Cyclerion Therapeutics Inc.
04/30/2026 | Press release | Distributed by Public on 04/30/2026 06:34
Amendment to Annual Report (Form 10-K/A)
This Amendment No. 1 on Form 10-K/A (the "Amendment") amends the Annual Report on Form 10-K (the " Original Form 10-K") of Cyclerion Therapeutics, Inc (the "Company") for the fiscal year ended December 31, 2025 (the "2025 Fiscal Year"), as filed with the Securities and Exchange Commission (the "SEC") on March 30, 2026. We are filing this Amendment to amend Part III of the Original Form 10-K to include the information required by and not included in Part III of the Original Form 10-K because we do not intend to file an annual meeting definitive proxy statement within 120 days of December 31, 2025.
Accordingly, this Amendment is being filed solely to:
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amend and restate Part III, Items 10, 11, 12, 13, and 14 of the Original Form 10-K to include the information required by such Items;
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delete the reference on the cover of the Original Form 10-K to the incorporation by reference of portions of our proxy statement into Part III of the Original Form 10-K; and
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file new certifications of our principal executive officer and principal financial officer as exhibits to this Amendment under Item 15 of Part IV hereof, pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended ("Exchange Act"). Because no financial statements are contained within this Amendment, we are not including certifications pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.
This Amendment does not otherwise change or update any of the disclosures set forth in the Original Form 10-K and does not otherwise reflect any events occurring after the filing of the Original Form 10-K. Accordingly, the Amendment should be read in conjunction with the Original Form 10-K and the Company's filings made with the SEC subsequent to the filing of the Original Form 10-K. Capitalized terms used herein and not otherwise defined are defined as set forth in the Original Form 10-K.
As used in this report, unless otherwise stated or the context otherwise requires, the terms "Company" as well as the words "we," "our," "ours" and "us," refer collectively to Cyclerion Therapeutics, Inc. and its consolidated subsidiary.
Proposed Merger with Korsana Biosciences, Inc.
As previously reported, on April 1, 2026, following a review of strategic alternatives, the Company announced it had entered into an agreement and plan of merger and reorganization (the "Merger Agreement" and such transaction, the "Merger") with 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, and Korsana Biosciences, Inc. ("Korsana"), a Delaware corporation. The Merger is anticipated to close in the third quarter of 2026, subject to certain closing conditions, including, among other things, approval by the shareholders of Cyclerion and the stockholders of Korsana.
Additional information about the Merger Agreement was previously disclosed by the Company on a Current Report on Form 8-K filed with the SEC on April 1, 2026, and in a registration statement on Form S-4 filed with the SEC on April 20, 2026.
Cyclerion Therapeutics Inc. published this content on April 30, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on April 30, 2026 at 12:34 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]