{"url_path":"/sec/cycn/8-k/2026-09-11/item-2-01","section_key":"item-2-01","section_title":"Item 2.01 Completion of Acquisition or Disposition of Assets.","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":5436,"has_tables":true,"body_markdown":"Item 2.01 Completion of Acquisition or Disposition of Assets.\n\nThe disclosure set forth in the “Introductory Note” above, including with respect to the Merger, is incorporated into this Item 2.01 by reference.\n\nAll of the proposals included in the Proxy Statement/Prospectus were approved by Cyclerion shareholders at the annual meeting of shareholders held on August 26, 2026 (the “Annual Meeting”) other than (i) the proposal to approve the redomestication of Cyclerion from the Commonwealth of Massachusetts to the Cayman Islands and (ii) the proposal to adjourn the Annual Meeting, which was not presented to the shareholders.\n\nIn connection with the consummation of the Merger, on the Closing Date:\n\n \n\n \n•\n \n\nKorsana issued to the Financing Investors (prior to giving effect to the Exchange Ratio) an aggregate of 140,516,748 shares of Korsana common stock and 20,171,986 Korsana pre-funded warrants for gross proceeds of approximately $380.0 million; and\n\n \n\n \n•\n \n\nall of the then-outstanding (a) (i) 6,000,000 shares of Korsana common stock, (ii) 75,500,000 shares of Korsana Series A preferred stock, and (iii) 140,516,748 shares of Korsana common stock purchased in the Korsana Pre-Closing Financing were automatically converted into the right to receive a number of shares of\n\n \n\nCompany common stock and/or, to the extent otherwise issuable in excess of the applicable Beneficial Ownership Limitation, Company pre-funded warrants in lieu thereof equal to the exchange ratio calculated in accordance with the Merger Agreement (the “Exchange Ratio”); (b) 20,000,000 shares of Korsana Series Seed preferred stock were automatically converted into the right to receive a number of shares of Company Series B Preferred Stock equal to the Exchange Ratio divided by 1,000; (c) 20,171,986 pre-funded warrants purchased in the Korsana Pre-Closing Financing were converted into Company pre-funded warrants equal to the Exchange Ratio; and (d) options exercisable for 34,152,978 shares of Korsana common stock and warrants exercisable for 1,102,561 shares of Korsana common stock (the “Parasa Warrants”) were assumed by the Company and became options and warrants, respectively, in respect of shares of Company common stock, with the number of underlying shares and the exercise price adjusted in accordance with the Exchange Ratio.\n\nImmediately following the application of the Exchange Ratio (which was adjusted to give effect to the Reverse Stock Split (as defined below)), and following the consummation of the transactions contemplated by the Merger Agreement, the Company had 55,051,271 shares of Company common stock (assuming the exercise in full of all Company pre-funded warrants and including conversion of Company Series B Preferred Stock but excluding outstanding options and the Parasa Warrants), which is comprised of:\n\n \n\n \n•\n \n\n45,541,425 shares of Company common stock (inclusive of issuances pursuant to the Merger Agreement and the Korsana Pre-Closing Financing);\n\n \n\n \n•\n \n\n5,361,846 shares of Company common stock issuable upon the exercise of Company pre-funded warrants, each exercisable for one share of Company common stock at a price of $0.0001 per share; and\n\n \n\n \n•\n \n\n4,148,000 shares of Company common stock issuable upon the conversion of Company Series B Preferred Stock.\n\nImmediately prior to the consummation of the Merger, Cyclerion effected a 1-for-7 reverse stock split of Cyclerion common stock, which became legally effective on September 8, 2026 (the “Reverse Stock Split”). The Company common stock commenced trading on a post-Reverse Stock Split, post-Merger basis at the open of trading on September 9, 2026.\n\nFORM 10 INFORMATION\n\nItem 2.01(f) of Form 8-K states that if the predecessor registrant was a “shell company” (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as Cyclerion was immediately before the Merger, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. Accordingly, the Company is providing the information below that would be included in a Form 10 if the Company were to file a Form 10. Please note that the information provided below relates to the Company as the combined company after the consummation of the Merger, unless otherwise specifically indicated or the context otherwise requires.\n\nCautionary Note Regarding Forward-Looking Statements\n\nThis Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, including statements regarding the anticipated benefits of the Merger and the financial condition, results of operations, and prospects of the Company. Any express or implied statements that do not relate to historical or current facts or matters are forward-looking statements. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These forward-looking statements include, but are not limited to, express or implied statements regarding the Company’s expectations, hopes, beliefs, intentions or strategies regarding the future. In some cases, you can identify forward-looking statements by terminology such as “may,” “might,” “will,” “could,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “projects,” “seeks,” “target,” “endeavor,” “possible,” “potential,” “continue,” “contemplate” or the negative of these terms or other comparable terminology, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements are based on current expectations and beliefs\n\nconcerning future developments and their potential effects. There can be no assurance that future developments affecting the Company will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the Company’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. In addition to other factors and matters contained in or incorporated by reference in this document, the Company believes the following factors could cause actual results to differ materially from those discussed in the forward-looking statements:\n\n \n\n \n•\n \n\nexpectations regarding the strategies, prospects, plans, expectations and objectives of management of the Company for future operations of the Company;\n\n \n\n \n•\n \n\nthe ability of the Company to recognize the benefits that may be derived from the Merger, including the commercial or market opportunity of the product candidates of the Company;\n\n \n\n \n•\n \n\nthe possibility that the CVR holders may never receive any proceeds pursuant to the CVR Agreement;\n\n \n\n \n•\n \n\nthe accuracy of the Company’s estimates regarding expenses, future revenue, capital requirements and needs for additional financing;\n\n \n\n \n•\n \n\nthe outcome of any legal proceedings that may be instituted against the Company or any of its respective directors or officers related to the Merger Agreement or the transactions contemplated thereby;\n\n \n\n \n•\n \n\nthe ability of the Company to protect its intellectual property rights;\n\n \n\n \n•\n \n\ncompetitive responses to the Merger;\n\n \n\n \n•\n \n\nlegislative, regulatory, political and economic developments beyond the Company’s control;\n\n \n\n \n•\n \n\nthe initiation, timing and success of clinical trials for the Company’s product candidates;\n\n \n\n \n•\n \n\nsuccess in retaining, or changes required in, the Company’s officers, key employees or directors;\n\n \n\n \n•\n \n\nthe Company’s public securities’ potential liquidity and trading;\n\n \n\n \n•\n \n\nregulatory actions with respect to the Company’s product candidates or its competitors’ products and product candidates;\n\n \n\n \n•\n \n\nthe Company’s ability to manufacture its product candidates in conformity with the FDA’s requirements and to scale up manufacturing of its product candidates to commercial scale, if approved;\n\n \n\n \n•\n \n\nuncertainties regarding the capabilities and potential of the THETA platform and the Company’s pipeline programs;\n\n \n\n \n•\n \n\nthe Company’s reliance on third-party contract development and manufacturer organizations to manufacture and supply product candidates;\n\n \n\n \n•\n \n\nthe beneficial characteristics, and the potential safety, efficacy and therapeutic effects of the Company’s product candidates;\n\n \n\n \n•\n \n\nthe expected potential benefits of strategic collaboration with third parties and the Company’s ability to attract collaborators with development, regulatory and commercialization expertise;\n\n \n\n \n•\n \n\nthe Company’s ability to successfully commercialize product candidates, if approved, and the rate and degree of market acceptance of such product candidates; and\n\n \n\n \n•\n \n\ndevelopments and projections relating to the Company’s competitors or industry.\n\nThe foregoing review of important factors that could cause actual events to differ from expectations should not be construed as exhaustive and should be read in conjunction with statements that are included herein and elsewhere, including the risk factors included in the “Risk Factors” section of this Current Report on Form 8-K and other documents to be filed by the Company from time to time with the SEC, discussions of potential risks, uncertainties, and other important factors in the Company’s subsequent filings with the SEC, and risk factors associated with companies, such as the Company, that operate in the biopharma industry.\n\nIf any of these risks or uncertainties materialize or any of these assumptions prove incorrect, the results of the Company could differ materially from the forward-looking statements. Any public statements or disclosures by the Company following this Current Report on Form 8-K that modify or impact any of the forward-looking statements contained in this Current Report on Form 8-K will be deemed to modify or supersede such statements in this Current Report on Form 8-K. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this document and are qualified in their entirety by reference to the cautionary statements herein. The Company does not intend, and undertakes no obligation, to update any forward-looking information to reflect events or circumstances after the date of this document or to reflect the occurrence of unanticipated events, unless required by law to do so.\n\nBusiness and Facilities\n\nThe information set forth in the section of the Proxy Statement/Prospectus entitled “Korsana’s Business” beginning on page 297 is incorporated herein by reference.\n\nRisk Factors\n\nThe risks associated with Korsana’s business and operations are described in the Proxy Statement/Prospectus in the section entitled “Risk Factors—Risks Related to Korsana” beginning on page 75 and the risks associated with the business and operations of the Company are described in the Proxy Statement/Prospectus in the section entitled “Risk Factors—Risks Related to the Combined Company” beginning on page 114, each of which is incorporated herein by reference.\n\nFinancial Information\n\nUnaudited Financial Statements\n\nThe unaudited interim condensed consolidated financial statements of Korsana as of and for the six months ended June 30, 2026 and the related notes thereto are attached hereto as Exhibit 99.2 and are incorporated herein by reference.\n\nThe unaudited interim condensed financial statements of Cyclerion as of and for the six months ended June 30, 2026 and the related notes thereto are included in Cyclerion’s Quarterly Report on Form 10-Q for the period ended June 30, 2026, filed with the SEC on August 4, 2026, and are incorporated herein by reference.\n\nAudited Financial Statements\n\nThe audited consolidated financial statements of Korsana as of December 31, 2025 and 2024 and for the year ended December 31, 2025 and for the period from November 8, 2024 (inception) to December 31, 2024 and the related notes thereto are included in the Proxy Statement/Prospectus beginning on page F-43 and are incorporated herein by reference.\n\nThe audited financial statements of Cyclerion as of and for the years ended December 31, 2025 and 2024 and the related notes thereto are included in the Proxy Statement/Prospectus beginning on page F-2 and are incorporated herein by reference.\n\n \n\nUnaudited Pro Forma Condensed Combined Financial Information\n\nThe unaudited pro forma condensed combined financial information of Cyclerion and Korsana as of and for the six months ended June 30, 2026 and twelve months ended December 31, 2025 and the related notes thereto are attached hereto as Exhibit 99.4 and is incorporated herein by reference.\n\nManagement’s Discussion and Analysis of Financial Condition and Results of Operations\n\nKorsana’s Management’s Discussion and Analysis of Financial Condition and Results of Operations as of and for the six months ended June 30, 2026 is attached hereto as Exhibit 99.3 and is incorporated herein by reference.\n\nKorsana’s Management’s Discussion and Analysis of Financial Condition and Results of Operations as of and for the year ended December 31, 2025 is included in the Proxy Statement/Prospectus beginning on page 358 and is incorporated herein by reference.\n\nCyclerion’s Management’s Discussion and Analysis of Financial Condition and Results of Operations as of and for the six months ended June 30, 2026 is included in Cyclerion’s Quarterly Report on Form 10-Q for the period ended June 30, 2026, filed with the SEC on August 4, 2026, and is incorporated herein by reference.\n\nAdditional information regarding management’s discussion and analysis of the financial condition and results of operations prior to the Merger is included in the Proxy Statement/Prospectus in the section entitled “Cyclerion’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 346, which is incorporated herein by reference.\n\nSecurity Ownership of Certain Beneficial Owners and Management\n\nThe following table sets forth information known to the Company regarding beneficial ownership of shares of Company common stock as of September 8, 2026 by:\n\n \n\n \n•\n \n\neach person or group of affiliated persons, who is known by the Company to be the beneficial owner of more than 5% of Company common stock;\n\n \n\n \n•\n \n\neach of the Company’s directors;\n\n \n\n \n•\n \n\neach of the Company’s named executive officers; and\n\n \n\n \n•\n \n\nall of the Company’s current directors and executive officers as a group.\n\nThe column entitled “Percentage of Shares Outstanding Beneficially Owned” is based on a total of 45,541,425 shares of Company common stock outstanding as of September 8, 2026, after giving effect to the Reverse Stock Split that was effected on September 8, 2026 and the Merger.\n\nBeneficial ownership is determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to Company common stock. Shares of Company common stock subject to options that are currently exercisable or exercisable within 60 days of September 8, 2026 are considered outstanding and beneficially owned by the person holding the options for the purpose of calculating the percentage ownership of that person but not for the purpose of calculating the percentage ownership of any other person. Except as otherwise noted, the persons and entities in this table have sole voting and investing power with respect to all of the shares of Company common stock beneficially owned by them, subject to community property laws, where applicable.\n\n \n\nName of Beneficial Owner\n  \nNumber of\nShares\nBeneficially\nOwned\n \n  \nPercentage\nof Shares\nOutstanding\nBeneficially\nOwned\n \n\n5% or Greater Stockholders\n  \n\n  \n\nEntities affiliated with Fairmount Funds Management LLC(1)\n\n  \n \n9,103,729\n \n  \n \n19.99\n% \n\nEntities affiliated with Venrock Healthcare Capital Partners(2)\n\n  \n \n4,549,585\n \n  \n \n9.99\n% \n\nEntities affiliated with TCGX(3)\n\n  \n \n4,549,587\n \n  \n \n9.99\n% \n\nEntities affiliated with Wellington Management(4)\n\n  \n \n2,974,731\n \n  \n \n6.53\n% \n\nEntities affiliated with J.P. Morgan Life Sciences Private Capital(5)\n\n  \n \n2,687,914\n \n  \n \n5.90\n% \n\nFMR LLC(6)\n\n  \n \n2,631,058\n \n  \n \n5.78\n% \n\nEntities affiliated with Janus Henderson Investors(7)\n\n  \n \n2,344,819\n \n  \n \n5.15\n% \n\nDirectors and Named Executive Officers\n\n  \n\n  \n\nAndrew Gottesdiener, M.D.\n\n  \n \n— \n \n  \n \n*\n \n\nHeidi Henson(8)\n\n  \n \n11,221\n \n  \n \n*\n \n\nTomas Kiselak(1)\n\n  \n \n9,103,729\n \n  \n \n19.99\n% \n\nMichelle Pernice(9)\n\n  \n \n13,802\n \n  \n \n*\n \n\nNimish Shah(2)\n\n  \n \n4,549,585\n \n  \n \n9.99\n% \n\nJonathan Violin(10)\n\n  \n \n578,653\n \n  \n \n1.26\n% \n\nMark Vignola\n\n  \n \n— \n \n  \n \n*\n \n\nMatthew Leoni, M.D.\n\n  \n \n— \n \n  \n \n*\n \n\nAll current executive officers and directors as a group (8 persons)(11)\n\n  \n \n14,256,990\n \n  \n \n31.04\n% \n\n \n\n*\n\nLess than 1%.\n\n(1)\n\nConsists of (i) 6,911,174 shares of the Company’s common stock held directly by Fairmount Healthcare Fund II, L.P. (“Fairmount Fund II”) and (ii) 2,192,555 shares of the Company’s common stock held directly by Fairmount Healthcare Co-Invest VI L.P. (“Co-Invest”). Excludes (i) 66,436 shares of the Company’s common stock issuable upon the exercise of pre-funded warrants held by Fairmount Fund II and (ii) 2,074,000 shares of the Company’s common stock issuable upon the conversion of 2,074 shares of the Company’s Series B Preferred Stock held by Fairmount Fund II. The pre-funded warrants are subject to a beneficial ownership limitation of 19.99% and the shares of the Company’s Series B Preferred Stock are subject to a beneficial ownership limitation of 19.99%, which such limitations restrict Fairmount Funds Management LLC (“Fairmount”) and its affiliates from exercising that portion of the warrants and converting those shares of preferred stock that would result in Fairmount and its affiliates owning, after exercise or conversion, a number of shares of the Company’s common stock in excess of the applicable ownership limitation. At such time as Fairmount and its affiliates beneficially own 9.0% or less of the shares of common stock, the beneficial ownership limitation applicable to the shares of the Company’s Series B Preferred Stock will automatically reduce to 9.99%. Fairmount serves as investment manager for Fairmount Fund II and Co-Invest. Each of Fairmount Fund II and Co-Invest has delegated to Fairmount the sole power to vote and the sole power to dispose of all securities held in its portfolio. Because each of Fairmount Fund II and Co-Invest has divested itself of voting and investment power over the securities it holds and may not revoke that delegation on less than 61 days’ notice, each of Fairmount Fund II and Co-Invest disclaims beneficial ownership of the securities it holds. As managers of Fairmount, Peter Harwin and Tomas Kiselak may be deemed to have voting and investment power over the shares held by Fairmount Fund II and Co-Invest. Fairmount, Mr. Harwin and Mr. Kiselak disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein. The address of the entities and individuals listed is 200 Barr Harbor Drive, Suite 400, West Conshohocken, PA 19428.\n\n(2)\n\nConsists of (i) 2,024,520 shares of the Company’s common stock held by Venrock Healthcare Capital Partners EG, L.P. (“VHCP EG”), (ii) 1,001,091 shares of the Company’s common stock held by Venrock Healthcare Capital Partners XP, L.P. (“VHCP XP”), (iii) 1,385,432 shares of the Company’s common stock held by Venrock Healthcare Capital Partners III, L.P. (“VHCP III”) and (iv) 138,542 shares of the Company’s common stock held by VHCP Co-Investment Holdings III, LLC (“VHCP Co-III”). Excludes an aggregate of 3,305,044 shares of the Company’s common stock issuable upon the exercise of pre-funded warrants, comprised of (i) 1,470,712 shares held by VHCP EG, (ii) 727,242 shares held by VHCP XP, (iii) 1,006,446 shares held by VHCP III and (iv) 100,644 shares held by VHCP Co-III. Excludes an aggregate\n\n \n\nof 1,908,000 shares of the Company’s common stock issuable upon the conversion of 1,908 shares of Company Series B Preferred Stock, comprised of (i) 935 shares held by VHCP EG, (ii) 830 shares held by VHCP XP, (iii) 130 shares held by VHCP III and (iv) 13 shares held by VHCP Co-III. VHCP Management EG, LLC (“VHCPM EG”) is the sole general partner of VHCP EG. VHCP Management III, LLC (“VHCPM III”) is the sole general partner of VHCP III and the sole manager of VHCP Co-III. VHCP Management XP, LLC (“VHCPM XP”) is the sole general partner for VHCP XP. Dr. Bong Koh and Nimish Shah are the voting members of VHCPM III, VHCPM EG and VHCPM XP. The principal business address of each of the foregoing persons is 7 Bryant Park, 23rd Floor, New York, New York 10018.\n\n(3)\n\nConsists of 4,549,587 shares of the Company’s common stock held by TCG Crossover Fund II, L.P. (“TCGX”). Excludes 155,478 shares of the Company’s common stock issuable upon the exercise of pre-funded warrants. The pre-funded warrants are subject to a beneficial ownership limitation of 9.99%, which such limitation restricts TCGX and its affiliates from exercising that portion of the warrants that would result in TCGX and its affiliates owning, after exercise, a number of shares of the Company’s common stock in excess of the ownership limitation. TCG Crossover GP II, LLC, the General Partner of TCGX, and Chen Yu, Managing Partner of TCG Crossover GP II, LLC, have shared voting and dispositive power over the securities held by TCGX. The address for each of TCGX, TCG Crossover GP II, LLC and Chen Yu is 245 Lytton Ave., Suite 350, Palo Alto, California 94301.\n\n(4)\n\nConsists of (i) 2,775,788 shares of the Company’s common stock held by Wellington Biomedical Innovation Master Investors (Cayman) II L.P. (“Wellington Biomedical Fund”), (ii) 49,858 shares of the Company’s common stock held by Wellington Biotechnology Long/Short Fund, L.P. (“Wellington LS”), (iii) 45,385 shares of the Company’s common stock held by Wellington Biotechnology Long/Short Fund (Bermuda) L.P. (“Wellington LS Bermuda”), and (iv) 103,700 shares of the Company’s common stock held by Wellington Private Investments Opportunities SPV 2, LLC (“WPIO”). Wellington Management Company LLP, a registered investment adviser under the Investment Advisers Act of 1940, as amended (“WMC”), is the investment advisor to Wellington Biomedical Fund, Wellington LS, Wellington LS Bermuda, and WPIO. Wellington Biomedical Innovation II GP L.P. is the general partner of Wellington Biomedical Fund. Wellington Alternative Investments LLC (“WAI”) is the Manager of WPIO and Wellington Management Investment, Inc. is the Managing Member of WAI. WMC is an indirect subsidiary of Wellington Management Group LLP. Wellington Management Group LLP and WMC may be deemed beneficial owners with shared voting and investment power over the shares held by Wellington Biomedical Fund, Wellington LS, Wellington LS Bermuda, and WPIO. Additional information about WMC is available in its Form ADV filed with the SEC. The address of all entities referenced in this footnote is 280 Congress Street, Boston, MA 02210.\n\n(5)\n\nConsists of (i) 2,292,792 shares of the Company’s common stock held by 270 Life Sciences Private Capital Master Fund I SCA-RAIF, (ii) 333,301 shares of the Company’s common stock held by 270 Life Sciences Private Capital Employee Fund I LP and (iii) 61,821 shares of the Company’s common stock held by J.P. Morgan Growth Equity Division Holdings Inc. 270 Life Sciences Private Capital Master Fund I SCA-RAIF is duly represented and acting through its managing general partner (actionnaire gérant commandité), 270 Life Sciences Private Capital Fund I GP (Lux) S.à.r.l. J.P. Morgan Growth Equity Division Holdings is the sole general partner of 270 Life Sciences Private Capital Employee Fund I LP. The address for each of these entities is 390 Madison Avenue, Floor 27, New York, NY 10172.\n\n(6)\n\nThese shares are owned by funds or accounts managed by direct or indirect subsidiaries of FMR LLC, all of which shares are beneficially owned, or may be deemed to be beneficially owned, by FMR LLC, certain of its subsidiaries and affiliates, and other companies. Abigail P. Johnson is a Director, the Chairman, and the Chief Executive Officer of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. FMR LLC and Abigail P. Johnson each have sole dispositive power over the shares reported herein; neither has sole voting power over such shares. The address of FMR LLC is 245 Summer Street, Boston, Massachusetts 02110.\n\n \n\n(7)\n\nConsists of (i) 1,659,297 shares of the Company’s common stock held by Janus Henderson Biotech Innovation Master Fund Limited and (ii) 685,522 shares of the Company’s common stock held by Janus Henderson Biotech Innovation Master Fund II Limited (together, “Janus Master Fund”). Such shares may be deemed to be beneficially owned by Janus Henderson Investors US LLC (“Janus”), an investment adviser registered under the Investment Advisers Act of 1940, as amended, who acts as investment adviser for Janus Master Fund and has the ability to make decisions with respect to the voting and disposition of the shares subject to the oversight of the board of directors of Janus Master Fund. Under the terms of its management contract with Janus Master Fund, Janus has overall responsibility for directing the investments of Janus Master Fund in accordance with the investment objective, policies, and limitations. Janus Master Fund has one or more portfolio managers appointed by and serving at the pleasure of Janus who make decisions with respect to the disposition of the shares. The portfolio managers for Janus Master Fund are Andrew Acker, Daniel S. Lyons, and Agustin Mohedas. The business address of each of the aforementioned parties is c/o Janus Henderson Investors US LLC, 151 Detroit Street, Denver, Colorado 80206.\n\n(8)\n\nConsists of (a) vested options to acquire 5,610 shares of common stock and (b) options to acquire 5,611 shares of common stock that will vest within 60 days of the date of this table.\n\n(9)\n\nConsists of (a) vested options to acquire 13,202 shares of common stock and (b) options to acquire 600 shares of common stock that will vest within 60 days of the date of this table.\n\n(10)\n\nConsists of (a) 207,400 shares of restricted common stock, (b) vested options to acquire 327,576 shares of common stock and (c) options to acquire 43,677 shares of common stock that will vest within 60 days of the date of this table.\n\n(11)\n\nSee Notes (1), (2), (8), (9) and (10) above.\n\nInformation about Directors and Executive Officers\n\nThe information set forth in Item 5.02 of this Current Report on Form 8-K under the heading “Appointment of Directors and Certain Officers” is incorporated herein by reference.\n\nDirector Compensation\n\nThe compensation of the directors of Korsana prior to the Closing is set forth in the Proxy Statement/Prospectus in the section entitled “Korsana Director Compensation” beginning on page 219 and is incorporated herein by reference.\n\nThe compensation of the non-employee directors of Cyclerion prior to the Closing is set forth in the Proxy Statement/Prospectus in the section entitled “Cyclerion Non-Employee Director Compensation” beginning on page 213 and is incorporated herein by reference. \n\nThe information set forth in Item 5.02 of this Current Report on Form 8-K under the heading “Non-Employee Director Compensation Program” is incorporated herein by reference.\n\nExecutive Compensation\n\nThe compensation of the named executive officers of Korsana prior to the Closing is set forth in the Proxy Statement/Prospectus in the section entitled “Korsana Executive Compensation” beginning on page 215 and is incorporated herein by reference. \n\nThe compensation of the named executive officers of Cyclerion prior to the Closing is set forth in the Proxy Statement/Prospectus in the section entitled “Cyclerion Executive Compensation” beginning on page 207 and is incorporated herein by reference. \n\nThe information set forth in Item 5.02 of this Current Report on Form 8-K under the headings “Stock Incentive Plan” and “Departure of Directors and Certain Officers” is incorporated herein by reference.\n\n \n\nThe information set forth in the section of the Proxy Statement/Prospectus entitled “Management Following the Merger—Board Committees—Compensation Committee” beginning on page 384 is incorporated herein by reference.\n\nCertain Relationships and Related Party Transactions\n\nThe information set forth in the section of the Proxy Statement/Prospectus entitled “Certain Relationships and Related Party Transactions of the Combined Company” beginning on page 386 is incorporated herein by reference.\n\nDirector Independence\n\nNasdaq listing rules have objective tests and a subjective test for determining who is an “independent director.” The subjective test states that an independent director must be a person who lacks a relationship that, in the opinion of the board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Subject to specified exceptions, each member of a listed company’s audit, compensation and nominating committees must be independent, and audit and compensation committee members must satisfy additional independence criteria.\n\nThe newly constituted board of directors of the Company (the “Board”) has determined that each of Andrew Gottesdiener, M.D., Heidi Henson, Tomas Kiselak, Michelle Pernice and Nimish Shah, each of whom is a current member of the Board, qualifies as an “independent director” as defined under the Nasdaq listing rules. Jonathan Violin, Ph.D., the Company’s Chief Executive Officer and President, does not qualify as an independent director. In making these determinations, the Board considered the current and prior relationships that each director has with Cyclerion and Korsana and all other facts and circumstances that the Board deemed relevant in determining the independence of each director, including the interests of each director in the Merger, any relevant related party transactions and the beneficial ownership of securities of Cyclerion, Korsana or the Company by each director.\n\nThe Board has also determined that each member of the Audit Committee of the Board (the “Audit Committee”), the Compensation Committee of the Board (the “Compensation Committee”) and the Nominating and Corporate Governance Committee of the Board (the “Nominating and Corporate Governance Committee”) is independent and satisfies the relevant independence requirements for such committees under the Nasdaq listing rules and the Exchange Act and that each member of the Compensation Committee is a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act.\n\nThe information set forth in Item 5.02 of this Current Report on Form 8-K under the heading “Committees of the Board of Directors” is incorporated herein by reference.\n\nLegal Proceedings\n\nThe information set forth in the section of the Proxy Statement/Prospectus entitled “Korsana’s Business—Legal Proceedings” on page 345 is incorporated herein by reference.\n\nMarket Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters\n\nShares of Cyclerion common stock were historically listed on The Nasdaq Capital Market of the Nasdaq Stock Market under the symbol “CYCN.” On September 9, 2026, shares of Company common stock were listed on The Nasdaq Capital Market of the Nasdaq Stock Market under the symbol “KRSA.”\n\nAs of the Closing Date and following the completion of the Merger, and after giving effect to the Reverse Stock Split legally effected on September 8, 2026, the Company had approximately 45,541,425 shares of Company common stock issued and outstanding held of record by approximately 130 holders. The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose shares of Company common stock are held of record by banks, brokers and other financial institutions.\n\n \n\nThe information set forth in the section of the Proxy Statement/Prospectus entitled “Market Price and Dividend Information—Dividends” on page 32 is incorporated herein by reference.\n\nDescription of Registrant’s Securities\n\nThe information set forth in the Proxy Statement/Prospectus in the section entitled “Description of Cyclerion Capital Stock” beginning on page 409 is incorporated herein by reference.\n\nIndemnification of Directors and Officers\n\nThe Company’s restated articles of organization, as amended (the “Articles”), provide that the liability of the Company’s directors for damages for any breach of fiduciary duty shall be limited to the fullest extent permitted by law. The Company’s amended and restated bylaws (the “Bylaws”) also provide that the Company will indemnify, and advance funds to and reimburse expenses of, the Company’s directors and officers that have been appointed by the Board to the fullest extent permitted by law, and that the Company may indemnify, and advance funds to and reimburse expenses of, such other officers and employees as determined by the Board. The right of indemnification provided under the Bylaws is in addition to and not exclusive of any other rights to which any of the Company’s directors, officers or any other persons may otherwise be lawfully entitled. The Company has also entered into indemnification agreements with its directors and officers, and the Company carries insurance policies insuring its directors and officers against certain liabilities that they may incur in their capacity as directors and officers.\n\nPart 8 of the Massachusetts Business Corporation Act (the “MBCA”) authorizes the provisions, described above, that are contained in the Articles and the Bylaws. In addition, Sections 8.30 and 8.42 of the MBCA provide that if an officer or director discharges his or her duties in good faith and with the care that a person in a like position would reasonably exercise under similar circumstances and in a manner the officer or director reasonably believes to be in the best interests of the corporation, he or she will not be liable for such action.\n\nThe foregoing description of the Articles and the Bylaws does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Articles and the Bylaws, copies of which are attached hereto as Exhibits 3.1 through 3.7, and are incorporated herein by reference.\n\nThe Company obtained insurance that covers certain liabilities of its directors and officers, effective as of September 8, 2026.\n\nThe information set forth in Item 1.01 of this Current Report on Form 8-K under the heading “Indemnification Agreements” is incorporated herein by reference.\n\nThe information set forth in the section of the Proxy Statement/Prospectus entitled “The Merger Agreement—Indemnification and Insurance for Directors and Officers” beginning on page 182 is incorporated herein by reference.\n\nFinancial Information and Supplementary Data\n\nThe information set forth under Item 9.01 of this Current Report on Form 8-K is incorporated herein by reference."}