeutics, Inc., a Massachusetts corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Guggenheim Securities, LLC, as sales agent and/or principal (the “Agent”), share |
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| May 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38787 CYCLERION |
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| May 6, 2025 |
As filed with the Securities and Exchange Commission on May 6, 2025 Table of Contents As filed with the Securities and Exchange Commission on May 6, 2025 Registration No. |
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| May 6, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Cyclerion Therapeutics, Inc. |
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| April 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Def |
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| April 29, 2025 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rul |
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| March 25, 2025 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 21, 2025, is entered into by and among Cyclerion Therapeutics, Inc., a Massachusetts corporation (the “Company”), and the several investors signatory hereto (individually as an “Investor” and collectively together with their respective permitted assigns, the “Investors”). Capitalized |
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| March 25, 2025 |
Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 21, 2025 CYCLERION THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Massachusetts 001-38787 83-1895370 (State or Other Jurisdiction of Incorporation) (C |
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| March 25, 2025 |
Exhibit 10.1 STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of March 21, 2025, by and among Cyclerion Therapeutics, Inc., a Massachusetts corporation (the “Company”), and each of the entities listed on Exhibit A attached to this Agreement (each, an “Investor” and together, the “Investors”). WHEREAS, the Company and the Investors are executing and delivering t |
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| March 4, 2025 |
Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 General The following description of our capital stock is intended as a summary only and is qualified in its entirety by reference to our articles of organization and bylaws, the Annual Report on Form 10-K to which this description is an exhibit, any and all of which may |
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| March 4, 2025 |
Insider Trading Prevention Policy Exhibit 19 CYCLERION THERAPEUTICS, INC. INSIDER TRADING PREVENTION POLICY JULY 3, 2019 1 TABLE OF CONTENTS Section Title Page 1.0 Policy 3 2.0 Scope 3 3.0 General Prohibitions 3 4.0 Key Terms 4 5.0 Timing of Transactions 5 6.0 Stock Options and Employee Stock Purchase Plan Shares 6 7.0 Planned Sale Programs 6 8.0 Special and Prohibited Transactions 7 9.0 Consequences of Violating this Policy 7 10. |
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| March 4, 2025 |
Exhibit 21.1 List of Registrant’s Subsidiaries Cyclerion Securities Corporation, incorporated in Massachusetts, a wholly owned subsidiary. |
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| March 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38787 CYCLERION THERAPEUTICS, IN |
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| February 10, 2025 |
Cyclerion Therapeutics, Inc. 245 First Street, 18th Floor Cambridge, MA 02142 CORRESP Cyclerion Therapeutics, Inc. 245 First Street, 18th Floor Cambridge, MA 02142 February 10, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Chris Edwards Re: Cyclerion Therapeutics, Inc. Registration Statement on Form S-3 (File No. 333- 284690) Request for Acceleration Ladies and Gentlemen: Pursuant to Ru |
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| February 4, 2025 |
As filed with the Securities and Exchange Commission on February 4, 2025 S-3 Table of Contents As filed with the Securities and Exchange Commission on February 4, 2025 Registration No. |
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| February 4, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Cyclerion Therapeutics, Inc. |
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| December 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 17, 2024 (December 13, 2024) CYCLERION THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Massachusetts 001-38787 83-1895370 (State or other jurisdicti |
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| December 17, 2024 |
Exhibit 10.1 Certain information has been excluded from this agreement (indicated by “[***]”) because such information is both not material and the type that the registrant treats as private or confidential. AMENDMENT #1 TO LICENSE AGREEMENT This Amendment #1 (the “Amendment”) to the License Agreement (the “License Agreement”) dated June 3, 2021 by and between Akebia Therapeutics, Inc., a Delaware |
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| December 17, 2024 |
Exhibit 99.1 Cyclerion’s sGC Stimulator Portfolio Generates Revenues to Enable Company Growth – Cyclerion Has Renegotiated Praliciguat License Agreement to Obtain Upfront and Near-Term Payments as well as Entered into a License Option Agreement for Olinciguat – CAMBRIDGE, Mass., December 17, 2024 – Cyclerion Therapeutics, Inc. (Nasdaq: CYCN), today announced an update on its progress in catalyzing |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38787 CYCLER |
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| August 7, 2024 |
Regina Graul, Ph.D., Promoted to Chief Executive Officer Exhibit 99.1 Regina Graul, Ph.D., Promoted to Chief Executive Officer CAMBRIDGE, Mass., August 7, 2024 – Cyclerion Therapeutics, Inc. (Nasdaq: CYCN), today announced that Regina Graul, Ph.D., has been promoted to Chief Executive Officer, President, and member of the Board of Directors. Since Dr. Graul joined Cyclerion as President in early December 2023, she has strengthened all aspects of the com |
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| August 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38787 CYCLERION T |
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| August 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2024 (August 7, 2024) CYCLERION THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Massachusetts 001-38787 83-1895370 (State or other jurisdiction of |
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| August 7, 2024 |
Amendment to Original Offer Letter Regina Graul EXHIBIT 10.1 CYCLERION THERAPEUTICS, INC. 25 First Street, 18th Floor Cambridge, Massachusetts 02142 August 5, 2024 Ms. Regina Graul c/o Cyclerion Therapeutics, Inc. 25 First Street, 18th Floor Cambridge, Massachusetts 02142 Re: Amendment to Original Offer Letter Dear Regina: This letter agreement (the “Amendment”) sets for our understanding regarding the modification of certain matters set forth |
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| July 12, 2024 |
CYCN / Cyclerion Therapeutics, Inc. / Artal International S.C.A. - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934* (Amendment No. 4) Cyclerion Therapeutics, Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 23255M105 (CUSIP Number) July 12, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul |
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| June 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2024 (June 14, 2024) CYCLERION THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Massachusetts 001-38787 83-1895370 (State or other jurisdiction of in |
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| May 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38787 CYCLERION |
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| April 29, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rul |
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| April 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Def |
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| April 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 18, 2024 (April 18, 2024) CYCLERION THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Massachusetts 001-38787 83-1895370 (State or other jurisdiction of |
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| March 5, 2024 |
Exhibit 10.10 Cyclerion Therapeutics, Inc. December 21, 2022 Cheryl Gault Re: Amended and Restated Recognition Bonus Agreement Dear Cheryl: This letter agreement (this “Agreement”) between you and Cyclerion Therapeutics, Inc. (the “Company”) amends and restates the prior retention bonus letter agreement, dated October 3, 2022, between you and the Company, with respect to your opportunity to earn a |
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| March 5, 2024 |
Restricted Stock Agreement with Regina Graul dated January 1, 2024. Exhibit 10.25 CYCLERION THERAPEUTICS, INC. 2019 EQUITY INCENTIVE PLAN RESTRICTED STOCK AGREEMENT Name: Regina Graul, Ph.D. Number of Shares of Restricted Stock: 50,000 Date of Grant: January 1, 2024 This agreement (this “Agreement”) evidences the grant of shares of restricted Stock by Cyclerion Therapeutics, Inc. (the “Company”) to the individual named above (the “Participant”), pursuant to and su |
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| March 5, 2024 |
Policy for the Recovery of Erroneously Awarded Compensation adopted November 30, 2023 Exhibit 97.1 CYCLERION THERAPEUTICS, INC. POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION 1. OVERVIEW In accordance with the applicable rules of The Nasdaq Stock Market (the “Nasdaq Rules”), Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Rule 10D-1”), the Board of Directors (the “Board”) of Cyclerion Therapeutics, Inc. (the “Company |
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| March 5, 2024 |
Exhibit 21.1 List of Registrant’s Subsidiaries Cyclerion Securities Corporation, incorporated in Massachusetts, a wholly owned subsidiary. Cyclerion GmbH, incorporated in Switzerland, a wholly owned subsidiary. |
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| March 5, 2024 |
Exhibit 10.9 Cyclerion Therapeutics, Inc. December 21, 2022 Anjeza Gjino Re: Amended and Restated Recognition Bonus Agreement Dear Anjeza: This letter agreement (this “Agreement”) between you and Cyclerion Therapeutics, Inc. (the “Company”) amends and restates the prior retention bonus letter agreement, dated October 3, 2022, between you and the Company, with respect to your opportunity to earn a |
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| March 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38787 CYCLERION THERAPEUTICS, IN |
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| March 5, 2024 |
Restricted Stock Agreement with Peter Hecht dated December 1, 2023. Exhibit 10.24 CYCLERION THERAPEUTICS, INC. 2019 EQUITY INCENTIVE PLAN RESTRICTED STOCK AGREEMENT Name: Peter Hecht Number of Shares of Restricted Stock: 15,000 Date of Grant: December 1, 2023 Vesting Start Date: December 1, 2023 This agreement (this “Agreement”) evidences the grant of shares of restricted Stock by Cyclerion Therapeutics, Inc. (the “Company”) to the individual named above (the “Par |
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| March 5, 2024 |
Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 General The following description of our capital stock is intended as a summary only and is qualified in its entirety by reference to our articles of organization and bylaws, the Annual Report on Form 10-K to which this description is an exhibit, any and all of which may |
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| March 5, 2024 |
Restricted Stock Agreement with Regina Graul dated December 1, 2023. Exhibit 10.23 CYCLERION THERAPEUTICS, INC. 2019 EQUITY INCENTIVE PLAN RESTRICTED STOCK AGREEMENT Name: Regina Graul Number of Shares of Restricted Stock: 50,000 Date of Grant: December 1, 2023 This agreement (this “Agreement”) evidences the grant of shares of restricted Stock by Cyclerion Therapeutics, Inc. (the “Company”) to the individual named above (the “Participant”), pursuant to and subject |
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| March 5, 2024 |
Restricted Stock Agreement with Peter Hecht dated January 1, 2024. Exhibit 10.26 CYCLERION THERAPEUTICS, INC. 2019 EQUITY INCENTIVE PLAN RESTRICTED STOCK AGREEMENT Name: Peter Hecht, Ph.D. Number of Shares of Restricted Stock: 15,000 Date of Grant: January 1, 2024 Vesting Start Date: January 1, 2024 This agreement (this “Agreement”) evidences the grant of shares of restricted Stock by Cyclerion Therapeutics, Inc. (the “Company”) to the individual named above (the |
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| March 5, 2024 |
Offer Letter to Regina Graul dated December 1, 2023 Exhibit 10.21 November 30, 2023 Regina Graul, Ph.D. c/o [email protected] Re: Offer of Employment Dear Regina: On behalf of all my colleagues at Cyclerion, I am pleased to provide you with the terms and conditions of your anticipated employment by Cyclerion Therapeutics, Inc., a Massachusetts corporation (the “Company”). This offer and the terms and conditions of the offer are contingent upon, |
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| March 5, 2024 |
Offer Letter, effective April 1, 2019, by and between Cyclerion Therapeutics, Inc. and Anjeza Gjino Exhibit 10.7 3/11/19 Re: Offer of Transfer to Cyclerion Dear Anjeza: On behalf of all my colleagues at Cyclerion, I am pleased to provide you with the terms and conditions of your anticipated employment by Cyclerion Therapeutics, Inc., a Massachusetts corporation (the "Company"). As you are aware, the Company intends to separate from Ironwood Pharmaceuticals, Inc. This offer is contingent on the c |
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| March 5, 2024 |
Consulting Agreement with Peter Hecht dated December 1, 2023 Exhibit 10.22 CONSULTING AGREEMENT Cyclerion Contract # THIS CONSULTING AGREEMENT (this “Agreement”) made as of December 1, 2023 (the “Effective Date”) is between Cyclerion Therapeutics, Inc., a Massachusetts corporation having an address at 245 First Street, 18th Floor , Cambridge, MA 02142 (“Cyclerion”), and Peter Hecht, Ph.D. (“Consultant”). 1. Consulting Services. Cyclerion retains Consultant |
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| February 14, 2024 |
US23255M2044 / CYCLERION THERAPEUTICS INC / TYNDALL CAPITAL PARTNERS L P Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1)* Under the Securities Exchange Act of 1934 Cyclerion Therapeutics (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 23255M204 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
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| February 9, 2024 |
CYCN / Cyclerion Therapeutics, Inc. / Artal International S.C.A. - SC 13G/A Passive Investment SC 13G/A 1 d676825dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934* (Amendment No. 3) Cyclerion Therapeutics, Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 23255M105 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the ap |
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| January 22, 2024 |
SC 13G/A 1 p24-0104sc13ga.htm CYCLERION THERAPEUTICS, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Cyclerion Therapeutics, Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 23255M204 (CUSIP Number) December 31, 2023 (Date of event which requires filing of this statement) Chec |
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| December 12, 2023 |
245 First Street Riverview II, 18th Floor Cambridge, MA 02142 (857) 327-8778 info@cyclerion. |
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| December 5, 2023 |
CONSULTING AGREEMENT Cyclerion Contract # __________ EX-99.3 2 tm2332174d1ex-3.htm EXHIBIT 3 Exhibit 3 December 1, 2023 CONSULTING AGREEMENT Cyclerion Contract # THIS CONSULTING AGREEMENT (this “Agreement”) made as of December 1, 2023 (the “Effective Date”) is between Cyclerion Therapeutics, Inc., a Massachusetts corporation having an address at 245 First Street, 18th Floor , Cambridge, MA 02142 (“Cyclerion”), and Peter Hecht, having an address at 1 |
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| December 5, 2023 |
US23255M2044 / CYCLERION THERAPEUTICS INC / Hecht Peter M - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 6) Cyclerion Therapeutics, Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 23255M204 (CUSIP Number) Peter M. Hecht 245 First Street, Riverv |
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| December 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 4, 2023 (December 1, 2023) CYCLERION THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Massachusetts 001-38787 83-1895370 (State or other jurisdiction |
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| December 4, 2023 |
Exhibit 99.1 Cyclerion Appoints Regina Graul, Ph.D., as President – Dr. Graul will lead the rebuild of Cyclerion, bringing more than two decades of drug making experience, R&D portfolio leadership, and a deep expertise in company strategy – – Peter Hecht, Ph.D., will continue to work closely with Cyclerion leadership as a strategic consultant and longstanding board member; steps down from CEO role |
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| December 1, 2023 |
Exhibit 99.1 Cyclerion Strengthens Board of Directors with Experienced Company Builder and Cutting-edge Innovator - Dina Katabi, Ph.D.: World leader in healthcare AI applications at MIT; inventor of groundbreaking wireless devices for passive assessment of symptoms, behavior, and treatment responses in neurological and psychiatric disorders - Michael Higgins: Seasoned biopharma executive possessin |
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| December 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 1, 2023 (November 30, 2023) CYCLERION THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Massachusetts 001-38787 83-1895370 (State or other jurisdictio |
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| November 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 24, 2023 (November 19, 2023) CYCLERION THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Massachusetts 001-38787 83-1895370 (State or other jurisdicti |
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| November 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38787 CYCLER |
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| October 23, 2023 |
Separation and Release of Claims Agreement Exhibit 10.1 Separation and Release of Claims Agreement This Separation and Release of Claims Agreement (“Agreement”), dated as of October 17, 2023, is entered into by and between Cyclerion Therapeutics, Inc. and its successors and assigns (the “Employer”) and Anjeza Gjino (the “Employee”) (the Employer and the Employee, each individually a “Party,” and collectively referred to as the “Parties”) W |
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| October 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 17, 2023 CYCLERION THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Massachusetts 001-38787 83-1895370 (State or other jurisdiction of incorporation) |
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| September 5, 2023 |
US23255M2044 / CYCLERION THERAPEUTICS INC / TYNDALL CAPITAL PARTNERS L P Passive Investment SC 13G 1 formsc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Cyclerion Therapeutics (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 23255M204 (CUSIP Number) August 23, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat |
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| July 31, 2023 |
As filed with the Securities and Exchange Commission on July 28, 2023 As filed with the Securities and Exchange Commission on July 28, 2023 Registration Statement No. |
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| July 31, 2023 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Cyclerion Therapeutics, Inc. |
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| July 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38787 CYCLERION T |
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| July 28, 2023 |
Exhibit 10.1 June 26, 2023 Cheryl Gault [Address on file with Cyclerion’s payroll] Dear Cheryl: This letter summarizes the terms of the transition package that Cyclerion Therapeutics, Inc. (“Cyclerion”) is providing to you in connection with your separation from employment. Please read this letter agreement (the “Letter Agreement”), which includes a general release, carefully. If you are willing t |
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| July 19, 2023 |
Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 19, 2023 CYCLERION THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Massachusetts 001-38787 83-1895370 (State or other jurisdiction of incorporation) (Co |
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| July 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 12, 2023 CYCLERION THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Massachusetts 001-38787 83-1895370 (State or other jurisdiction of incorporation) (Co |
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| June 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2023 CYCLERION THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Massachusetts 001-38787 83-1895370 (State or other jurisdiction of incorporation) (Co |
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| June 20, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ D |
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| June 9, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| June 9, 2023 |
EX-FILING FEES 2 ny20009217x1ex107.htm FILING FEES TABLE Exhibit 107 Calculation of Filing Fee Tables SCHEDULE 14A (Form Type) Cyclerion Therapeutics, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Ma |
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| June 1, 2023 |
Cyclerion Regains Compliance with Nasdaq Minimum Bid Price Requirement Exhibit 99.1 Cyclerion Regains Compliance with Nasdaq Minimum Bid Price Requirement CAMBRIDGE, Mass., June 1, 2023 — Cyclerion Therapeutics, Inc. (“Cyclerion” or the “Company”) (Nasdaq: CYCN) today announced that it has received a formal notice from The Nasdaq Stock Market (Nasdaq) stating that Cyclerion has regained compliance with the $1.00 per share minimum bid price requirement pursuant to Nas |
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| June 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2023 CYCLERION THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Massachusetts 001-38787 83-1895370 (State or other jurisdiction of incorporation) (Com |
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| May 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2023 CYCLERION THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Massachusetts 001-38787 83-1895370 (State or other jurisdiction of incorporation) (Com |
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| May 25, 2023 |
Exhibit 3.1 |
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| May 23, 2023 |
US23255M2044 / CYCLERION THERAPEUTICS INC / Hecht Peter M - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 5) Cyclerion Therapeutics, Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 23255M204 (CUSIP Number) Peter M. Hecht c/o Cyclerion Therapeuti |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2023 CYCLERION THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Massachusetts 001-38787 83-1895370 (State or other jurisdiction of incorporation) (Com |
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| May 15, 2023 |
Exhibit 3.1 |
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| May 15, 2023 |
Cyclerion Announces Reverse Stock Split Exhibit 99.1 Cyclerion Announces Reverse Stock Split CAMBRIDGE, Mass., May 15, 2023 (GLOBAL NEWSWIRE) - Cyclerion Therapeutics, Inc. (the “Company”, “Cyclerion Therapeutics”, “Cyclerion”) (Nasdaq: CYCN) announced today that it will effect a reverse stock split of its outstanding shares of common stock at a ratio of 1-for-20, effective as of 5:00 p.m. Eastern Time on May 15, 2023. The reverse stock |
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| May 12, 2023 |
Exhibit 99.1 Cyclerion Announces Definitive Agreement for Zagociguat and CY3018 Certain Cyclerion shareholders and new investors have agreed to invest $81M to launch a new company targeting diseases of mitochondrial dysfunction Cyclerion to receive $8M in cash and 10% equity in the new company in exchange for its zagociguat and CY3018 assets Definitive agreement signing triggers previously announc |
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| May 12, 2023 |
EX-10.1 3 brhc20052804ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT, dated as of [ ], 2023 (the “Agreement”), among JW Celtics Investment Corp., a Delaware corporation (“Buyer Parent”), and [ ], a stockholder (the “Holder”). WITNESSETH: WHEREAS, Cyclerion Therapeutics, Inc., a Massachusetts corporation (the “Company”), Buyer Parent and JW Cycle |
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| May 12, 2023 |
Exhibit 2.1 ASSET PURCHASE AGREEMENT by and among JW CELTICS INVESTMENT CORP., JW CYCLE, INC. and CYCLERION THERAPEUTICS, INC. Dated as of May 11, 2023 ASSET PURCHASE AGREEMENT TABLE OF CONTENTS Page(s) ARTICLE I DEFINITIONS AND INTERPRETATION Section 1.1. General 1 Section 1.2. References; Interpretation 16 ARTICLE II THE ASSETS AND LIABILITIES Section 2.1. Purchase and Sale of the Purchased Asse |
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| May 12, 2023 |
false0001755237NASDAQ00017552372023-05-112023-05-11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2023 CYCLERION THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Massachusetts 001-38787 83-1895370 (State or other jurisdiction of incorporation) (Com |
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| May 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38787 CYCLERION |
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| May 12, 2023 |
CYCN / Cyclerion Therapeutics Inc / Hecht Peter M - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 4) Cyclerion Therapeutics, Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 23255M105 (CUSIP Number) Peter M. Hecht c/o Cyclerion Therapeuti |
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| May 12, 2023 |
Exhibit 99.2 Cyclerion Announces Corporate Updates and Q1 2023 Financial Results Definitive agreement reached with new company (“NewCo”) established by certain Cyclerion shareholders and new investors Cyclerion to receive $8M in cash and 10% equity in NewCo in exchange for its zagociguat and CY3018 assets Definitive agreement signing triggers previously announced $5M equity investment in Cyclerion |
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| April 3, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| April 3, 2023 |
Exhibit 99.1 Cyclerion Therapeutics Enters into Exclusive Negotiation Period and Binding Equity Investment Agreement CAMBRIDGE, Mass., April 3, 2023 — Cyclerion Therapeutics, Inc. (Nasdaq: CYCN) today announced that the Board of Directors of the Company, acting solely by all of its independent and disinterested members (the “Independent Board”), has reviewed a non-binding proposal received on Marc |
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| April 3, 2023 |
CYCN / Cyclerion Therapeutics Inc / Hecht Peter M - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 3) Cyclerion Therapeutics, Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 23255M105 (CUSIP Number) Peter M. Hecht c/o Cyclerion Therapeuti |
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| April 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2023 CYCLERION THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Massachusetts 001-38787 83-1895370 (State or other jurisdiction of incorporation) (C |
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| April 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| April 3, 2023 |
Exhibit 1 STOCK PURCHASE AGREEMENT by and between CYCLERION THERAPEUTICS, INC., and PETER M. HECHT Dated as of March 31, 2023 2 This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of March 31, 2023, is entered into by and between Cyclerion Therapeutics, Inc., a Massachusetts corporation (the “Company”), and Peter M. Hecht (the “Investor”). Certain terms used and not otherwise defined in the |
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| March 22, 2023 |
Cyclerion Reports Corporate Update and Full Year 2022 Financial Results Exhibit 99.1 Cyclerion Reports Corporate Update and Full Year 2022 Financial Results CAMBRIDGE, Mass., March 22, 2023 — Cyclerion Therapeutics, Inc. (Nasdaq: CYCN) today announced corporate updates including advances in its zagociguat (formerly CY6463) mitochondrial disease program. The Company previously reported clinical data in adult patients with MELAS* that indicate that zagociguat may have p |
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| March 22, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 22, 2023 CYCLERION THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Massachusetts 001-38787 83-1895370 (State or other jurisdiction of incorporation) (C |
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| March 22, 2023 |
Exhibit 10.10 Cyclerion Therapeutics, Inc. December 21, 2022 Cheryl Gault Re: Amended and Restated Recognition Bonus Agreement Dear Cheryl: This letter agreement (this “Agreement”) between you and Cyclerion Therapeutics, Inc. (the “Company”) amends and restates the prior retention bonus letter agreement, dated October 3, 2022, between you and the Company, with respect to your opportunity to earn a |
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| March 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38787 CYCLERION THERAPEUTICS, IN |
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| March 22, 2023 |
Exhibit 21.1 List of Registrant’s Subsidiaries Cyclerion Securities Corporation, incorporated in Massachusetts, a wholly owned subsidiary. Cyclerion GmbH, incorporated in Switzerland, a wholly owned subsidiary. |
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| March 22, 2023 |
Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 General The following description of our capital stock is intended as a summary only and is qualified in its entirety by reference to our articles of organization and bylaws, the Annual Report on Form 10-K to which this description is an exhibit, any and all of which may |
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| March 22, 2023 |
Exhibit 10.9 Cyclerion Therapeutics, Inc. December 21, 2022 Anjeza Gjino Re: Amended and Restated Recognition Bonus Agreement Dear Anjeza: This letter agreement (this “Agreement”) between you and Cyclerion Therapeutics, Inc. (the “Company”) amends and restates the prior retention bonus letter agreement, dated October 3, 2022, between you and the Company, with respect to your opportunity to earn a |
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| March 22, 2023 |
Offer Letter, effective April 1, 2019, by and between Cyclerion Therapeutics, Inc. and Anjeza Gjino EX-10 3 cycn-ex107.htm EX-10.7 Exhibit 10.7 3/11/19 Re: Offer of Transfer to Cyclerion Dear Anjeza: On behalf of all my colleagues at Cyclerion, I am pleased to provide you with the terms and conditions of your anticipated employment by Cyclerion Therapeutics, Inc., a Massachusetts corporation (the "Company"). As you are aware, the Company intends to separate from Ironwood Pharmaceuticals, Inc. Th |
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| March 22, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| January 13, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Cyclerion Therapeutics, Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 23255M105 (CUSIP Number) ** (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to which this Schedule 1 |
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| November 29, 2022 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 29, 2022 CYCLERION THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Massachusetts 001-38787 83-1895370 (State or other jurisdiction of incorporation) |
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| November 22, 2022 |
Cyclerion Concludes Unsolicited Proposal Is Not in The Best Interest of The Company Exhibit 99.1 Cyclerion Concludes Unsolicited Proposal Is Not in The Best Interest of The Company CAMBRIDGE, Mass., Nov. 22, 2022 ? Cyclerion Therapeutics, Inc. (Nasdaq: CYCN) today announced that the Board of Directors of the Company acting solely by all of its independent and disinterested members (the ?Independent Board?) has reviewed the non-binding and unsolicited proposal received on November |
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| November 22, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 22, 2022 CYCLERION THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Massachusetts 001-38787 83-1895370 (State or other jurisdiction of incorporation) |
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| November 21, 2022 |
CYCN / Cyclerion Therapeutics Inc / Hecht Peter M - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 2) Cyclerion Therapeutics, Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 23255M105 (CUSIP Number) Peter M. Hecht c/o Cyclerion Therapeuti |
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| November 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38787 CYCLER |
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| October 21, 2022 |
Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of the Schedule 13D (including any amendments thereto) with respect to the shares of common stock, no par value, of Cyclerion Therapeutics, Inc. This Joint Filing Agreement shall be filed as a |
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| October 21, 2022 |
CYCN / Cyclerion Therapeutics Inc / Slate Path Capital LP Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. )1 Cyclerion Therapeutics, Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 23255M105 (CUSIP Number) James P. Feeney Slate P |
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| October 6, 2022 |
Exhibit 99.1 Cyclerion Announces Mitochondrial Disease-Focused Corporate Strategy Recent positive MELAS clinical study data drive urgency to deliver potential first-ever therapy for patients with rare, genetic mitochondrial diseases Development programs prioritized and organization structured to align with mitochondrial disease-focused strategy Plans to meet with FDA in Q4 2022 to discuss MELAS de |
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| October 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 6, 2022 CYCLERION THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Massachusetts 001-38787 83-1895370 (State or other jurisdiction of incorporation) ( |
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| September 30, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2022 CYCLERION THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Massachusetts 001-38787 83-1895370 (State or other jurisdiction of incorporation |
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| August 10, 2022 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Cyclerion Therapeutics, Inc. |
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| August 10, 2022 |
As filed with the Securities and Exchange Commission on August 10, 2022 As filed with the Securities and Exchange Commission on August 10, 2022 Registration Statement No. |
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| August 9, 2022 |
Exhibit 99.1 Cyclerion Announces CY6463 Clinical Pipeline Progress and Second Quarter 2022 Financial Results Positive topline results for CY6463 announced in two clinical studies in patients with Mitochondrial Encephalomyopathy, Lactic Acidosis and Stroke-like episodes (MELAS) and Cognitive Impairment Associated with Schizophrenia (CIAS) Study in Alzheimer?s Disease with vascular pathology (ADv) e |
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| August 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38787 CYCLERION T |
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| August 9, 2022 |
Exhibit 10.1 Exhibit 10.1 CYCLERION THERAPEUTICS, INC. EXECUTIVE SEVERANCE PLAN (As Amended and Restated as of April 19, 2022) Cyclerion Therapeutics, Inc. has adopted this Executive Severance Plan for the benefit of certain senior executive employees of the Company and its subsidiaries, on the terms and conditions hereinafter stated. All capitalized terms used herein are defined in Section 1 here |
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| August 9, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2022 CYCLERION THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Massachusetts 001-38787 83-1895370 (State or other jurisdiction of incorporation) (C |
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| July 28, 2022 |
Exhibit 99.1 Cyclerion Therapeutics Announces Positive Topline Clinical Data for CY6463 in Patients with Cognitive Impairment Associated with Schizophrenia (CIAS) Study data demonstrate positive effects of CY6463 on cognition and inflammation after two weeks of dosing in patients with stable schizophrenia on standard of care Oral, once-daily CY6463 was well tolerated, with no reports of serious ad |
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| July 28, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2022 CYCLERION THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Massachusetts 001-38787 83-1895370 (State or other jurisdiction of incorporation) (Co |
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| July 28, 2022 |
Clinical Data Update from Study of CY6463 in CIAS Thursday, July 28, 2022 8:00 am EDT Exhibit 99. |
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| July 26, 2022 |
Exhibit 99.1 Steven E. Hyman, M.D., Appointed to Cyclerion Therapeutics? Board of Directors Renowned neuroscience leader to further long-term clinical research strategy and external collaborations CAMBRIDGE, Mass., July 26, 2022 (GLOBE NEWSWIRE) - Cyclerion Therapeutics, Inc. (Nasdaq: CYCN), a clinical-stage biopharmaceutical company on a mission to develop treatments that restore cognitive functi |
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| July 26, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 26, 2022 CYCLERION THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Massachusetts 001-38787 83-1895370 (State or other jurisdiction of incorporation) (Co |
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| June 15, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 15, 2022 CYCLERION THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Massachusetts 001-38787 83-1895370 (State or other jurisdiction of incorporation) (Co |
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| June 10, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2022 CYCLERION THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Massachusetts 001-38787 83-1895370 (State or other jurisdiction of incorporation) (Co |
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| June 10, 2022 |
Thinking differently about cognition CORPORATE Presentation June 2022 Exhibit 99.2 Safe harbor statement This presentation is for informational purposes only and is not an offer to sell nor a solicitation of an offer to buy any securities of Cyclerion Therapeutics, Inc. (the ?Company?). This presentation includes or may include certain information obtained from trade and statistical services or so |
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| June 10, 2022 |
Exhibit 99.1 Cyclerion Therapeutics Announces Positive Topline Clinical Data for CY6463 in MELAS Patients at UMDF Mitochondrial Medicine 2022 Symposium Data from an eight-patient, open-label study demonstrate improvements across multiple biomarkers of mitochondrial function, inflammation, cerebral blood flow, and functional connectivity CY6463 was well tolerated, with no reports of serious adverse |
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| June 3, 2022 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2022 CYCLERION THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Massachusetts 001-38787 83-1895370 (State or other jurisdiction of incorporation) (Com |
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| May 4, 2022 |
Employment Agreement, effective April 29, 2019, by and between Cyclerion GmbH and Andreas Busch Exhibit 10.2 Employment Agreement between Cyclerion GmbH (in formation) [hereinafter: Company] and Andreas Busch [hereinafter: Employee] The Company and the Employee are also referred to as "Party" or "Parties". 1. Beginning of Employment The employment relationship ("Employment") of the Employee starts on April 29, 2019, or as soon as reasonably practicable thereafter (the "Commencement Date"). 2 |
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| May 4, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2022 CYCLERION THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Massachusetts 001-38787 83-1895370 (State or other jurisdiction of incorporation) (Comm |
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| May 4, 2022 |
Exhibit 10.6 Amended and Restated Non-Employee Director Compensation Policy Compensation Policy CYCLERION THERAPEUTICS, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY (Amended and Restated as of December 17, 2021) The purpose of this Non-Employee Director Compensation Policy (this ?Policy?) of Cyclerion Therapeutics, Inc. (the ?Company?) is to set forth the total compensation payable to non-employ |
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| May 4, 2022 |
Exhibit 10.1 3/11/19 Re: Offer of Transfer to Cyclerion Dear Cheryl: On behalf of all my colleagues at Cyclerion, I am pleased to provide you with the terms and conditions of your anticipated employment by Cyclerion Therapeutics, Inc., a Massachusetts corporation (the "Company"). As you are aware, the Company intends to separate from Ironwood Pharmaceuticals, Inc. This offer is contingent on the c |
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| May 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38787 CYCLERION |
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| May 4, 2022 |
Cyclerion Announces CY6463 Clinical Pipeline Progress and First Quarter 2022 Financial Results Exhibit 99.1 Cyclerion Announces CY6463 Clinical Pipeline Progress and First Quarter 2022 Financial Results Characterizing the novel neuropharmacology of CY6463?s NO-sGC-cGMP signal modulation in an integrated clinical strategy currently involving three ongoing, exploratory, biomarker-rich, signal seeking studies: ? Mitochondrial Encephalomyopathy, Lactic Acidosis, and Stroke-like episodes (MELAS) |
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| April 26, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ?? Check the appropriate box: ?? ? ? Preliminary Proxy Statement ?? ? ? Confidential, for Use of the Commission Only (as permitted |
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| April 26, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| February 24, 2022 |
Exhibit 4.1 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 General The following description of our capital stock is intended as a summary only and is qualified in its entirety by reference to our articles of organization and bylaws, the Annual Report on Form 10-K to which this description is an exhibit, any and all of which may |
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| February 24, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2022 CYCLERION THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Massachusetts 001-38787 83-1895370 (State or other jurisdiction of incorporation) |
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| February 24, 2022 |
Exhibit 99.1 Cyclerion Announces CY6463 Clinical Pipeline and Corporate Updates Phase 2a study in Mitochondrial Encephalomyopathy, Lactic Acidosis, and Stroke-like episodes (MELAS) enrollment closed; topline data expected in Q2 2022 Phase 1b study in Cognitive Impairment Associated with Schizophrenia (CIAS) enrollment ongoing; topline data expected in H2 2022 Phase 2a study in Alzheimer?s Disease |
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| February 24, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38787 CYCLERION THERAPEUTICS, IN |
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| February 24, 2022 |
Exhibit 21.1 List of Registrant?s Subsidiaries Cyclerion Securities Corporation, incorporated in Massachusetts, a wholly owned subsidiary. Cyclerion GmbH, incorporated in Switzerland, a wholly owned subsidiary. |
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| February 11, 2022 |
CYCN / Cyclerion Therapeutics Inc / Slate Path Capital LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 11, 2022 |
CYCN / Cyclerion Therapeutics Inc / Artal International S.C.A. - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934* (Amendment No. 2) Cyclerion Therapeutics, Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 23255M105 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the |
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| February 9, 2022 |
CYCN / Cyclerion Therapeutics Inc / MFN Partners, LP - SC 13G/A Passive Investment SC 13G/A 1 d286138dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Cyclerion Therapeutics, Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 23255M105 (CUSIP Number) December 31, 2021 Date of Event Which Requires Filing of this Statement Check the appr |
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| November 9, 2021 |
Exhibit 99.1 Cyclerion Therapeutics Reports Third Quarter 2021 Financial Results and Corporate Update First patients enrolled in study in Cognitive Impairment Associated with Schizophrenia (CIAS) Patient screening underway in study in Alzheimer?s disease with vascular pathology (ADv) Enrollment ongoing in study in Mitochondrial Encephalomyopathy, Lactic Acidosis, and Stroke-like episodes (MELAS); |
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| November 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38787 CYCLER |
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| November 9, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2021 CYCLERION THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Massachusetts 001-38787 83-1895370 (State or other jurisdiction of incorporation) |
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| October 28, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported):October 27, 2021 CYCLERION THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Massachusetts 001-38787 83-1895370 (State or other jurisdiction of incorporation) ( |
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| September 30, 2021 |
Exhibit 99.1 On a mission to develop treatments that restore cognitive function CORPORATE PRESENTATION Safe harbor statement This document contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.Our forward-looking statements are based on current beliefs and expectations of o |
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| September 30, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2021 CYCLERION THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Massachusetts 001-38787 83-1895370 (State or other jurisdiction of incorporation |
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| August 27, 2021 |
August 27, 2021 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| August 27, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number |
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| August 27, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0 |
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| August 27, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-K/A (Amendment No. 1) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-K/A (Amendment No. 1) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38787 CYCLER |
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| August 19, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 18, 2021 CYCLERION THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Massachusetts 001-38787 83-1895370 (State or other jurisdiction of incorporation) ( |
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| July 30, 2021 |
As filed with the Securities and Exchange Commission on July 30, 2021 As filed with the Securities and Exchange Commission on July 30, 2021 Registration Statement No. |
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| July 29, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38787 CYCLERION T |
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| July 29, 2021 |
Exhibit 99.1 Cyclerion Therapeutics Reports Second Quarter 2021 Financial Results and Corporate Update Continuing to progress clinical development of CY6463, a first-in-class, CNS-penetrant soluble guanylate cyclase (sGC) stimulator for the treatment of neurological diseases associated with cognitive impairment Advancing CY3018, a differentiated, next-generation, CNS-penetrant sGC stimulator, in I |
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| July 29, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2021 CYCLERION THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Massachusetts 001-38787 83-1895370 (State or other jurisdiction of incorporation) (Co |
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| July 29, 2021 |
Exhibit 10.2 Certain information has been excluded from this agreement (indicated by ?[***]?) because such information is both not material and the type that the registrant treats as private or confidential. CONFIDENTIAL LICENSE AGREEMENT This License Agreement (this ?Agreement?) is made effective as of June 3, 2021 (the ?Effective Date?) by and between Cyclerion Therapeutics, Inc., a Massachusett |
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| June 25, 2021 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 24, 2021 CYCLERION THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Massachusetts 001-38787 83-1895370 (State or other jurisdiction of incorporation) (Co |
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| June 24, 2021 |
5,735,988 Shares of Common Stock TABLE OF CONTENTS Filed pursuant to Rule 424(b)(4) Registration No. 333-257145 PROSPECTUS ? 5,735,988 Shares of Common Stock This prospectus relates to the offer and sale from time to time by the selling stockholders identified in the section entitled ?Selling Stockholders? of up to an aggregate of 5,735,988 shares of our common stock. The shares of common stock described in this prospectus or in |
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| June 23, 2021 |
As filed with the Securities and Exchange Commission on June 23, 2021 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 23, 2021 Registration No. |
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| June 21, 2021 |
CYCELRION THERAPEUTICS, INC. 245 First Street, 18th Floor Cambridge, MA 02142 June 21, 2021 CYCELRION THERAPEUTICS, INC. 245 First Street, 18th Floor Cambridge, MA 02142 June 21, 2021 By EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Chris Edwards Re: Cyclerion Therapeutics, Inc. (the ?Company?) Registration Statement on Form S-3 File No. 333-257145 Ladies and Gentlemen: Pursuant to Rule 461 under the Securiti |
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| June 16, 2021 |
As filed with the Securities and Exchange Commission on June 16, 2021 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 16, 2021 Registration No. |
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| June 16, 2021 |
Exhibit 10.1 CONFIDENTIAL EXECUTION VERSION COMMON STOCK PURCHASE AGREEMENT by and between CYCLERION THERAPEUTICS, INC., and THE INVESTORS NAMED HEREIN Dated as of June 3, 2021 This COMMON STOCK PURCHASE AGREEMENT (this ?Agreement?), dated as of June 3, 2021, is entered into by and between Cyclerion Therapeutics, Inc., a Massachusetts corporation (the ?Company?), and the Persons named on the signa |
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| June 7, 2021 |
CYCN / Cyclerion Therapeutics Inc / Hecht Peter M - SC 13DA Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Cyclerion Therapeutics, Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 23255M105 (CUSIP Number) Peter M. Hecht c/o Cyclerion Therapeutics, Inc. 245 First Street, 18th Floor Cambridge, MA 02142 (857) 327-8778 Copies to: Gary J. Simon Hu |
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| June 4, 2021 |
Exhibit 99.1 Cyclerion Therapeutics Announces Global Licensing Agreement with Akebia Therapeutics for Praliciguat Cyclerion eligible to receive up to $585 million in potential future development and commercial milestone payments, and tiered sales-based royalties Praliciguat out-licensing further enables Cyclerion?s strategic focus on CNS, including first-in-class CNS-penetrant sGC stimulators CY64 |
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| June 4, 2021 |
Exhibit 99.2 Cyclerion Therapeutics Announces $18 Million Private Placement Proceeds to fund ongoing clinical development of CY6463 and advancement of next generation CY3018 program CAMBRIDGE, Mass., June 4, 2021 - Cyclerion Therapeutics, Inc. (Nasdaq: CYCN), a clinical-stage biopharmaceutical company on a mission to develop treatments that restore cognitive function, today announced a direct priv |
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| June 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2021 CYCLERION THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Massachusetts 001-38787 83-1895370 (State or other jurisdiction of incorporation) (Com |
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| May 14, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Cyclerion Therapeutics, Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 23255M105 (CUSIP Number) Peter M. Hecht c/o Cyclerion Therapeutics, Inc. 245 First Street, 18th Floor Cambridge, MA 02142 (857) 327-8778 Copies to: Gary J. Simon Hug |
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| May 14, 2021 |
Exhibit 1 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Sokol Malollari, Anjeza Gjino and Gary J. |
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| May 4, 2021 |
Termination of a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2021 CYCLERION THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Massachusetts 001-38787 83-1895370 (State or other jurisdiction of incorporation) (C |
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| May 4, 2021 |
EX-10.1 2 brhc10024036ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 LEASE TERMINATION AGREEMENT THIS LEASE TERMINATION AGREEMENT (this “Agreement”) is entered into as of this 30th day of April, 2021 (“Execution Date”), by and between BMR-ROGERS STREET LLC, a Delaware limited liability company (“Landlord”), and CYCLERION THERAPEUTICS, INC., a Massachusetts corporation (“Tenant”). RECITALS A. WHEREAS, Landlo |
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| April 30, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38787 CYCLERION |
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| April 28, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 28, 2021 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.?? ) Filed by the Registrant ? Filed by a Party other than the Registrant ?? Check the appropriate box: ?? ? ? Preliminary Proxy Statement ?? ? ? Confidential, for Use of the Commission Only (as permitt |
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| April 27, 2021 |
Exhibit 99.2 ON A MISSION TO DEVELOP TREATMENTS THAT RESTORE COGNITIVE FUNCTIONCORPORATE PRESENTATION APRIL 2021 Safe harbor statement 2 ? 2021 Cyclerion Therapeutics, Inc This document contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.Our forward-looking statements are |
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| April 27, 2021 |
EX-99.1 2 brhc10023647ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Cyclerion Therapeutics Hosted Webinar to Discuss Pipeline Progress Provided updates on development strategy and execution for CY6463, a first-in-class, CNS-penetrant sGC stimulator, including IND clearance from FDA in ADv and ongoing MELAS program Introduced new CY6463 clinical program in CIAS with key insights from neuropsychiatric key op |
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| April 27, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2021 CYCLERION THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Massachusetts 001-38787 83-1895370 (State or other jurisdiction of incorporation) (C |
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| April 26, 2021 |
EX-99.1 2 brhc10023576ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Cyclerion Therapeutics Appoints Errol De Souza, Ph.D., to Board of Directors Senior CNS expert and biotech business leader to inform strategy and future clinical development CAMBRIDGE, Mass., April 26, 2021 (GLOBE NEWSWIRE) - Cyclerion Therapeutics, Inc. (Nasdaq: CYCN), a clinical-stage biopharmaceutical company on a mission to develop tre |
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| April 26, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 21, 2021 CYCLERION THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Massachusetts 001-38787 83-1895370 (State or other jurisdiction of incorporation) (C |
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| March 19, 2021 |
Cyclerion Therapeutics Announces Departure of Chief Medical Officer Exhibit 99.1 Cyclerion Therapeutics Announces Departure of Chief Medical Officer CAMBRIDGE, Mass., March. 18, 2021 (GLOBE NEWSWIRE) - Cyclerion Therapeutics, Inc. (Nasdaq: CYCN), a clinical-stage biopharmaceutical company on a mission to develop treatments that restore cognitive function, today announced that Christopher Wright, M.D., Ph.D., Chief Medical Officer, has resigned his position with th |
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| March 19, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 18, 2021 CYCLERION THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Massachusetts 001-38787 83-1895370 (State or other jurisdiction of incorporation) |
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| March 18, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 18, 2021 CYCLERION THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Massachusetts 001-38787 83-1895370 (State or other jurisdiction of incorporation) (C |
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| March 18, 2021 |
Cyclerion Therapeutics Announces Departure of Chief Medical Officer EX-99.1 2 brhc10021961ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Cyclerion Therapeutics Announces Departure of Chief Medical Officer CAMBRIDGE, Mass., March. 18, 2021 (GLOBE NEWSWIRE) - Cyclerion Therapeutics, Inc. (Nasdaq: CYCN), a clinical-stage biopharmaceutical company on a mission to develop treatments that restore cognitive function, today announced that Christopher Wright, M.D., Ph.D., Chief Medi |
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| February 25, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38787 CYCLERION THERAPEUTICS, IN |
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| February 25, 2021 |
Exhibit 4.1 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 General The following description of our capital stock is intended as a summary only and is qualified in its entirety by reference to our articles of organization and bylaws, the Annual Report on Form 10-K to which this description is an exhibit, any and all of which may |
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| February 25, 2021 |
Exhibit 21.1 List of Registrant?s Subsidiaries Cyclerion Securities Corporation, incorporated in Massachusetts, a wholly owned subsidiary. Cyclerion GmbH, incorporated in Switzerland, a wholly owned subsidiary. |
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| February 16, 2021 |
SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934* (Amendment No. 1) Cyclerion Therapeutics, Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 23255M105 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the |
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| February 16, 2021 |
EX-99.1 2 d137750dex991.htm EXHIBIT 1 EXHIBIT 1 JOINT FILING AGREEMENT The undersigned agree that the statement on Schedule 13G with respect to the common stock, no par value, of Cyclerion Therapeutics, Inc., dated as of February 12, 2021, is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of them pursuant to and in accordance with the provisions of |
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| February 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* CYCLERION THERAPEUTICS, INC. (Name of Issuer) Common Stock, no par value per share (Title of Class of Securities) 23255M 105 (CUSIP Number) Cyclerion Therapeutics, Inc. 201 Binney Street Cambridge, MA 02142 (Name, Address and Telephone Number of Person Au |
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| February 5, 2021 |
SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Cyclerion Therapeutics Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 23255M105 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
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| January 13, 2021 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2021 CYCLERION THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Massachusetts 001-38787 83-1895370 (State or other jurisdiction of incorporati |
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| January 13, 2021 |
EX-99.1 2 d103795dex991.htm EX-99.1 January 2021 On a mission to develop treatments that restore cognitive function Exhibit 99.1 This document contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Our forward-looking statements are based on current beliefs and expectations |
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| December 21, 2020 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2020 CYCLERION THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Massachusetts 001-38787 83-1895370 (State or other jurisdiction of incorporat |
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| November 5, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38787 CYCLER |
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| October 14, 2020 |
Financial Statements and Exhibits, Other Events - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 14, 2020 CYCLERION THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Massachusetts 001-38787 83-1895370 (State or other jurisdiction of incorporation) |
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| October 14, 2020 |
Delivering impact in CNS diseases INVESTOR CALL - OCTOBER 14, 2020 Exhibit 99.3 Delivering impact in CNS diseases INVESTOR CALL - OCTOBER 14, 2020 Safe Harbor Statement This presentation contains forward - looking statements. Any statements contained in this presentation that are not historical fac ts may be deemed to be forward looking statements. Words such as “anticipate,” “believe,” “potential,” “expect,” “may,” “will,” “should ,” “could,” “plan,” “estimate,” |
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| October 14, 2020 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Cyclerion Announces Positive Data from IW-6463 CNS Translational Pharmacology Study in Healthy Elderly Subjects Showed significant improvements in neurophysiological and objective performance measures associated with age-related cognitive decline and neurodegenerative diseases Confirmed blood-brain-barrier penetration, desired CNS exposure levels, target engageme |
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| October 14, 2020 |
Exhibit 99.2 FOR IMMEDIATE RELEASE Cyclerion Announces Phase 2 STRONG-SCD Study Results in Patients with Sickle Cell Disease Study results do not support further internal development CAMBRIDGE, Mass., October 14, 2020 — Cyclerion Therapeutics, Inc. (Nasdaq: CYCN), a clinical-stage biopharmaceutical company, today announced top-line results from its STRONG-SCD study of olinciguat, an investigationa |
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| October 1, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 1, 2020 CYCLERION THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Massachusetts 001-38787 83-1895370 (State or other jurisdiction of incorporation) ( |
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| September 22, 2020 |
As filed with the Securities and Exchange Commission on September 21, 2020 Registration Statement No. |
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| September 3, 2020 |
EX-10.1 3 tm2029952d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 OPEN MARKET SALE AGREEMENTSM September 3, 2020 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Cyclerion Therapeutics, Inc., a Massachusetts corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/o |
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| September 3, 2020 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 3, 2020 CYCLERION THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Massachusetts 001-38787 83-1895370 (State or other jurisdiction of incorporation) |
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| September 3, 2020 |
Up to $50,000,000 Common Stock TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-240095 PROSPECTUS SUPPLEMENT (To Prospectus dated July 31, 2020) Up to $50,000,000 Common Stock We have entered into an Open Market Sale AgreementSM (the “sales agreement”), with Jefferies LLC (“Jefferies”) relating to shares of our common stock offered by this prospectus supplement. In accordance with the terms of the sales |
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| August 17, 2020 |
6,062,500 Shares of Common Stock TABLE OF CONTENTS Filed pursuant to Rule 424(b)(4) Registration No. 333-242334 PROSPECTUS 6,062,500 Shares of Common Stock This prospectus relates to the offer and sale from time to time by the selling stockholders identified in the section entitled “Selling Stockholders” of up to an aggregate of 6,062,500 shares of our common stock. The shares of common stock described in this prospectus or in |
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| August 12, 2020 |
CYCELRION THERAPEUTICS, INC. 301 Binney Street Cambridge, MA 02142 August 12, 2020 By EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Margaret Schwartz Re: Cyclerion Therapeutics, Inc. (the “Company”) Registration Statement on Form S-3 File No. 333-242334 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Ac |
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| August 10, 2020 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Cyclerion Therapeutics, Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 23255M105 (CUSIP Number) July 31, 2020 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to which this |
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| August 7, 2020 |
TABLE OF CONTENTS As filed with the Securities and Exchange Commission on August 7, 2020 Registration No. |
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| August 3, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2020 CYCLERION THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Massachusetts 001-38787 83-1895370 (State or other jurisdiction of incorporation) (C |
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| August 3, 2020 |
Exhibit 10.1 CONFIDENTIAL EXECUTION VERSION COMMON STOCK PURCHASE AGREEMENT by and between CYCLERION THERAPEUTICS, INC., and THE INVESTORS NAMED HEREIN Dated as of July 29, 2020 This COMMON STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of July 29, 2020, is entered into by and between Cyclerion Therapeutics, Inc., a Massachusetts corporation (the “Company”), and the Persons named on the sig |
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| August 3, 2020 |
Cyclerion Therapeutics Reports Second Quarter 2020 Financial Results and Recent Corporate Highlights Exhibit 99.1 Cyclerion Therapeutics Reports Second Quarter 2020 Financial Results and Recent Corporate Highlights August 3, 2020 - IW-6463 and olinciguat top line clinical study results remain on track for late summer and late Q3 2020, respectively - - Completed $24 million equity private placement to accelerate clinical development of IW-6463 for the CNS diseases MELAS (Mitochondrial Encephalomyo |
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| August 3, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38787 CYCLERION T |
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| July 30, 2020 |
TABLE OF CONTENTS As filed with the Securities and Exchange Commission on July 30, 2020 Registration No. |
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| July 30, 2020 |
CYCELRION THERAPEUTICS, INC. 301 Binney Street Cambridge, MA 02142 July 30, 2020 By EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Jason Drory Re: Cyclerion Therapeutics, Inc. (the “Company”) Registration Statement on Form S-3 File No. 333-240095 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 193 |
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| July 24, 2020 |
Exhibit 4.1 Cyclerion Therapeutics, Inc., Issuer AND Trustee INDENTURE Dated as of , 202 TABLE OF CONTENTS* CROSS-REFERENCE TABLE* Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 7.9 310(b) 7.8 310(c) Inapplicable 311(a) 7.13 311(b) 7.13 311(c) Inapplicable 312(a) 5.01, 5.02(a) 312(b) 5.2(c) 312(c) 5.2(c) 313(a) 5.4(a) 313(b) 5.4(b) 313(c) 5.4(b) 313(d) 5.4(c) 314(a) |
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| July 24, 2020 |
Power of Attorney (included in the signature page to this registration statement). TABLE OF CONTENTS As filed with the Securities and Exchange Commission on July 24, 2020 Registration No. |
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| July 9, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 9, 2020 CYCLERION THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Massachusetts 001-38787 83-1895370 (State or other jurisdiction of incorporation) (Com |
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| July 9, 2020 |
Delivering impact in CNS diseases Investor webinar July 9, 2020 V7 Exhibit 99.2 Delivering impact in CNS diseases Investor webinar July 9, 2020 V7 Safe Harbor Statement This presentation contains forward - looking statements. Any statements contained in this presentation that are not historical fac ts may be deemed to be forward looking statements. Words such as “anticipate,” “believe,” “potential,” “expect,” “may,” “will,” “should,” “could,” “plan,” “estimate,” |
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| July 9, 2020 |
Delivering impact in CNS diseases Investor webinar July 9, 2020 Exhibit 99.1 Delivering impact in CNS diseases Investor webinar July 9, 2020 Safe Harbor Statement This presentation contains forward - looking statements. Any statements contained in this presentation that are not historical fac ts may be deemed to be forward looking statements. Words such as “anticipate,” “believe,” “potential,” “expect,” “may,” “will,” “should,” “could,” “plan,” “estimate,” “ta |
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| June 18, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2020 CYCLERION THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Massachusetts 001-38787 83-1895370 (State or other jurisdiction of incorporation) (Co |
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| June 18, 2020 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Cyclerion to Host Webcast Investor Event on July 9, 2020 – CNS therapies investor event to precede clinical study results – – IW-6463 translational pharmacology study subject dosing complete; topline data expected late summer 2020 – CAMBRIDGE, Mass., JUNE 18, 2020 — Cyclerion Therapeutics, Inc. (Nasdaq: CYCN), a clinical-stage biopharmaceutical company developing |
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| May 4, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38787 CYCLERION |
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| April 23, 2020 |
our definitive proxy statement on Schedule 14A filed with the SEC on April 23, 2020. TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rul |
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| April 23, 2020 |
our definitive proxy statement on Schedule 14A filed with the SEC on April 23, 2020. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 14, 2020 |
Exhibit 99.2 FOR IMMEDIATE RELEASE Cyclerion Updates Corporate Progress – Closed enrollment for olinciguat Phase 2 STRONG SCD study for sickle cell disease; topline data readout expected Q3 2020– – Closed enrollment for IW-6463 translational pharmacology clinical study; topline data readout expected mid-year 2020 – – Company continues discussions to out-license praliciguat – CAMBRIDGE, Mass., Apri |
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| April 14, 2020 |
Creating breakthrough treatments for patients with serious and orphan diseases by harnessing the power of soluble guanylate cyclase ( sGC ) April 10, 2020 Exhibit 99. |
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| April 14, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 10, 2020 CYCLERION THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Massachusetts 001-38787 83-1895370 (State or other jurisdiction of incorporation) (C |
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| March 12, 2020 |
Exhibit 21.1 List of Registrant’s Subsidiaries Cyclerion Securities Corporation, incorporated in Massachusetts, a wholly owned subsidiary. Cyclerion GmbH, incorporated in Switzerland, a wholly owned subsidiary. |
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| March 12, 2020 |
CYCN / Cyclerion Therapeutics, Inc. 10-K - Annual Report - FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38787 CYCLERION THERAPEUTICS, IN |
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| March 12, 2020 |
Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 General The following description of our capital stock is intended as a summary only and is qualified in its entirety by reference to our articles of organization and bylaws, the Annual Report on Form 10-K to which this description is an exhibit, any and all of which may |
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| March 5, 2020 |
Exhibit 10.1 FIRST AMENDMENT TO AND PARTIAL TERMINATION OF LEASE AGREEMENT THIS FIRST AMENDMENT TO AND PARTIAL TERMINATION OF LEASE AGREEMENT (this “Amendment”) is entered into as of this 28th day of February, 2020 (“Execution Date”) by and between BMR-ROGERS STREET LLC, a Delaware limited liability company (“Landlord”) and CYCLERION THERAPEUTICS, INC., a Massachusetts corporation (“Tenant”). RECI |
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| March 5, 2020 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2020 CYCLERION THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Massachusetts 001-38787 83-1895370 (State or other jurisdiction of incorporation) |
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| February 14, 2020 |
CYCN / Cyclerion Therapeutics, Inc. / American Endowment Foundation - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Cyclerion Therapeutics Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 23255M105 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to |
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| February 14, 2020 |
EXHIBIT 1 JOINT FILING AGREEMENT This Joint Filing Agreement dated Febryary 14, 2020 is by and between Camber Capital Management LP, a Delaware limited partnership, and Stephen DuBois, an individual (the foregoing are collectively referred to herein as the "Filers"). |
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| February 14, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Cyclerion Therapeutics, Inc (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 23255M105 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu |
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| February 13, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* CYCLERION THERAPEUTICS, INC. (Name of Issuer) Common Shares, no par value per share (Title of Class of Securities) 23255M105 (CUSIP Number) Cyclerion Therapeutics, Inc., 301 Binney Street, Cambridge, MA 02142 (Name, Address and Telephone Number of Person |
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| February 3, 2020 |
CYCN / Cyclerion Therapeutics, Inc. / Artal International S.c.a. - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934* (Amendment No. ) Cyclerion Therapeutics, Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 23255M105 (CUSIP Number) January 24, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul |
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| February 3, 2020 |
EX-99.1 2 d881089dex991.htm EX-1 EXHIBIT 1 JOINT FILING AGREEMENT The undersigned agree that the statement on Schedule 13G with respect to the common stock, no par value, of Cyclerion Therapeutics, Inc., dated as of February 3, 2020, is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of them pursuant to and in accordance with the provisions of Rule 1 |
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| January 13, 2020 |
J.P. Morgan Healthcare Conference January 13, 2020 Peter Hecht, CEO Exhibit 99.2 J.P. Morgan Healthcare Conference January 13, 2020 Peter Hecht, CEO Safe Harbor Statement This presentation contains forward-looking statements. Any statements contained in this presentation that are not historical facts may be deemed to be forward looking statements. Words such as “anticipate,” “believe,” “potential,” “expect,” “may,” “will,” “should,” “could,” “plan,” “estimate,” “t |
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| January 13, 2020 |
Exhibit 99.1 Cyclerion announces IW-6463 phase 1 healthy volunteer study results that support further development for neurodegenerative diseases – Results in 110 subjects demonstrate favorable safety, CNS pharmacokinetics, and evidence of target engagement – – Study underway in elderly subjects to further assess cerebral blood flow and additional translational measures of CNS target engagement; to |
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| January 13, 2020 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): JANUARY 13, 2020 CYCLERION THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Massachusetts 001-38787 83-1895370 (State or other jurisdiction (Commission (IRS E |
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| December 27, 2019 |
CYCN / Cyclerion Therapeutics, Inc. / EcoR1 Capital, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) Cyclerion Therapeutics, Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 23255M105 (CUSIP Number) December 17, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu |
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| November 12, 2019 |
CYCN / Cyclerion Therapeutics, Inc. 10-Q - Quarterly Report - 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe |
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| October 30, 2019 |
Exhibit 99.2 FOR IMMEDIATE RELEASE Cyclerion Therapeutics Announces Topline Phase 2 Results for sGC Stimulator Praliciguat in Heart Failure with Preserved Ejection Fraction (HFpEF) — Study in HFpEF patients did not meet primary endpoint; company discontinuing development of praliciguat in HFpEF — — Conference call to be held at 8:30 a.m. ET today — CAMBRIDGE, Mass., October 30, 2019 — Cyclerion Th |
