false 0001755237 0001755237 2023-11-19 2023-11-19

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 24, 2023 (November 19, 2023)

 

 

CYCLERION THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Massachusetts   001-38787   83-1895370

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification Number)

245 First Street, 18th Floor

Cambridge, Massachusetts 02142

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (857) 327-8778

 

 

Check 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:

 

  ☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading
Symbol(s)

  

Name of each exchange

on which registered

Common Stock, no par value   CYCN   The Nasdaq Stock Market LLC
    (Nasdaq Global Select Market)

Indicate 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). Emerging growth company ☒

If 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. ☐

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 19, 2023, Ole Isacson, M.D., Ph.D., tendered his resignation as a director of Cyclerion Therapeutics, Inc. (the “Company”), effective immediately. Dr. Isacson served as Chair of the Compensation Committee and a member of the Audit Committee prior to his resignation. Dr Isacson did not advise the Company of any disagreement with the Company on any matter relating to its operations, policies or practices. The Company expects to announce the appointment of a new outside director shortly to replace Dr. Isacson on the Company’s Board of Directors.

 

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  Cyclerion Therapeutics, Inc.
Dated: November 24, 2023   By:  

/s/ Peter M. Hecht, Ph.D.

    Name:   Peter M. Hecht, Ph.D.
    Title:  

Chief Executive Officer

(Principal Executive Officer)

 

3

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Nov. 19, 2023
Cover [Abstract]  
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Entity Central Index Key 0001755237
Document Type 8-K
Document Period End Date Nov. 19, 2023
Entity Registrant Name CYCLERION THERAPEUTICS, INC.
Entity Incorporation State Country Code MA
Entity File Number 001-38787
Entity Tax Identification Number 83-1895370
Entity Address, Address Line One 245 First Street
Entity Address, Address Line Two 18th Floor
Entity Address, City or Town Cambridge
Entity Address, State or Province MA
Entity Address, Postal Zip Code 02142
City Area Code (857)
Local Phone Number 327-8778
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common Stock, no par value
Trading Symbol CYCN
Security Exchange Name NASDAQ
Entity Emerging Growth Company true
Entity Ex Transition Period false
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