Cyclerion Therapeutics Announces Merger Closing and 1-for-7 Reverse Stock Split

What Happened

• Cyclerion Therapeutics filed an 8-K dated September 11, 2026 reporting the consummation of its previously disclosed merger (the “Merger”) and several related corporate actions effective September 8, 2026. The company ceased to be a shell company as of the Closing Date and filed articles of amendment to effect a 1-for-7 reverse stock split and a company name change (effective 8:46 a.m. and 8:50 a.m. EDT on September 8, 2026, respectively).
• Cyclerion also filed articles designating Series B Preferred Stock, increased authorized common shares from 400,000,000 to 700,000,000, adopted a new Code of Business Conduct and Ethics, and entered into indemnification agreements with its directors and executive officers. Korsana’s interim financials and pro forma combined financial information are included as exhibits to the 8‑K.

Key Details

• Reverse Stock Split: 1-for-7, effective 8:46 a.m. EDT on Sep 8, 2026; no fractional shares issued—fractional interests will be paid in cash based on Nasdaq closing price on Sep 8, 2026.
• Shares Outstanding: Approximately 45.5 million shares of common stock issued and outstanding immediately following the Reverse Stock Split and Merger. New CUSIP: 23255M303.
• Financial disclosures: Korsana’s unaudited interim condensed consolidated financial statements for the six months ended June 30, 2026 (Exhibit 99.2), Korsana MD&A (Exhibit 99.3), and unaudited pro forma condensed combined financial information of Cyclerion and Korsana (Exhibit 99.4) were furnished.
• Governance and corporate actions: Articles filed to designate Series B Preferred Stock; Board adopted a new Code of Conduct effective Sep 8, 2026; indemnification agreements executed with directors and executive officers on Sep 8, 2026.

Why It Matters

• The Merger and the reverse split materially change the company’s capitalization and trading profile: a smaller post-split share count (~45.5M) and a new CUSIP/name may affect liquidity, ticker tracking, and shareholder records.
• Investors now have access to Korsana’s interim financials and pro forma combined statements to evaluate the merged company’s recent financial position and results.
• Designation of Series B Preferred Stock, the authorized share increase, and new governance documents (Code of Conduct, indemnification agreements) affect corporate governance and capital structure going forward—important items for shareholders monitoring dilution, control, or governance changes.