{"url_path":"/sec/cycn/8-k/2026-09-11/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","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":3836,"has_tables":true,"body_markdown":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.\n\nDeparture of Directors and Certain Officers\n\nOn September 8, 2026, Errol B. De Souza, Ph.D., Regina M. Graul, Ph.D., Peter M. Hecht, Ph.D., Michael Higgins, Steven E. Hyman, M.D. and Dina Katabi, Ph.D. resigned from the Company’s board of directors and its committees on which they respectively served, which resignations were not the result of any disagreements with the Company relating to the Company’s operations, policies or practices.\n\nIn addition, on September 8, 2026, Regina M. Graul, Ph.D., Cyclerion’s President and Chief Executive Officer, and Rhonda M. Chicko, Cyclerion’s Chief Financial Officer, each resigned as an executive officer of the Company at the Closing. Subject to execution of a release, Dr. Graul is eligible to receive the severance benefits and transaction bonus described in the Proxy Statement/Prospectus in the section entitled “Cyclerion Executive Compensation”.\n\nThe departures of Dr. Graul and Ms. Chicko were not the result of any disagreement with the Company relating to the Company’s operations, policies or practices.\n\nStock Incentive Plan\n\nOn July 16, 2026, Cyclerion’s board of directors approved the Korsana Biosciences, Inc. 2026 Stock Incentive Plan (the “2026 Stock Plan”), subject to shareholder approval and the consummation of the Merger. On August 26, 2026, Cyclerion’s shareholders approved the 2026 Stock Plan at the Annual Meeting. The purpose of the 2026 Stock Plan is to promote and closely align the interests of employees, officers, non-employee directors and other individual service providers of the Company and its shareholders by providing stock-based compensation and other performance-based compensation. The initial share pool under the 2026 Stock Plan is 6,092,348 shares of Company common stock. The shares of Company common stock that may be issued under the 2026 Stock Plan will be automatically increased on January 1 of each year beginning in 2027 and ending with a final increase on January 1, 2036, in an amount equal to 5% of the diluted shares (including outstanding shares of Company common stock and shares of Company common stock issuable upon conversion of outstanding preferred stock and exercise of outstanding pre-funded warrants) on the preceding December 31, unless a lower (or no) increase is determined by the Compensation Committee. Only 60,000,000 shares of Company common stock may be issued under the 2026 Stock Plan as incentive stock options. In connection with the effectiveness of the 2026 Stock Plan, no further awards will be granted under Cyclerion’s 2019 Equity Incentive Plan, and in connection with the effectiveness of the 2026 ESPP (as defined below), Cyclerion’s 2019 Employee Share Purchase Plan was terminated and no further shares will be issued thereunder.\n\nThe foregoing description of the 2026 Stock Plan is not complete and is subject to and qualified in its entirety by reference to the complete text of the 2026 Stock Plan, a copy of which is attached hereto as Exhibit 10.9 and incorporated herein by reference.\n\nEmployee Stock Purchase Plan\n\nOn July 16, 2026, Cyclerion’s board of directors approved the Korsana Biosciences, Inc. 2026 Employee Stock Purchase Plan (the “2026 ESPP”), subject to shareholder approval and the consummation of the Merger. On August 26, 2026, Cyclerion’s shareholders approved the 2026 ESPP at the Annual Meeting. The purpose of the 2026 ESPP is to provide employees of the Company and its designated subsidiaries with an opportunity to purchase shares of Company common stock through accumulated contributions. The 2026 ESPP, and the rights of participants to make purchases thereunder, is intended to qualify under Section 423 of the Code; however, sub-plans that do not meet the requirements of Section 423 of the Code may be established for the benefit of eligible employees of non-U.S. subsidiaries of the Company. The initial share pool under the 2026 ESPP is 550,512 shares of Company common stock. The shares of Company common stock that may be issued under the 2026 ESPP will be automatically\n\n \n\nincreased on January 1 of each year beginning in 2027 and ending with a final increase on January 1, 2036 in an amount equal to the lesser of 1% of the diluted shares (including outstanding shares of Company common stock and shares of Company common stock issuable upon conversion of outstanding preferred stock and exercise of outstanding pre-funded warrants) on the preceding December 31 or 2,000,000, unless a lower (or no) increase is determined by the Compensation Committee.\n\nThe foregoing description of the 2026 ESPP is not complete and is subject to and qualified in its entirety by reference to the complete text of the 2026 ESPP, a copy of which is attached hereto as Exhibit 10.10 and incorporated herein by reference.\n\nAppointment of Directors and Certain Officers\n\nOn September 8, 2026, the Board appointed Jonathan Violin, Ph.D. as the Company’s Chief Executive Officer and President, Mark Vignola, Ph.D. as the Company’s Chief Financial Officer and Matthew Leoni, M.D. as the Company’s Chief Medical Officer, each to serve at the discretion of the Board.\n\nOn September 8, 2026, the Board fixed its size at six members and appointed the following six individuals to the Board: Andrew Gottesdiener, M.D., Heidi Henson, Tomas Kiselak, Michelle Pernice, Nimish Shah and Jonathan Violin, Ph.D. In connection with his appointment to the Board, Tomas Kiselak was also appointed as Chair of the Board.\n\nPursuant to the Series B Articles of Amendment, at all times when at least 30% of the originally issued Company Series B Preferred Stock remains issued and outstanding, (i) the holders of the Company Series B Preferred Stock, exclusively and voting together as a separate class on an as-converted basis, are entitled to elect four directors (the “Preferred Directors”) and (ii) the holders of Company common stock and of any other class or series of voting stock, exclusively and voting together as a single class on an as-converted basis, are entitled to elect the balance of the total number of directors. Each Preferred Director is entitled to three votes on each matter presented to the Board. Andrew Gottesdiener, M.D., Tomas Kiselak, Michelle Pernice and Nimish Shah serve as the Preferred Directors, and Heidi Henson and Jonathan Violin, Ph.D. serve as the two at-large directors. The four Preferred Directors represent, in the aggregate, approximately 86% of the total votes of the Board.\n\nOther than as disclosed in the section of the Proxy Statement/Prospectus entitled “Certain Relationships and Related Party Transactions of the Combined Company,” beginning on page 386 and incorporated herein by reference, none of the Company’s newly appointed officers or directors has a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Other than the Merger Agreement and the Series B Articles of Amendment, pursuant to which the holders of the Company Series B Preferred Stock are entitled to elect the Preferred Directors, there are no arrangements or understandings between the Company’s officers or directors and any other person pursuant to which such officers or directors were selected as an officer or a director. There are no family relationships among any of the Company’s directors and officers.\n\nEach of the newly appointed principal officer’s and director’s biographical information is set forth below.\n\nJonathan Violin, Ph.D. Dr. Violin, age 50, has served as Korsana’s Chief Executive Officer and President since August 2025 and as a member of the Korsana Board since September 2025. Prior to joining Korsana, Dr. Violin served as the interim Chief Executive Officer and President of Crescent Biopharma, Inc. (Nasdaq: CBIO) from October 2024 to March 2025. Dr. Violin served as President, Chief Executive Officer and member of the board of directors of Viridian Therapeutics, Inc. (Nasdaq: VRDN), a biopharmaceutical company, from January 2021 to February 2023, and he previously served as President and Chief Operating Officer of Viridian from October 2020 until January 2021. Dr. Violin was the Co-Founder of Viridian’s predecessor and led its operations from April 2020 to its acquisition. Dr. Violin has served as a member of the board of directors of Crescent Biopharma, Inc. (Nasdaq: CBIO) since October 2024 and Dianthus Therapeutics, Inc. (Nasdaq: DNTH), a biotechnology company he co-founded, since July 2019. Dr. Violin also co-founded Quellis Biosciences, Inc., a biotechnology company (acquired by Astria Therapeutics, Inc. (Nasdaq: ATXS), formerly Catabasis Pharmaceuticals, Inc.), in 2018 and served on the Astria Therapeutics board of directors from January 2021 until its acquisition by BioCryst Pharmaceuticals in January 2026. Prior to that, Dr. Violin co-founded and helped lead Trevena Inc. (Nasdaq: TRVN), a biotechnology company, in various roles from 2008 until November 2018, including most recently as Senior Vice President,\n\n \n\nScientific Affairs and Investor Relations Officer. Dr. Violin received a Ph.D. from the Department of Pharmacology in the Biomedical Sciences Program at the University of California, San Diego, an M.B.A. with a concentration in Health Sector Management from the Fuqua School of Business at Duke University, and a B.S. in Chemical Pharmacology from Duke University.\n\nThe Company believes that Dr. Violin is qualified to serve as a member of the Company’s board of directors because of his extensive experience and innovations in the field of biotechnology, his leadership experience as chief executive officer of several public biotechnology companies, and his academic expertise and accomplishments.\n\nMark Vignola, Ph.D. Dr. Vignola, age 49, has served as Korsana’s Chief Financial Officer since March 2026. Prior to joining Korsana, Dr. Vignola served as the Chief Financial Officer of Terns Pharmaceuticals, Inc. (Nasdaq: TERN), a clinical-stage biopharmaceutical company, from August 2020 to February 2025, where he led the company’s crossover financing, initial public offering, and multiple follow-on offerings. Previously, Dr. Vignola was the Chief Financial Officer at Applied Therapeutics, Inc., a clinical-stage biopharmaceutical company where he led several financing rounds, from May 2019 to May 2020. Earlier in his career, Dr. Vignola was Head of Corporate Development and Investor Relations at Intercept Pharmaceuticals, Inc. and a biotechnology equity research analyst at Needham & Company. Dr. Vignola earned his B.S. in Biology from Boston College and his Ph.D. in Molecular Genetics and Microbiology from Duke University.\n\nMatthew Leoni, M.D. Dr. Leoni, age 51, has served as Korsana’s Chief Medical Officer since August 2026. Prior to joining Korsana, Dr. Leoni served as Chief Medical Officer of Merida Biosciences, Inc., a privately held biotechnology company developing therapies for autoimmune and allergic diseases, from 2024 to 2026, which he joined following its Series A financing and where he built the company’s development organization and advanced its lead program through clearance of its investigational new drug application and into the clinic. Previously, Dr. Leoni served as Senior Vice President of Development at Cerevel Therapeutics Holdings, Inc. (Nasdaq: CERE), a clinical-stage biopharmaceutical company focused on neuroscience, from 2019 to 2024, where he was a member of the company’s founding leadership team and helped guide the organization through multiple clinical milestones, its initial public offering and its subsequent acquisition by AbbVie Inc. (NYSE: ABBV). Earlier in his career, Dr. Leoni held clinical development leadership roles at Otsuka Pharmaceutical Co., Ltd., Novartis AG (NYSE: NVS), Galderma Group AG and Immunomedics, Inc. Dr. Leoni received his M.D. from the University of Pennsylvania School of Medicine, an M.B.A. in Pharmaceutical Management from Drexel University and a B.A. in Biology from Franklin & Marshall College.\n\nAndrew Gottesdiener, M.D. Dr. Gottesdiener, age 35, has served as a member of the Korsana board of directors since November 2024. Dr. Gottesdiener is a partner at Venrock Healthcare Capital Partners, an investment firm, in its New York office, where he focuses on healthcare investments. Dr. Gottesdiener is also a co-founder of Apogee Therapeutics, Inc. (Nasdaq: APGE), a clinical stage biotechnology company, and has served as a member of Apogee’s board since 2022. Prior to joining Venrock Healthcare Capital Partners full-time in September 2018, Dr. Gottesdiener earned his M.D. from Weill Cornell Medical College, during which time he received an HHMI summer fellowship for basic science research. He also has an M.B.A. from Columbia Business School. Dr. Gottesdiener received an A.B. in Economics from Washington University in St. Louis.\n\nThe Company believes Dr. Gottesdiener is qualified to serve as a member of the Company’s board of directors because of his extensive experience in the biotechnology industry providing leadership in biotechnology investments and his medical and research background.\n\nHeidi Henson. Ms. Henson, age 61, has served as a member of the Korsana board of directors since June 2026. Ms. Henson served as Chief Financial Officer of Pardes Biosciences Inc. (Nasdaq: PRDS), a clinical-stage biopharmaceutical company, from January 2021 until its sale in September 2023. From April 2019 to July 2020, Ms. Henson served as Chief Financial Officer of Imbria Pharmaceuticals, Inc., a private biotechnology company, and from November 2018 to April 2019 she served as Chief Financial Officer of Respivant Sciences, a private clinical-stage biopharmaceutical company. From October 2014 to July 2018, Ms. Henson served as Chief Financial Officer of Kura Oncology, Inc. (Nasdaq: KURA), a biopharmaceutical company. Ms. Henson also served as Chief Financial Officer of Wellspring Biosciences, Inc., a private biopharmaceutical company, and its parent company Araxes Pharma LLC, from July 2012 to July 2018, and served as Secretary of Wellspring and Araxes from July 2012 to January 2015. From 2007 to March 2012, Ms. Henson served as the Vice President, Finance at Intellikine, Inc., a\n\nprivate biopharmaceutical company, until its acquisition by Takeda Pharmaceutical Company Limited. Ms. Henson began her career in auditing at PricewaterhouseCoopers LLP, a public accounting firm, where she served both public and private companies. Ms. Henson has served on the boards of directors of Lisata Therapeutics, Inc. (Nasdaq: LSTA) since 2022, Pepgen, Inc. (Nasdaq: PEPG) since 2021 and Perspective Therapeutics, Inc. (NYSE: CATX) since 2023. She received a Bachelor’s of Accountancy from the University of San Diego and is a Certified Public Accountant (inactive) in the state of California.\n\nThe Company believes Ms. Henson is qualified to serve as a member of the Company’s board of directors because of her extensive financial experience in the biotechnology sector, as well as her experience serving on the boards of directors of numerous other biotechnology companies.\n\nTomas Kiselak. Mr. Kiselak, age 40, has served as a member of the Korsana board of directors since November 2024. Mr. Kiselak is a Founding Partner at Fairmount Funds Management LLC, a healthcare investment firm he co-founded in April 2016. Prior to Fairmount, he was a managing director at RA Capital Management, LLC, a healthcare and life science investment firm. Mr. Kiselak currently serves as the chairman of the board of directors of Viridian Therapeutics, Inc. (Nasdaq: VRDN) and has been a member of Viridian’s board since October 2020, and has served as a director for Apogee Therapeutics, Inc. (Nasdaq: APGE) since June 2023, Jade Biosciences, Inc. (Nasdaq: JBIO) since April 2025, Spyre Therapeutics, Inc. (Nasdaq: SYRE) since June 2023, Zenas BioPharma, Inc. (Nasdaq: ZBIO) since September 2020, and several private companies. Mr. Kiselak previously served as a director of Dianthus Therapeutics, Inc. (Nasdaq: DNTH) from September 2023 until March 2025. He received a B.S. in Neuroscience and Economics from Amherst College.\n\nThe Company believes Mr. Kiselak is qualified to serve as a member of the Company’s board of directors because of his experience advising and serving as a director of biotechnology companies and as a manager of funds specializing in the area of life sciences.\n\nMichelle Pernice. Ms. Pernice, age 38, has served as a member of the Korsana board of directors since November 2024. Ms. Pernice is an Operating Partner at Fairmount Funds Management LLC, a healthcare investment firm. Prior to joining Fairmount in October 2023, Ms. Pernice served in global regulatory roles for numerous pharmaceutical and biotechnology companies, including Pardes Biosciences from 2021 to 2023, Dynavax Technologies Corp., a commercial-stage biopharmaceutical company, from 2019 to 2021, Amgen Inc. (Nasdaq: AMGN), a global biotechnology company, from 2014 to 2019, and Novartis AG (NYSE: NVS), a global pharmaceutical company, from 2012 to 2014, including development strategy across all phases of development, multiple modalities, and notable approvals. Ms. Pernice received her PharmD from St. John’s University and completed a post-PharmD fellowship through Rutgers University.\n\nThe Company believes Ms. Pernice is qualified to serve as a member of the Company’s board of directors because of her experience advising biotechnology companies and her background in global regulatory and development strategy.\n\nNimish Shah. Mr. Shah, age 48, has served as a member of the Korsana board of directors since November 2024. Mr. Shah is a Partner at Venrock Healthcare Capital Partners, an investment firm, where he focuses on the firm’s public and crossover biotech investments. Mr. Shah joined Venrock Healthcare Capital Partners in 2013 and has invested in public and private healthcare companies since 2010. Mr. Shah is also a co-founder and a member of the board of directors of Apogee Therapeutics, Inc. (Nasdaq: APGE), a clinical stage biotechnology company, where he has served since 2022. Mr. Shah previously served as a director for Instil Bio, Inc. (Nasdaq: TIL) until December 2021 and as a board observer for LianBio (Nasdaq: LIAN), Biohaven Ltd. (NYSE: BHVN), Viridian Therapeutics, Inc. (Nasdaq: VRDN), and Dianthus Therapeutics, Inc. (Nasdaq: DNTH). Mr. Shah holds a B.S. in Pharmacy from Rutgers College of Pharmacy, an M.P.H. from the Mailman School of Public Health at Columbia University, and an M.B.A. from Columbia Business School. He is a member of the Columbia Business School Healthcare and Pharmaceutical Management Advisory Board.\n\nThe Company believes that Mr. Shah is qualified to serve as a member of the Company’s board of directors because of his extensive investment management and finance experience in the healthcare sector, as well as his experience serving on the boards of directors of numerous other biotechnology companies.\n\n \n\nCommittees of the Board of Directors\n\nAudit Committee\n\nOn September 8, 2026, Heidi Henson, Andrew Gottesdiener, M.D. and Nimish Shah were appointed to the Audit Committee, and Heidi Henson, an “audit committee financial expert” within the meaning of the SEC regulations, was appointed the chair of the Audit Committee.\n\nCompensation Committee\n\nOn September 8, 2026, Heidi Henson and Tomas Kiselak were appointed to the Compensation Committee, and Tomas Kiselak was appointed the chair of the Compensation Committee.\n\nNominating Committee\n\nOn September 8, 2026, Andrew Gottesdiener, M.D. and Michelle Pernice were appointed to the Nominating and Corporate Governance Committee, and Michelle Pernice was appointed the chair of the Nominating and Corporate Governance Committee.\n\nNon-Employee Director Compensation Program\n\nNon-employee members of the Board are eligible to receive cash and equity compensation in accordance with our non-employee director compensation program. This program provides for the following annual cash retainers:\n\n \n\n \n  \nAnnual\nRetainer\n \n\nBoard Retainers\n\n  \n\nChair\n\n  \n$\n70,000\n \n\nNon-Chair Member\n\n  \n$\n40,000\n \n\nAudit Committee Retainers:\n\n  \n\nChair\n\n  \n$\n20,000\n \n\nNon-Chair Member\n\n  \n$\n10,000\n \n\nCompensation Committee Retainers:\n\n  \n\nChair\n\n  \n$\n15,000\n \n\nNon-Chair Member\n\n  \n$\n7,500\n \n\nNominating and Corporate Governance Committee Retainers\n\n  \n\nChair\n\n  \n$\n10,000\n \n\nNon-Chair Member\n\n  \n$\n5,000\n \n\nIn connection with the Company’s annual meeting of shareholders, each non-employee member of the Board will receive an annual grant of options to purchase shares of Company common stock equal to 0.044% of the Company, which will vest on the earlier of the next annual shareholder meeting or the first anniversary of the date of grant. In addition, in connection with a non-employee director’s initial appointment to the Board, such director will receive an initial grant of options to purchase shares of Company common stock equal to 0.088% of the Company, subject to vesting in equal monthly installments through the third anniversary of the date of grant. In accordance with this program, each of Dr. Gottesdiener, Mr. Kiselak, Ms. Pernice, and Mr. Shah received an initial grant of 48,445 stock options, with a grant date of September 9, 2026. Ms. Henson previously received stock options for shares of Korsana common stock, which converted into stock options for shares of the Company’s common stock in the Merger.\n\nAll members of the Board are also reimbursed for reasonable and documented out-of-pocket travel and lodging expenses incurred in connection with attending meetings and activities of the Board and its committees.\n\nExecutive Officer Compensation Arrangements\n\nImmediately following the Closing, the Company entered into amended and restated offer letters with each of Jonathan Violin, Ph.D., Mark Vignola, Ph.D. and Matthew Leoni, M.D. (collectively, the “A&R Offer Letters”), each of which provides for at-will employment. The A&R Offer Letters supersede the offer letters previously in effect between Korsana and each such officer.\n\n \n\nUnder Dr. Violin’s A&R Offer Letter, he will receive an annual base salary of $655,000 and a target annual bonus of 55% of base salary. In the event of Dr. Violin’s termination without “cause” or resignation for “good reason,” he would be eligible for the following severance benefits under the A&R Offer Letter, subject to a release of claims: (i) if such termination occurs outside of the period beginning three months before and ending 12 months after a change in control of the Company (the “CIC Protection Period”), 12 months of base salary continuation, 12 months of subsidized benefits continuation, any bonus earned but unpaid for the prior year and acceleration of 30% of the unvested portion of his outstanding time-based equity awards or (ii) if such termination occurs during the CIC Protection Period, (a) 1.5 times the sum of his base salary and target bonus, payable in installments over 18 months, (b) 18 months of subsidized benefits continuation, (c) any bonus earned but unpaid for the prior year and (d) full acceleration of his outstanding time-based equity awards.\n\nUnder Dr. Vignola’s A&R Offer Letter, he will receive an annual base salary of $500,000 and a target annual bonus of 40% of base salary. In the event of Dr. Vignola’s termination without “cause” or resignation for “good reason,” he would be eligible for the following severance benefits under the A&R Offer Letter, subject to a release of claims: (i) if such termination occurs outside of the CIC Protection Period, 12 months of base salary continuation, 12 months of subsidized benefits continuation and any bonus earned but unpaid for the prior year or (ii) if such termination occurs during the CIC Protection Period, (a) 1.0 times the sum of his base salary and target bonus, payable in installments over 12 months, (b) 12 months of subsidized benefits continuation, (c) any bonus earned but unpaid for the prior year and (d) full acceleration of his outstanding time-based equity awards.\n\nUnder Dr. Leoni’s A&R Offer Letter, he will receive an annual base salary of $515,000 and a target annual bonus of 40% of base salary. Dr. Leoni’s A&R Offer Letter provides for the same severance benefits as described above under Dr. Vignola’s A&R Offer Letter.\n\nAdditional information regarding the compensation of Korsana’s named executive officers 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 foregoing descriptions of the A&R Offer Letters do not purport to be complete and are subject to and qualified in their entirety by reference to the full text of the A&R Offer Letters, copies of which are attached hereto as Exhibits 10.19, 10.20 and 10.21, respectively, and are incorporated herein by reference."}