0001140361-23-026101.txt : 20230522 0001140361-23-026101.hdr.sgml : 20230522 20230522204309 ACCESSION NUMBER: 0001140361-23-026101 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230519 FILED AS OF DATE: 20230522 DATE AS OF CHANGE: 20230522 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hecht Peter M CENTRAL INDEX KEY: 0001478485 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38787 FILM NUMBER: 23946294 MAIL ADDRESS: STREET 1: C/O CYCLERION THERAPEUTICS, INC. STREET 2: 301 BINNEY STREET CITY: CAMBRIDGE STATE: MA ZIP: 02142 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Cyclerion Therapeutics, Inc. CENTRAL INDEX KEY: 0001755237 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 831895370 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 301 BINNEY STREET CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 617-621-7722 MAIL ADDRESS: STREET 1: 301 BINNEY STREET CITY: CAMBRIDGE STATE: MA ZIP: 02142 4 1 form4.xml X0407 4 2023-05-19 0001755237 Cyclerion Therapeutics, Inc. CYCN 0001478485 Hecht Peter M C/O CYCLERION THERAPEUTICS, INC. 245 FIRST STREET, 18TH FLOOR CAMBRIDGE MA 02142 true true true Chief Executive Officer false Common Stock 2023-05-19 4 A 0 225000 8.68 A 327385 D Common Stock 24 I The 2000 Trust for Alexis Mae Hecht Common Stock 24 I The 2000 Trust for Malcolm Peter Hecht Common Stock 24 I The 2000 Trust for Zoe Niovi Hecht Series A Convertible Preferred Stock 0 2023-05-19 4 A 0 351037 8.68 A Common Stock 351037 351037 D On May 19, 2023, the reporting person purchased directly from the Issuer 225,000 shares of Common Stock and 351,037 shares of Series A Convertible Preferred Stock (the "Series A Preferred Stock") for a total purchase price of approximately $5,000,000 (or $8.68 per share) in a private placement transaction pursuant to the Stock Purchase Agreement dated as of March 31, 2023 between the reporting person and the Issuer. The Series A Preferred Stock may be converted to Common Stock on a one-for-one basis at the option of the holder thereof. The reporting person has agreed not to convert his Series A Preferred Stock to the extent such conversion would require shareholder approval pursuant to Nasdaq listing rules and such shareholder approval has not been obtained. These shares are held in the referenced trust for the benefit of the reporting person's child. The reporting person's spouse is the trustee of this trust. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or any other purpose. All numbers presented above reflect share amounts and price information after giving effect to the 1-for-20 reverse stock split the Issuer effected on May 15, 2023, which was previously announced in the Current Report on Form 8-K filed by the Issuer on the same date. Immediately prior to the transaction reported herein, the reporting person directly held 2,047,698 shares of Common Stock on a pre-split basis (or 102,385 shares of Common Stock on a post-split basis). /s/ Gary J. Simon, Attorney-in-Fact 2023-05-22