{"url_path":"/sec/cycn/8-k/2026-09-11/cover-page","section_key":"cover-page","section_title":"Cover Page","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-09-11","source_url":"https://www.sec.gov/Archives/edgar/data/1755237/0001193125-26-389318-index.html","accession_number":"0001193125-26-389318","cik":"0001755237","ticker":"CYCN","issuer_name":"Korsana Biosciences, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1755237/0001193125-26-389318-index.html","primary_entity_key":"0001755237","primary_entity_name":"Korsana Biosciences, Inc."},"word_count":3618,"has_tables":true,"body_markdown":"8-K\n\nNASDAQ false --12-31 0001755237 0001755237 2026-09-08 2026-09-08 0001755237 dei:FormerAddressMember 2026-09-08 2026-09-08\n\n \n\n \n\nUNITED STATES\n\nSECURITIES AND EXCHANGE COMMISSION\n\nWashington, D.C. 20549\n\n \n\n \n\nFORM 8-K\n\n \n\n \n\nCURRENT REPORT\n\nPursuant to Section 13 OR 15(d)\n\nof The Securities Exchange Act of 1934\n\nDate of Report (Date of earliest event reported): September 8, 2026\n\n \n\n \n\nKorsana Biosciences, Inc.\n\n(Exact name of Registrant as specified in its charter)\n\n \n\n \n\n \n\nMassachusetts\n \n001-38787\n \n83-1895370\n\n(State or other jurisdiction\nof incorporation)\n \n\n(Commission\n\nFile Number)\n\n \n(IRS Employer\nIdentification No.)\n\n \n\n203 Crescent Street, Bldgs. #3/3A/4, Suite 503,\n\nWaltham, MA\n\n \n02453\n\n(Address of principal executive offices)\n \n(Zip Code)\n\nRegistrant’s telephone number, including area code: (781) 516-2325\n\nCyclerion Therapeutics, Inc.\n\n245 First Street, 18th Floor\n\nCambridge, MA 02142\n\n(Former name or former address, if changed since last report)\n\n \n\n \n\nCheck the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:\n\n \n\n☐\n\nWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)\n\n \n\n☐\n\nSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)\n\n \n\n☐\n\nPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))\n\n \n\n☐\n\nPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))\n\nSecurities registered pursuant to Section 12(b) of the Act:\n\n \n\nTitle of each class\n\n \n\nTrading\nSymbol(s)\n\n \n\nName of each exchange\non which registered\n\nCommon Stock, no par value per share\n \nKRSA\n \nThe Nasdaq Capital Market\n\nIndicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).\n\nEmerging growth company ☐\n\nIf an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐\n\n \n\n \n\n \n\nINTRODUCTORY NOTE\n\nOn September 8, 2026 (the “Closing Date”), Korsana Biosciences, Inc., a Massachusetts corporation (formerly known as Cyclerion Therapeutics, Inc.) (prior to the Closing Date, unless context otherwise requires, “Cyclerion” and, after the Closing Date, the “Company”), consummated the previously announced business combination (the “Closing”) pursuant to that certain Agreement and Plan of Merger and Reorganization, dated as of April 1, 2026, which agreement was subsequently amended on April 17, 2026 (as amended, the “Merger Agreement”), by and among Cyclerion, Cariboos Merger Sub Corp., a Delaware corporation and 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 Korsana Biosciences, Inc., a private Delaware corporation (prior to the Closing Date, unless context otherwise requires, “Korsana”).\n\nFollowing the Reverse Stock Split (as defined below), which occurred immediately prior to the Closing of the Merger (as defined below), and as a result of and upon the effective time of the First Merger (as defined below) (the “First Effective Time”), (i) each then-outstanding share of common stock, par value $0.0001 per share, of Korsana (the “Korsana common stock”) and each then-outstanding share of Series A Preferred Stock, par value $0.0001 per share, of Korsana (the “Korsana Series A preferred stock”) (including shares of Korsana common stock issued in the Korsana Pre-Closing Financing (as defined below) and excluding shares canceled pursuant to the Merger Agreement and excluding dissenting shares) automatically converted solely into the right to receive a number of shares of common stock, no par value per share, of Cyclerion (the “Company common stock,” and prior to the effective time of the Merger, the “Cyclerion common stock”) equal to the Exchange Ratio (as defined below); provided, that to the extent the shares of Company common stock otherwise issuable to any holder would exceed such holder’s beneficial ownership limitation (initially set at a percentage of up to 9.99% of the outstanding Company common stock) (the “Beneficial Ownership Limitation”), such holder received, in lieu of the excess shares, pre-funded warrants to purchase an equal number of shares of Company common stock (the “Merger Pre-Funded Warrants”); (ii) each then-outstanding share of Series Seed Preferred Stock, par value $0.0001 per share, of Korsana (the “Korsana Series Seed preferred stock”) (excluding shares of Korsana Series Seed preferred stock canceled pursuant to the Merger Agreement and dissenting shares) automatically converted into the right to receive a number of shares of Series B Non-Voting Convertible Preferred Stock, no par value per share, of Cyclerion (which are each convertible into 1,000 shares of Company common stock) (the “Company Series B Preferred Stock,” and prior to the effective time of the Merger, the “Cyclerion Series B Preferred Stock”), equal to the Exchange Ratio divided by 1,000; (iii) each then-outstanding option (a “Korsana Option”) to purchase Korsana common stock was assumed by Cyclerion; (iv) each then-outstanding Korsana restricted stock unit was assumed by Cyclerion; (v) each then-outstanding warrant to purchase shares of Korsana common stock, including each pre-funded warrant issued in the Korsana Pre-Closing Financing, was converted into a warrant to purchase shares of Company common stock (each such warrant issued in respect of a Korsana pre-funded warrant, an “Assumed Pre-Funded Warrant,” and together with the Merger Pre-Funded Warrants, the “Company pre-funded warrants”).\n\nEach share of Cyclerion common stock and Cyclerion Series A Convertible Preferred Stock, no par value per share (the “Company Series A Preferred Stock”) that was issued and outstanding at the First Effective Time remained issued and outstanding and such shares, subject to the Reverse Stock Split, were unaffected by the Merger. Prior to the First Effective Time, Cyclerion’s board of directors accelerated the vesting of all options to purchase shares of Cyclerion common stock (“Cyclerion Options”) and all restricted stock awards (“Cyclerion RSAs”). Each outstanding Cyclerion Option with an exercise price per share equal to or less than the volume weighted average closing trading price of a share of Cyclerion common stock on The Nasdaq Stock Market LLC (“Nasdaq”) for the five consecutive trading days ending three trading days prior to the Calculation Date (as defined in the Merger Agreement), as reported by Bloomberg L.P. (the “Cyclerion Closing Price” and such Cyclerion Options, “In-the-Money Cyclerion Options”), was cancelled at the First Effective Time and each holder thereof received an amount in cash, without interest, less any applicable tax withholding, equal to the product obtained by multiplying the excess of the Cyclerion Closing Price over the exercise price per share of the Cyclerion common stock underlying such Cyclerion Option by the number of shares of the Cyclerion common stock underlying such Cyclerion Option (“Cyclerion Stock Option Cash Consideration”). Each Cyclerion Option with an exercise price greater than the Cyclerion Closing Price (an “Out-of-the-Money Cyclerion Option”) was cancelled for no consideration.\n\nNo fractional shares of Company common stock were issued in connection with the Merger, and no certificates or scrip for any such fractional shares were issued. Any fractional shares of Company common stock resulting from the\n\nconversion of shares of Korsana common stock (including shares of Korsana common stock issued in the Korsana Pre-Closing Financing) were issued as follows: (i) one share of Company common stock if the aggregate amount of fractional shares of Company common stock of any individual holder of Korsana capital stock upon conversion was equal to or exceeded 0.50 or (ii) no shares of Company common stock if the aggregate amount of fractional shares of Company common stock of any individual holder of Korsana capital stock upon conversion was less than 0.50, with no cash being paid for any fractional share eliminated by such rounding. Any fractional shares of Company Series B Preferred Stock that a holder of Korsana Series Seed preferred stock would otherwise have been entitled to receive were aggregated with all fractional shares of Company Series B Preferred Stock issuable to such holder and rounded up to the nearest whole share of Company Series B Preferred Stock.\n\nThe Exchange Ratio was calculated using a formula intended to allocate existing Cyclerion and Korsana security holders a percentage of the Company. Based on Cyclerion’s and Korsana’s values as of the date of the Merger Agreement and capitalization as of September 8, 2026, the Exchange Ratio (as adjusted for the Reverse Stock Split) was 0.2074 shares of Cyclerion common stock for each share of Korsana common stock.\n\nAfter giving effect to the Korsana Pre-Closing Financing, immediately following the completion of the Merger, Cyclerion securityholders owned approximately 1.17% of the capital stock of the Company post-Merger on a fully diluted basis, and Korsana securityholders, including shares of Korsana common stock and Korsana pre-funded warrants purchased in the Korsana Pre-Closing Financing, owned approximately 98.83% of the capital stock of the Company post-Merger.\n\nOn September 8, 2026, First Merger Sub merged with and into Korsana, with Korsana continuing as a wholly owned subsidiary of Cyclerion and the surviving corporation of the merger (the “First Merger”), and Korsana merged with and into Second Merger Sub, with Second Merger Sub being the surviving entity of the merger (the “Second Merger,” and together with the First Merger, the “Merger”). After the completion of the Merger, Second Merger Sub changed its corporate name to “Korsana Biosciences Operating Company, LLC” and Cyclerion changed its name to “Korsana Biosciences, Inc.” (the “Company Name Change”). The Merger is intended to qualify for federal income tax purposes as a tax-free reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”).\n\nThe material provisions of the Merger Agreement are described in Cyclerion’s definitive proxy statement/prospectus filed on Form S-4 with the U.S. Securities and Exchange Commission (the “SEC”), which registration statement was most recently amended on July 22, 2026 and declared effective on July 24, 2026 (the “Proxy Statement/Prospectus”), in the section entitled “The Merger Agreement” beginning on page 168 and are incorporated herein by reference.\n\nThe foregoing description of the Merger Agreement is not complete and is subject to and qualified in its entirety by reference to the complete text of the Merger Agreement, copies of which are attached hereto as Exhibits 2.1 and 2.2 and incorporated herein by reference.\n\nMerger Pre-Funded Warrants\n\nThe Merger Pre-Funded Warrants have an exercise price per share equal to $0.0001 (as adjusted from time to time as provided in the form of Merger Pre-Funded Warrant) and may be exercised at any time and from time to time on or after the original issue date. The Merger Pre-Funded Warrants do not expire. The exercise price may be paid in cash or, at the election of the holder, on a cashless basis. The Merger Pre-Funded Warrants are transferable, in whole or in part, subject to compliance with applicable securities laws. Holders of Merger Pre-Funded Warrants are not entitled to vote, receive dividends or exercise any other rights as a stockholder of the Company with respect to the underlying shares of Company common stock prior to exercise.\n\nA holder may not exercise any portion of a Merger Pre-Funded Warrant to the extent that, immediately prior to or after giving effect to such exercise, the holder, together with its attribution parties, would beneficially own shares of Company common stock in excess of the Beneficial Ownership Limitation applicable to such holder, which was initially set at either 4.99% or 9.99% of the shares of Company common stock outstanding immediately following such exercise. A holder may, upon written notice to the Company, increase or decrease the Beneficial Ownership Limitation applicable to its Merger Pre-Funded Warrants to any other percentage not in excess of 19.99%, provided that any increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company.\n\nThe foregoing description of the Merger Pre-Funded Warrants is not complete and is subject to and qualified in its entirety by reference to the complete text of the Form of Merger Pre-Funded Warrant, a copy of which is attached hereto as Exhibit 4.2 and is incorporated herein by reference.\n\nSupport and Lock-Up Agreements\n\nConcurrently with the execution of the Merger Agreement, (a) certain Korsana stockholders (solely in their respective capacities as Korsana stockholders) holding approximately 43.9% of the outstanding shares of Korsana capital stock entered into support agreements with Cyclerion and Korsana to vote all of their shares of Korsana capital stock in favor of the adoption and approval of the Merger Agreement and the transactions contemplated thereby and against any alternative acquisition proposals (the “Korsana Support Agreements”) and (b) then-current and certain former directors and officers of Cyclerion holding approximately 24.2% of the outstanding shares of Cyclerion common stock as of June 30, 2026 entered into support agreements with Cyclerion and Korsana to vote all of their shares of Cyclerion common stock in favor of Proposal Nos. 1-4 of the Proxy Statement/Prospectus and against any alternative acquisition proposals (the “Cyclerion Support Agreements,” and together with the Korsana Support Agreements, the “Support Agreements”).\n\nCertain of Korsana’s executive officers, directors and stockholders entered into lock-up agreements (the “Lock-Up Agreements”), pursuant to which such parties have agreed not to, except in limited circumstances, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of Company common stock or any securities convertible into or exercisable or exchangeable for Company common stock, currently or thereafter owned, including shares of Company common stock issuable upon conversion of Company Series B Preferred Stock issued in exchange for shares of Korsana Series Seed preferred stock in the Merger, but excluding, as applicable, shares purchased by existing Korsana shareholders in the Korsana Pre-Closing Financing (including any shares of Company common stock issuable upon exercise of pre-funded warrants issued in exchange for pre-funded warrants to purchase shares of Korsana common stock sold in the Korsana Pre-Closing Financing), until 180 days after the First Effective Time.\n\nDescriptions of the Support Agreements and the Lock-Up Agreements are included in the Proxy Statement/Prospectus in the sections entitled “Agreements Related to the Merger—Support Agreements” and “Agreements Related to the Merger—Lock-Up Agreements” beginning on page 188 and are incorporated herein by reference.\n\nThe foregoing descriptions of the Support Agreements and the Lock-Up Agreements are not complete and are subject to and qualified in their entirety by reference to the complete texts of the Form of Korsana Support Agreement, the Form of Cyclerion Support Agreement and the Form of Lock-Up Agreement, copies of which are attached hereto as Exhibits 10.1, 10.2 and 10.3, respectively, and are incorporated herein by reference.\n\nFinancing Transaction\n\nIn connection with the Merger, Korsana entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain institutional and accredited investors (the “Financing Investors”), pursuant to which such investors purchased, immediately prior to the First Merger, 140,516,748 shares of Korsana common stock and 20,171,986 Korsana pre-funded warrants (the “PIPE Securities”), for gross proceeds of approximately $380.0 million (the “Korsana Pre-Closing Financing”). Under the Securities Purchase Agreement, the number of shares of Korsana common stock or Korsana pre-funded warrants, as applicable, was determined at a purchase price per share or warrant equal to (i) a valuation for Korsana equal to $268.4 million, divided by (ii) the number of fully diluted shares of Korsana common stock outstanding immediately prior to the First Effective Time (including the securities being issued under the Securities Purchase Agreement).\n\nThe Korsana pre-funded warrants have an exercise price per share equal to $0.0001 (as adjusted from time to time as provided in the form of pre-funded warrant) and may be exercised at any time and from time to time after the\n\noriginal issue date. The Korsana pre-funded warrants do not expire. A holder may not exercise any portion of a Korsana pre-funded warrant to the extent that, immediately prior to or after giving effect to such exercise, the holder, together with its attribution parties, would beneficially own shares of common stock in excess of 14.99% of the shares of common stock outstanding immediately following such exercise. A holder may, upon written notice to the Company, increase or decrease such percentage to any other percentage not in excess of 19.99%, provided that any increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company.\n\nThe shares of Korsana common stock and Korsana pre-funded warrants that were issued in the Korsana Pre-Closing Financing were or have the right to be, respectively, converted into shares of Company common stock in the Merger.\n\nThe Securities Purchase Agreement contains customary representations and warranties of Korsana and also contains customary representations and warranties of the purchaser parties thereto.\n\nA description of the Securities Purchase Agreement is included in the Proxy Statement/Prospectus in the section entitled “Agreements Related to the Merger—Securities Purchase Agreement” beginning on page 188 and is incorporated herein by reference.\n\nThe foregoing descriptions of the Securities Purchase Agreement and Form of Korsana Pre-Funded Warrant are not complete and are subject to and qualified in their entirety by reference to the complete texts of the Form of Securities Purchase Agreement and Form of Korsana Pre-Funded Warrant, respectively, copies of which are attached hereto as Exhibits 10.4 and 4.1, respectively, and are incorporated herein by reference.\n\nContingent Value Rights Agreement\n\nOn September 8, 2026, the Company entered into a contingent value rights agreement (the “CVR Agreement”) with Broadridge Corporate Issuer Solutions, LLC, a Pennsylvania limited liability company (“Rights Agent”), pursuant to which the Company’s pre-Merger holders of Cyclerion common stock and Company Series A Preferred Stock are to receive one non-transferable contingent value right (each, a “CVR”) for each outstanding share of Cyclerion common stock or Company Series A Preferred Stock held by such holder as of the record time. The record time for the distribution of CVRs was immediately prior to the First Effective Time on September 8, 2026, and the Rights Agent will effect the distribution of the CVRs, less any applicable tax withholding, by mailing to each such holder a statement of holding reflecting such CVRs.\n\nPursuant to the CVR Agreement, each CVR holder is entitled to certain rights to receive a pro rata portion of 100% of the net proceeds, if any, received by the Company as a result of the sale, transfer, license or other disposition of the Company’s pre-Merger legacy assets, which consist of (i) the equity interests of Tisento Therapeutics Holdings Inc. (“Tisento”) owned by the Company and (ii) the Company’s right, title and interest in and to that certain License Agreement, dated June 3, 2021, between Cyclerion and Akebia Therapeutics, Inc. (the “Akebia License Agreement”). Net proceeds are calculated as the gross cash consideration actually received by the Company in consideration for such a disposition, less permitted deductions, which include indemnity obligations, transaction costs, taxes and certain other liabilities and expenses specified in the CVR Agreement, together with $75,000 of expenses deductible following the earlier of the sale of the Tisento equity interests after Tisento’s initial public offering and a sale of Tisento.\n\nA disposition of the legacy assets must generally occur during the period beginning on the Closing Date and ending on the first (1st) anniversary of the Closing Date; provided that, with respect to the equity interests of Tisento, that period extends until the earliest of (A) nine (9) months following the consummation of Tisento’s initial public offering or other public listing of such equity interests, (B) a sale of Tisento and (C) the fifteenth (15th) anniversary of the Closing Date. With respect to the Akebia License Agreement, the term of the CVRs extends until the earlier of the fifteenth (15th) anniversary of the date of the CVR Agreement and the expiration or earlier termination by Akebia Therapeutics, Inc. of the Akebia License Agreement pursuant to its terms.\n\nThe Company has agreed to use commercially reasonable efforts not to take, or fail to take, any action with the primary purpose of avoiding, or intended to prevent or materially delay, the sale of the Tisento equity interests following Tisento’s initial public offering or the receipt of gross proceeds or the payment of any CVR proceeds. In\n\naddition, holders of more than 35% of the outstanding CVRs may, at their sole cost and expense, appoint a representative to coordinate the sale or other disposition of the Tisento equity interests, and following notice of such appointment the Company may not sell or otherwise dispose of those equity interests without the representative’s written consent.\n\nThe contingent payments under the CVR Agreement, if they become payable, will become payable to the Rights Agent for subsequent distribution to the CVR holders on a date no later than thirty (30) days following the Company’s receipt of the corresponding gross proceeds. In the event that no such proceeds are received, holders of the CVRs will not receive any payment pursuant to the CVR Agreement. There can be no assurance that any CVR holders will receive payments with respect thereto.\n\nThe right to the contingent payments contemplated by the CVR Agreement is a contractual right only and is not transferable, except in the limited circumstances specified in the CVR Agreement. The CVRs are not evidenced by a certificate or any other instrument and are not registered with the SEC. The CVRs do not have any voting or dividend rights and do not represent any equity or ownership interest in the Company or any of its respective affiliates. No interest will accrue on any amounts payable in respect of the CVRs.\n\nThe foregoing description of the CVR Agreement does not purport to be complete and is qualified in its entirety by the full text of the CVR Agreement, a copy of which is attached hereto as Exhibit 10.5 and is incorporated herein by reference."}