UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~ Section 13 ORor 15(d)

OFof ~~THE~~the ~~SECURITIES~~Securities ~~EXCHANGE~~Exchange ~~ACT~~Act OFof 1934

Date of Report (Date of earliest event reported): ~~September 19~~December 1, 2025

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)	(I.R.S. Employer Identification No.)
(State or other jurisdictionof incorporation)	(Commission File Number)	(IRS Employer Identification Number)

245 First Street, 18th Floor

Cambridge, Massachusetts 02142

(Address of ~~Principal~~principal ~~Executive~~executive ~~Offices~~offices, including Zip Code)

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

~~(Registrant’s~~Check ~~telephone~~the ~~number,~~appropriate ~~including~~box ~~area~~below ~~code)~~if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

(Former name or former address, if changed since last report.)

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

Title of each class TradingSymbol(s) Name of each exchange on which registered Common Stock, no par value CYCN The Nasdaq Capital Market

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 (see General Instruction A.2. below):

☐	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

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 18.01. ~~Entry~~Other ~~into a Material Definitive Agreement.~~Events

On ~~September~~December 191, 2025, ~~Cyclerion~~Akebia Therapeutics, Inc. (~~the~~ “~~Company~~Akebia”) ~~and~~publicly ~~the~~announced ~~Massachusetts~~that ~~Institute~~it ofhas ~~Technology~~recently ~~(“MIT”)~~initiated ~~entered~~Phase ~~into~~2 aclinical ~~Patent~~trials ~~License~~for ~~Agreement (~~the ~~“License~~treatment ~~Agreement”)~~of ~~pursuant~~focal tosegmental ~~which~~glomerulosclerosis (“FSGS”) ~~MIT~~using ~~granted~~Praliciguat, toan ~~the~~oral ~~Company~~soluble anguanylate ~~exclusive~~cyclase ~~worldwide~~licensed ~~license~~ to ~~develop~~Akebia ~~and~~by ~~commercialize~~Cyclerion ~~products using certain technology for the treatment of neuropsychiatric disorders~~Therapeutics, ~~such~~Inc. ~~as depression, in humans~~(Cyclerion”).

~~Under~~Pursuant to the terms of ~~the~~Amendment ~~License~~#1 ~~Agreement,~~to the ~~Company~~License ~~will~~Agreement ~~pay~~by toand ~~MIT~~between aAkebia ~~nominal~~and ~~upfront payment~~Cyclerion, ~~and~~upon ~~MIT~~initiation ~~will~~(defined beas ~~eligible~~first topatient ~~receive~~dosed) ~~up to $4.4 million upon the achievement~~ of ~~certain~~a ~~development,~~Phase ~~regulatory~~2 ~~and~~clinical ~~sales~~trial ~~milestone payments. MIT will also receive tiered royalties~~ in ~~a range of percentages in~~ the ~~low~~U.S. ~~single~~for ~~digits~~a ~~based~~product, ona ~~future~~$1.0 million ~~net~~regulatory ~~sales~~milestone ofpayment ~~licensed~~would ~~products~~be asdue ~~set~~to ~~forth~~Cyclerion. inAt ~~the~~this ~~License Agreement. Further~~time, ~~the~~Akebia ~~Company~~has isstated ~~required~~that toit ~~pay~~currently ~~MIT~~expects ~~varying percentages of income received as consideration for any sublicenses granted pursuant~~ to ~~the~~dose ~~License~~its ~~Agreement~~first ~~depending~~patient onwith ~~the~~Praliciguat ~~circumstances~~in of the ~~sublicense~~Phase ~~and~~II ~~the~~study ~~development~~in ~~milestones of sublicensed products~~2026.

~~The~~Disclaimer ~~Company~~on ~~will~~Forward-Looking beStatements responsible for developing and seeking regulatory approval of the licensed products. Following regulatory approval, the Company will be responsible for commercializing the licensed products in the jurisdiction in which regulatory approval is obtained. MIT will be responsible for filing, prosecuting and maintaining all of the licensed patent rights in cooperation with the Company.

~~The~~This ~~term~~current report on Form 8-K contains forward-looking statements within the meaning of the ~~License~~U.S. ~~Agreement~~Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding planned Phase 2 clinical studies which Akebia has announced it has recently initiated for use of Praliciguat in treating FSGS and if and when Akebia will ~~expire~~begin dosing patients in ~~its~~the ~~entirety~~Phase ~~upon~~II clinical trial. Statements regarding the ~~expiration~~Company’s ofbusiness ~~certain~~and ~~patent~~announcements ~~rights~~by ~~for~~Akebia regarding the ~~licensed~~use ~~patents~~of Praliciguat in FSGS that are not historical facts may be “forward-looking statements” that involve risks and uncertainties. Forward-looking statements are based on management’s current, ~~unless~~preliminary ~~earlier~~expectations ~~terminated~~(based on information publicly disclosed by Akebia) and are subject to risks and uncertainties that could cause actual results to differ from the ~~parties~~results predicted. These risks and uncertainties include risks and uncertainties included under the heading “Risk Factors” in ~~accordance~~the Company’s most recent Annual Report on Form 10-K, as updated by its subsequent filings with the ~~terms~~SEC, all of which are available on the ~~License~~Company’s ~~Agreement~~investor relations website at http://www.cyclerion.com and on the SEC’s website at http://www.sec.gov. Undue reliance should not be placed on forward-looking statements, which speak only as of the date they are made. The Company undertakes no obligation to update publicly any forward-looking statements to reflect new information, events, or circumstances after the date they were made, or to reflect the occurrence of unanticipated events.

~~The~~SIGNATURE foregoing description of the terms of the License Agreement is not complete and is qualified in its entirety by reference to the text of the License Agreement, a copy of which the Company intends to file as an exhibit to its Quarterly Report on Form 10-Q for the period ended September 30, 2025.

~~Item~~Pursuant ~~7.01~~to ~~Regulation~~the FDrequirements ~~Disclosure~~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.

On September 23, 2025, the Company issued a press release announcing its entry into the License Agreement and relaunch as a neuropsychiatric company.

In addition, the Company has prepared an investor presentation with respect to the License Agreement and relaunch as a neuropsychiatric company.

A copy of the press release and investor presentation are attached to this Current Report on Form 8-K as Exhibit 99.1 and Exhibit 99.2, respectively, and incorporated herein by reference. The exhibits furnished under Item 7.01 of this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act, regardless of any general incorporation language in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press release, dated September 23, 2025
99.2		Investor Presentation, dated September 24, 2025.
104		Cover Page Interactive Data File (formatted as Inline XBRL).

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: December 1, 2025

/s/ Regina Graul

Regina Graul

President and Chief Executive Officer

Filing Compare · Cyclerion Therapeutics, Inc.