Welcome to our dedicated page for Cyclerion Therapeutics SEC filings (Ticker: CYCN), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
This page provides access to U.S. Securities and Exchange Commission filings for Cyclerion Therapeutics, Inc. (CYCN), a Nasdaq-listed clinical-stage biopharmaceutical company focused on neuropsychiatric diseases and treatment-resistant depression. These regulatory documents offer detailed insight into Cyclerion’s material agreements, strategy shifts, governance, and capital structure.
Among the key filings are current reports on Form 8-K that describe significant corporate events. For example, Cyclerion has filed an 8-K outlining a patent license agreement with the Massachusetts Institute of Technology, under which MIT granted the company an exclusive worldwide license to develop and commercialize products using certain technology for the treatment of neuropsychiatric disorders, such as depression, in humans. The filing explains milestone payment obligations, royalty ranges, sublicensing economics, and responsibilities for patent prosecution and maintenance.
Other 8-K filings detail shareholder meeting results, including the election of directors, advisory votes on executive compensation, and auditor ratification. These documents also record actions such as reverse stock splits and provide information on Nasdaq listing matters. Together with annual and quarterly reports, these filings help investors understand Cyclerion’s evolution from an sGC-focused company to a neuropsychiatric-focused organization and its approach to monetizing legacy assets through sales, licenses, and option agreements.
On Stock Titan, Cyclerion’s SEC filings are updated as they are posted to the EDGAR system. AI-powered tools summarize lengthy documents, highlight key terms in agreements, and surface items such as milestone structures, royalty provisions, and board or shareholder decisions. Users can also review insider and governance-related disclosures where applicable, using these structured summaries to navigate complex regulatory texts more efficiently.
Cyclerion Therapeutics entered into a definitive Merger Agreement to combine with Korsana Biosciences. The transaction contemplates a two-step merger structure intended to qualify as a tax-free reorganization under Section 368(a). Concurrently, investors agreed to a Private Placement for approximately $380M to fund the combined company. On a pro forma basis (and prior to the described financing), pre-Merger Korsana stockholders are expected to own approximately 1.5% of the combined company and pre-Merger Cyclerion shareholders approximately 98.5%. The deal includes a Beneficial Ownership Limitation (initially up to 14.99%) and use of pre-funded warrants for excess shares, creation of a non-voting Series B Preferred Stock convertible into 1,000 shares of Cyclerion common stock with a conversion cap of 19.99%, a Contingent Value Right plan for pre-Merger Cyclerion shareholders, and customary closing conditions including shareholder approvals, Nasdaq listing approval, HSR clearance and receipt of not less than $150,000,000 under a securities purchase agreement. The transaction was approved by both Boards and is expected to close in Q3 2026, subject to the stated conditions. Cyclerion amended the CEO offer letter to provide a change-of-control bonus of up to $150,000, nine months’ severance, accelerated vesting on certain terminations and health premium contributions for 12 months.
Cyclerion Therapeutics agreed to merge with privately held Korsana Biosciences in an all‑stock transaction that effectively hands control to Korsana. Based on the agreed exchange ratio and before the large financing, pre‑merger Korsana stockholders are expected to own approximately 98.5% of the combined company, with pre‑merger Cyclerion shareholders owning about 1.5%.
Concurrently, Korsana investors committed approximately $380 million in a private placement expected to fund operations into 2029 and support development of lead Alzheimer’s candidate KRSA‑028. Cyclerion shareholders will also receive contingent value rights tied to future monetization of legacy assets, while the company plans to rename itself Korsana Biosciences, implement a reverse stock split, create new Series B non‑voting convertible preferred stock and reconstitute the board under Korsana’s leadership.
Cyclerion Therapeutics outlines a major strategic shift toward developing CYC-126, an anesthetic-based, technology-enabled treatment for treatment-resistant depression (TRD), while monetizing legacy soluble guanylate cyclase (sGC) assets through licensing and its equity stake in Tisento Therapeutics.
The company signed a license with MIT for TRD-related IP with up to $4.4 million in milestones and a collaboration and option-to-license agreement with Medsteer SAS with up to $3.7 million in milestones, plus low single-digit royalties to both partners. CYC-126 is planned to enter a Phase 2 proof-of-concept trial in Australia in the second half of 2026, with U.S. enrollment expected in the first half of 2027.
Cyclerion continues to benefit from its praliciguat out-license to Akebia, having received a $1.0 million Phase 2 initiation milestone in 2026 and being eligible for up to approximately $557.5 million in future milestones and tiered mid-single-digit to twenty percent royalties. However, the company reported a net loss of $3.5 million in 2025, ended the year with $3.2 million in cash and cash equivalents, and explicitly states there is substantial doubt about its ability to continue as a going concern without near-term capital raises.
Cyclerion Therapeutics reported progress on CYC-126, its lead neuropsychiatric therapy for treatment-resistant depression. The company received positive written feedback from the FDA on the design of a Phase 2 proof-of-concept study and the overall regulatory pathway, helping support its planned IND submission.
The planned trial is a randomized, double-blind, two-part study in adults with treatment-resistant depression, using FDA-accepted endpoints such as the MADRS scale. Cyclerion aims to start the Phase 2 study in the second half of 2026, with first patients in Australia and U.S. enrollment beginning in the first half of 2027.
The company also formed a five-member Clinical Advisory Board of leaders in neuropsychiatry, anesthesiology, and clinical development to guide CYC-126 and broader pipeline strategy. The press release reiterates forward-looking risks, including regulatory uncertainty, funding needs, and substantial doubt about the company’s ability to continue as a going concern referenced in prior filings.
Cyclerion Therapeutics entered into a Collaboration and Option Agreement with Medsteer, SAS. Medsteer granted Cyclerion a non-exclusive, worldwide, royalty-free license to use certain Medsteer technology and software to jointly develop an anesthetic delivery system, and also granted Cyclerion an exclusive option to obtain a worldwide, royalty-bearing license to develop or commercialize related products in the defined Company Field.
The option may be exercised at Cyclerion’s discretion during an initial two-year period, which can be extended by an additional two years upon payment of a nominal fee or by mutual agreement. Medsteer is eligible for up to $3.7 million in development, regulatory and sales milestone payments, plus annual and low single-digit percentage royalties on future net sales. Cyclerion and Medsteer will jointly own know-how from the collaboration, and Cyclerion receives a right of first negotiation on transactions involving that know-how. The company also issued a press release and investor presentation updating progress on CYC-126, its lead product candidate.
Cyclerion Therapeutics (CYCN) reported Q3 2025 results. Revenue was $875,000, up from $194,000 a year ago, driven mainly by $800,000 from an Akebia material purchase. The company posted a net loss of $976,000 (vs. $723,000), while year‑to‑date net loss improved to $2.7 million from $3.6 million.
Cash and cash equivalents were $4.6 million at September 30, 2025. Stockholders’ equity stood at $9.5 million. The company raised capital through a private placement (499,998 shares for approximately $1.375 million gross) and an ATM program (604,166 shares for $1.8 million net in Q3), with an additional 111,054 ATM shares sold for about $0.3 million after quarter‑end. Shares outstanding were 3,925,314 as of November 10, 2025.
Cyclerion signed a Patent License Agreement with MIT in September 2025 related to neuropsychiatric disorders, with up to $4.4 million in potential milestones and low single‑digit royalties. The olinciguat option expired without a license. Management states cash is expected to fund operations into Q2 2026, yet there is substantial doubt about the company’s ability to continue as a going concern absent additional financing.
Cyclerion Therapeutics filed an amended annual report (10-K/A) to add a missing “Critical Audit Matter” paragraph to the auditor’s report; the financial statements and notes are otherwise unchanged from the original filing.
For 2024, Cyclerion reported revenue of $2,000 thousand (license $1,750 thousand and option $250 thousand), operating expenses of $5,628 thousand, and a net loss of $3,057 thousand, narrower than 2023. Cash and cash equivalents were $3,232 thousand as of December 31, 2024. The auditor included a going concern emphasis, and management disclosed that cash is expected to fund operations through mid-2025, indicating substantial doubt about the company’s ability to continue as a going concern.
The amended audit report identifies the assessment of impairment indicators for a $5,350 thousand investment in Tisento Therapeutics Holdings Inc. as a critical audit matter; no impairment was recognized as of December 31, 2024. Under an amended Akebia license, Cyclerion received $1,250 thousand in December 2024 and is due $500 thousand in September 2025 in amendment payments, with eligibility for additional milestones. Shares outstanding were 2,710,096 as of February 28, 2025; 2,545,922 were outstanding as of December 31, 2024.
Cyclerion Therapeutics, Inc. entered into a Patent License Agreement with the Massachusetts Institute of Technology granting Cyclerion an exclusive worldwide license to develop and commercialize products using certain technology for treating neuropsychiatric disorders, such as depression, in humans. Cyclerion will pay MIT a nominal upfront amount and MIT may receive up to $4.4 million in development, regulatory and sales milestone payments, plus tiered royalties in low single-digit percentages on future net sales of licensed products.
Cyclerion will be responsible for development, regulatory approvals and commercialization of licensed products, while MIT will handle filing, prosecution and maintenance of the licensed patent rights in cooperation with Cyclerion. The license term runs until specified patent rights expire, subject to earlier termination under the agreement. Cyclerion also announced its relaunch as a neuropsychiatric company and furnished a press release and investor presentation describing the license and strategic relaunch.
Cyclerion Therapeutics, Inc. (CYCN) reported that Chief Financial Officer Rhonda M. Chicko was granted an option to purchase 25,000 shares of common stock at an exercise price of $2.355 per share. The grant, reported with a transaction date of 08/07/2025, is under the 2019 Equity Incentive Plan. Of the 25,000 shares, 8,750 are immediately exercisable and 16,250 vest in monthly installments beginning August 31, 2025 and ending February 28, 2028, subject to continued service. The option expires August 6, 2035, and the reporting person is shown as the direct beneficial owner of the 25,000 option shares following the transaction.