{"url_path":"/sec/cycn/8-k/2026-09-11/item-3-03","section_key":"item-3-03","section_title":"Item 3.03 Material Modification to Rights of Security Holders.","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":511,"has_tables":true,"body_markdown":"Item 3.03 Material Modification to Rights of Security Holders.\n\nCyclerion held the Annual Meeting on August 26, 2026. At the Annual Meeting, Cyclerion’s shareholders approved, among other matters, articles of amendment to the Articles to (i) increase the number of authorized shares of Cyclerion common stock from 400,000,000 shares to 700,000,000 shares (the “Authorized Share Increase”), and (ii) effect the Reverse Stock Split, in each case as described in the Proxy Statement/Prospectus. Following the Annual Meeting, Cyclerion’s board of directors approved the Reverse Stock Split at a ratio of 1-for-7. On September 8, 2026, Cyclerion filed articles of amendment to the Articles with the Secretary of the Commonwealth of Massachusetts designating the Company Series B Preferred Stock, effective immediately upon filing (the “Series B Articles of Amendment”). To effect the Reverse Stock Split, Cyclerion filed articles of amendment to the Articles with the Secretary of the Commonwealth of Massachusetts (the “Reverse Stock Split Articles of Amendment”), with an effective time of 8:46 a.m., Eastern Daylight Time, on September 8, 2026 (the “Reverse Stock Split Articles of Amendment Effective Time”). To effect the Company Name Change, Cyclerion filed articles of amendment to the Articles with the Secretary of the Commonwealth of Massachusetts (the “Name Change Articles of Amendment”), with an effective time of 8:50 a.m., Eastern Daylight Time, on September 8, 2026.\n\nAs of the Reverse Stock Split Articles of Amendment Effective Time, every seven shares of Company common stock issued and outstanding immediately prior to the Reverse Stock Split were automatically and without further action on the part of the Company or any holders of such Company common stock, combined into one share of Company common stock. Immediately following the Reverse Stock Split and Merger, there were approximately 45.5 million shares of Company common stock issued and outstanding.\n\nNo fractional shares of Company common stock were issued as a result of the Reverse Stock Split. Instead, any shareholder who would otherwise be entitled to a fractional share of Company common stock as a result of the Reverse Stock Split (after aggregating all fractions of a share to which such shareholder would otherwise be entitled) is, in lieu thereof, entitled to receive a cash payment equal to the product of such resulting fractional interest in one share of Company common stock multiplied by the closing price per share as reported by Nasdaq on September 8, 2026. Following the Reverse Stock Split, the Company common stock was represented by a new CUSIP number (23255M303). The Company common stock had no par value per share both immediately before and immediately after the Reverse Stock Split.\n\nThe foregoing descriptions of the Reverse Stock Split Articles of Amendment, Name Change Articles of Amendment and Series B Articles of Amendment do not purport to be complete and are subject to and qualified in their entirety by the full text of the Reverse Stock Split Articles of Amendment, Name Change Articles of Amendment and Series B Articles of Amendment, copies of which are attached hereto as Exhibits 3.4, 3.5 and 3.6, respectively, and are incorporated herein by reference."}