09/10/2026 | Press release | Distributed by Public on 09/10/2026 15:37
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | |||
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1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Option (Right to Buy) | (1)(3) | 10/26/2035 | Common Stock | 1,048,244 | $4.15 | D | |
| Stock Option (Right to Buy) | (1)(4) | 06/29/2036 | Common Stock | 1,984,157 | $8.06 | D | |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Violin Jonathan C/O KORSANA BIOSCIENCES, INC. 203 CRESCENT STREET, SUITE 503 WALTHAM, MA 02453 |
X | See Remarks | ||
| /s/ Mark Vignola, as attorney-in-fact for Jonathan Violin | 09/10/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Effective as of September 8, 2026 (the "Effective Time"), (i) Cariboos Merger Sub Corp., a wholly owned subsidiary of Cyclerion Therapeutics, Inc. ("Cyclerion"), merged with and into Korsana Biosciences, Inc. ("Pre-Merger Korsana"), with Pre-Merger Korsana continuing as a wholly owned subsidiary of Cyclerion and the surviving corporation of the merger (the "First Merger"), and (ii) immediately thereafter, Pre-Merger Korsana merged with and into Cariboos Merger Sub II, LLC, a second wholly owned subsidiary of Cyclerion ("Second Merger Sub"), with Second Merger Sub being the surviving entity of the merger under the name Korsana Biosciences Operating Company, LLC (the "Second Merger" and, together with the First Merger, the "Merger"). At the Effective Time, Cyclerion changed its name to "Korsana Biosciences, Inc." (hereinafter, the "Issuer"). |
| (2) | Represents shares of the Issuer's common stock received by the Reporting Person in the Merger in exchange for the shares of Pre-Merger Korsana's common stock held by the Reporting Person prior to the Merger. Each share of Pre-Merger Korsana's restricted common stock held at the Effective Time was exchanged for 0.2074 restricted shares of the Issuer's common stock. Of these shares of common stock, 142,588 remain subject to forfeiture restrictions and vest in equal monthly installments through June 1, 2029, subject to the Reporting Person's continued service to the Issuer on each such vesting date. |
| (3) | Represents options to purchase shares of the Issuer's common stock received by the Reporting Person in the Merger in exchange for options of Pre-Merger Korsana held by the Reporting Person prior to the Merger. This option vested as to 25% on June 1, 2026 and vests in equal monthly installments thereafter through June 1, 2029, subject to the Reporting Person's continued service to the Issuer on each such vesting date. |
| (4) | Represents options to purchase shares of the Issuer's common stock received by the Reporting Person in the Merger in exchange for options of Pre-Merger Korsana held by the Reporting Person prior to the Merger. This option will vest as to 25% on June 18, 2027 and in equal monthly installments thereafter through June 18, 2030, subject to the Reporting Person's continued service to the Issuer on each such vesting date. |
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Remarks: Chief Executive Officer and President Exhibit 24 - Power of Attorney |
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