08/27/2026 | Press release | Distributed by Public on 08/27/2026 04:07
Item 5.07 Submission of Matters to a Vote of Security Holders
In connection with the Merger, Cyclerion held an annual meeting of Cyclerion shareholders on August 26, 2026 (the "Shareholder Meeting"), at which the Company's shareholders voted on the proposals set forth below relating to the Merger Agreement. The proposals are described in detail in the Company's definitive proxy statement/prospectus filed on Form S-4 with the Securities and Exchange Commission (the "SEC"), most recently amended on July 22, 2026 and declared effective on July 24, 2026 (as amended, the "Proxy Statement") and first mailed to the Company's shareholders on July 24, 2026. The final voting results regarding each proposal are set forth below. There were 4,681,351 shares of the Company's common stock outstanding and entitled to vote on July 17, 2026, the record date for the Shareholder Meeting, and 3,896,779 shares of the Company's common stock were represented in person or by proxy at the Shareholder Meeting, which number constituted a quorum.
Proposal No. 1: To approve (i) the issuance of shares of Cyclerion common stock (including the shares of Cyclerion common stock issuable upon conversion of Cyclerion Series B Preferred Stock), which will represent more than 20% of the shares of Cyclerion common stock outstanding immediately prior to the First Merger, to stockholders of Korsana, pursuant to the terms of the Merger Agreement, a copy of which is attached as Annex A, including the amendments thereto, to the Proxy Statement, and (ii) the change of control of Cyclerion resulting from the First Merger, pursuant to Nasdaq Listing Rules 5635(a) and 5635(b), respectively (the "Nasdaq Stock Issuance Proposal").
This proposal was approved by the requisite vote of the Company's shareholders.
|
For |
Against |
Abstain |
Broker Non-Votes |
|||
|
3,392,645 |
3,730 | 1,459 | 498,945 |
Proposal No. 2: To approve articles of amendment to the restated articles of organization of the Company, as amended (the "Cyclerion Articles"), to increase the number of shares of Cyclerion common stock that the Company is authorized to issue from 400,000,000 to 700,000,000, in the form attached as Annex H to the Proxy Statement (the "Authorized Share Increase Proposal").
This proposal was approved by the requisite vote of the Company's shareholders.
|
For |
Against |
Abstain |
Broker Non-Votes |
|||
|
3,874,047 |
20,968 | 1,764 | 0 |
Proposal No. 3: To approve an amendment to the Cyclerion Articles to effect a reverse stock split of the Company's issued and outstanding common stock at a ratio in the range of one new share for every two shares and one new share for every ten shares (or any number in between), in the form attached as Annex I to the Proxy Statement, with the final ratio and effectiveness of such amendment and the abandonment of such amendment to be mutually agreed by the Cyclerion board of directors (the "Cyclerion Board") and the Korsana board of directors prior to the First Effective Time or, if the Nasdaq Stock Issuance Proposal is not approved by Cyclerion shareholders, determined solely by the Cyclerion Board (the "Reverse Stock Split Proposal").
This proposal was approved by the requisite vote of the Company's shareholders.
|
For |
Against |
Abstain |
Broker Non-Votes |
|||
|
3,877,744 |
18,003 | 1,032 | 0 |
Proposal No. 4: To approve (A) the redomestication of the Company from the Commonwealth of Massachusetts to the Cayman Islands by domestication and (B)(i) the redomestication of the Company from the Commonwealth of Massachusetts to the Cayman Islands by way of continuation and (ii) as a special resolution for the purposes of Cayman Islands law, the memorandum and articles of association of the Combined Company (the "Cayman Articles"), substantially in the form attached as Annex K to the Proxy Statement (the "Redomestication Proposal").
This proposal was not approved by the requisite vote of the Company's shareholders.
|
For |
Against |
Abstain |
Broker Non-Votes |
|||
|
2,099,051 |
1,296,575 | 2,208 | 498,945 |
Proposal No. 5: To elect six nominees to the Cyclerion Board and to hold office until the Company's annual meeting of shareholders in 2027, and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation or removal, provided that if the Merger is consummated, the composition of the Cyclerion Board will be reconstituted upon completion of the Merger, in accordance with the Merger Agreement.
Dr. De Souza, Dr. Graul, Dr. Hecht, Mr. Higgins, Dr. Hyman and Dr. Katabi were elected by the requisite vote of the Company's shareholders.
|
Nominee |
For |
Against |
Abstain |
Broker Non-Votes |
||||
|
Errol De Souza, Ph.D. |
3,391,250 | 5,203 | 1,381 | 498,945 | ||||
|
Regina Graul Ph.D. |
3,391,523 | 4,887 | 1,424 | 498,945 | ||||
|
Peter Hecht, Ph.D. |
3,386,395 | 10,043 | 1,396 | 498,945 | ||||
|
Michael Higgins |
3,392,548 | 3,840 | 1,446 | 498,945 | ||||
|
Steven Hyman, M.D |
3,391,949 | 4,405 | 1,480 | 498,945 | ||||
|
Dina Katabi, Ph.D. |
3,391,459 | 4,934 | 1,441 | 498,945 |
Proposal No. 6: To ratify the appointment of Ernst & Young LLP as Cyclerion's independent registered public accounting firm for fiscal year ending December 31, 2026.
This proposal was approved by the requisite vote of the Company's shareholders.
|
For |
Against |
Abstain |
Broker Non-Votes |
|||
|
3,888,868 |
7,685 | 226 | 0 |
Proposal No. 7: To approve the Korsana Biosciences, Inc. 2026 Stock Incentive Plan.
This proposal was approved by the requisite vote of the Company's shareholders.
|
For |
Against |
Abstain |
Broker Non-Votes |
|||
|
2,097,374 |
1,298,498 | 1,962 | 498,945 |
Proposal No. 8: To approve the Korsana Biosciences, Inc. 2026 Employee Stock Purchase Plan.
This proposal was approved by the requisite vote of the Company's shareholders.
|
For |
Against |
Abstain |
Broker Non-Votes |
|||
|
3,073,739 |
322,041 | 2,054 | 498,945 |
Proposal No. 9: To approve, on an advisory basis, certain compensation arrangements for the Company's named executive officers that are based on or otherwise relate to the Merger.
This proposal was approved by the requisite vote of the Company's shareholders.
|
For |
Against |
Abstain |
Broker Non-Votes |
|||
|
3,316,341 |
7,799 | 73,694 | 498,945 |
Proposal No. 10: To approve, on an advisory basis, the compensation of the Company's named executive officers.
This proposal was approved by the requisite vote of the Company's shareholders.
|
For |
Against |
Abstain |
Broker Non-Votes |
|||
|
3,299,838 |
24,420 | 73,576 | 498,945 |
As there were sufficient votes to approve Proposal No. 1, Proposal No. 2, and Proposal No. 3 at the time of the Shareholder Meeting, Proposal No. 11 was not presented to shareholders.
Item 8.01 Other Events.
At the Shareholder Meeting on August 26, 2026, Cyclerion's shareholders approved the Reverse Stock Split Proposal. Following this approval, the Cyclerion Board approved the reverse stock split of Cyclerion's issued and outstanding common stock at a final ratio, agreed to by Korsana, of 1-for-7 shares of Cyclerion common stock (the "Reverse Stock Split").
Prior to the closing of the Merger, Cyclerion will file articles of amendment to the Cyclerion Articles with the Secretary of the Commonwealth of Massachusetts to effect the Reverse Stock Split. Upon the effectiveness of such amendment (the "Reverse Stock Split Effective Time"), each 7 shares of Cyclerion common stock outstanding immediately prior to the Reverse Stock Split Effective Time will be combined and reclassified, automatically and without any action on the part of Cyclerion or its shareholders, into one new share of Cyclerion common stock. No fractional shares of common stock will be issued as a result of the Reverse Stock Split. Shareholders of record who otherwise would be entitled to receive fractional shares because they hold a number of pre-split shares not evenly divisible by the number of pre-split shares for which each post-split share is to be reclassified, will be entitled to a cash payment in lieu thereof at a price equal to the fraction of a share to which the shareholder would otherwise be entitled multiplied by the closing price of the Company's common stock on Nasdaq on the date of the filing of the amendment to the Cyclerion Articles effecting the Reverse Stock Split.
The Reverse Stock Split is expected to reduce the number of Cyclerion outstanding common stock from approximately 4.7 million shares to approximately 0.7 million shares of common stock. The number of shares of Cyclerion authorized common stock will not be affected by the Reverse Stock Split. At the Shareholder Meeting, Cyclerion's shareholders approved an increase in the number of shares of Cyclerion authorized common stock from 400,000,000 to 700,000,000 shares in connection with closing of the Merger. Cyclerion common stock has no par value per share, and the Reverse Stock Split will not change that.
In addition, effective as of the Reverse Stock Split Effective Time and as a result of the Reverse Stock Split, proportionate adjustments will be made to the per share exercise price and the number of shares issuable upon the exercise, vesting or settlement of all outstanding options to purchase shares of Cyclerion common stock, and the number of shares reserved for issuance pursuant to Cyclerion's existing equity incentive and employee stock purchase plans will be reduced proportionately based on the Reverse Stock Split.
Following the Reverse Stock Split Effective Time and consummation of the Merger, the Combined Company's common stock is expected to commence trading on a split-adjusted, post-Merger basis on Nasdaq under the name "Korsana Biosciences, Inc." and ticker symbol "KRSA" at the open of trading on September 9, 2026, at which time the common stock will be represented by a new CUSIP number (23255M303) and ISIN Number (US23255M3034).
At the Shareholder Meeting, Cyclerion's shareholders did not approve the Redomestication Proposal. As a result, the Cayman redomestication described in the Proxy Statement will not be effected and the Combined Company will remain a Massachusetts corporation following the Merger. Approval of the Redomestication Proposal is not a condition to the closing of the Merger.