---
schema_version: "secwatch.filing_event.v1"
accession: "0001140361-23-035245"
form_type: "8-K"
ticker: "CYCN"
cik: "0001755237"
company_name: "Cyclerion Therapeutics, Inc."
filed_at: "2023-07-19T23:59:59+00:00"
generated_at: "2026-06-13T06:28:57.690399+00:00"
event_type: "other_material"
sentiment: "positive"
materiality_score: 0.75
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Cyclerion shareholders approve sale of zagociguat/CY3018 assets and CEO stock issuance

## Summary
- Shareholders approved Asset Sale Proposal (95% for) to sell zagociguat (CY6463) and CY3018 programs per May 11 APA.
- Shareholders also approved Nasdaq Proposal (96% for) allowing conversion of Series A Preferred held by CEO Peter Hecht into common stock.
- Quorum of ~63% (1,515,929 shares) achieved; adjournment proposal not presented due to sufficient votes.
- Vote results enable closing of asset sale to JW Celtics Investment Corp. and JW Cycle Inc.

## SEC filing metadata
- accession: 0001140361-23-035245
- form_type: 8-K
- ticker: CYCN
- cik: 0001755237
- company_name: Cyclerion Therapeutics, Inc.
- filed_at: 2023-07-19T23:59:59+00:00
- event_type: other_material
- sentiment: positive
- materiality_score: 0.75
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1755237/000114036123035245/0001140361-23-035245-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1755237/000114036123035245/brhc20056035_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001140361-23-035245
- JSON: https://secwatch.observer/filing/0001140361-23-035245.json
- Plain text: https://secwatch.observer/filing/0001140361-23-035245.txt

## Key facts
- Shareholder Votes
  Cyclerion Therapeutics, Inc. shareholders approved Approval of issuance of shares of Common Stock upon conversion of Series A Convertible Preferred Stock to comply with Nasdaq Listing Rules (Nasdaq Proposal) at the 2023-07-19 meeting.
  - Outcome: passed
  - Meeting: 2023-07-19
  source text: Proposal 2: The Nasdaq Proposal A proposal to approve, for purposes of complying with the Nasdaq Listing Rules, the issuance of shares of Common Stock upon potential conversion of the shares of Cyclerion Preferred Stock issued to Dr. Hecht pursuant to the terms of the Stock Purchase Agreement, to the extent that following such conversion Dr. Hecht would hold 20% or more of the outstanding shares of Common Stock, as further described in the Proxy Statement. The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s shareholders: For Against Abstentions Broker Non-Votes 1,449,712 65,191 1,026 0
  evidence_url: https://www.sec.gov/Archives/edgar/data/1755237/000114036123035245/0001140361-23-035245-index.htm
- Shareholder Votes
  Cyclerion Therapeutics, Inc. shareholders approved Approval and adoption of the Asset Purchase Agreement and the transactions contemplated thereby (Asset Sale Proposal) at the 2023-07-19 meeting.
  - Outcome: passed
  - Meeting: 2023-07-19
  source text: Proposal 1: The Asset Sale Proposal A proposal to approve and adopt the Asset Purchase Agreement and the transactions contemplated thereby, as further described in the Proxy Statement . The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s shareholders: For Against Abstentions Broker Non-Votes 1,440,138 74,742 1,049 0
  evidence_url: https://www.sec.gov/Archives/edgar/data/1755237/000114036123035245/0001140361-23-035245-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.