Cyclerion to merge with Korsana in reverse merger; $380M PIPE; CVRs for legacy assets

Cyclerion Therapeutics, Inc.

Merger: pre-Merger Korsana stockholders own ~1.5% of combined co (pre-PIPE); Cyclerion shareholders ~98.5%.
$380M PIPE into Korsana led by institutional investors concurrent with merger.
Pre-merger Cyclerion shareholders get CVRs for future proceeds from Akebia license, Tisento stock, and other legacy assets.
Combined co board of 6 all Korsana designees; CEO to be Korsana's president and CEO.
Merger expected to close Q3 2026; subject to Cyclerion shareholder vote, HSR, Nasdaq approval.

item 1.01 item 5.01 item 5.02 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Cyclerion Therapeutics, Inc. entered into Agreement and Plan of Merger and Reorganization with Korsana Biosciences, Inc. (effective 2026-04-01).

Action: entry
Agreement: merger
Counterparty: Korsana Biosciences, Inc.
Effective: 2026-04-01

Exact text from the filing

On April 1, 2026, Cyclerion Therapeutics, Inc., a Massachusetts corporation (“ Cyclerion ”), Cariboos Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of Cyclerion (“ First Merger Sub ”), Cariboos Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of Cyclerion (“ Second Merger Sub ” and, together with First Merger Sub, “ Merger Sub ”), and Korsana Biosciences, Inc., a Delaware corporation (“ Korsana ”), entered into an Agreement and Plan of Merger and Reorganization (the “ Merger Agreement ”)

View on SEC.gov

Browse all material agreements →

Cyclerion Therapeutics, Inc. filing history →

Source: SEC EDGAR

accession 0001193125-26-137909

view filing index on sec.gov

view primary document

Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.