0000904454-20-000173.txt : 20200213 0000904454-20-000173.hdr.sgml : 20200213 20200213170722 ACCESSION NUMBER: 0000904454-20-000173 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200213 DATE AS OF CHANGE: 20200213 SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90979 FILM NUMBER: 20611881 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MFN Partners Management, LP CENTRAL INDEX KEY: 0001732811 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 222 BERKELEY STREET, 13TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-443-2040 MAIL ADDRESS: STREET 1: 222 BERKELEY STREET, 13TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 SC 13G/A 1 s13ga_021020-cyclerion.htm SCH 13G/A FILING BY MFN PARTNERS FOR ISSUER CYCLERION THERAPEUTICS, TO BE FILED FEB. 2020
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*
CYCLERION THERAPEUTICS, INC.
(Name of Issuer)
 
Common Shares, no par value per share
(Title of Class of Securities)
 
23255M105
(CUSIP Number)
 
Cyclerion Therapeutics, Inc., 301 Binney Street, Cambridge, MA 02142
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 31, 2019
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[   ]  Rule 13d-1(b)
[X]  Rule 13d-1(c)
[   ]  Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. 23255M105

1
NAMES OF REPORTING PERSONS
 
MFN Partners, LP
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
 
(a) [   ]
(b) [X]
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
1,487,874
6
SHARED VOTING POWER
 
 
0
7
SOLE DISPOSITIVE POWER
 
 
1,487,874
8
SHARED DISPOSITIVE POWER
 
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,487,874
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
[   ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
5.4% (1)
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
(1) The percentage is based upon 27,468,904 shares of Common Stock of the Issuer outstanding as reported by the Issuer in its Form 10-Q for the quarterly period ended September 30, 2019, dated November 12, 2019.
2
CUSIP NO. 23255M105

1
NAMES OF REPORTING PERSONS
 
MFN Partners GP, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
 
(a) [   ]
(b) [X]
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
1,487,874
6
SHARED VOTING POWER
 
 
0
7
SOLE DISPOSITIVE POWER
 
 
1,487,874
8
SHARED DISPOSITIVE POWER
 
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,487,874
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
[   ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
5.4% (1)
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
OO
(1) The percentage is based upon 27,468,904 shares of Common Stock of the Issuer outstanding as reported by the Issuer in its Form 10-Q for the quarterly period ended September 30, 2019, dated November 12, 2019.

3
CUSIP NO. 23255M105

1
NAMES OF REPORTING PERSONS
 
MFN Partners Management, LP
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
 
(a) [   ]
(b) [X]
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
1,487,874
6
SHARED VOTING POWER
 
 
0
7
SOLE DISPOSITIVE POWER
 
 
1,487,874
8
SHARED DISPOSITIVE POWER
 
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,487,874
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
[   ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
5.4% (1)
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IA
(1) The percentage is based upon 27,468,904 shares of Common Stock of the Issuer outstanding as reported by the Issuer in its Form 10-Q for the quarterly period ended September 30, 2019, dated November 12, 2019.

4
CUSIP NO. 23255M105

1
NAMES OF REPORTING PERSONS
 
MFN Partners Management, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
 
(a) [   ]
(b) [X]
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
1,487,874
6
SHARED VOTING POWER
 
 
0
7
SOLE DISPOSITIVE POWER
 
 
1,487,874
8
SHARED DISPOSITIVE POWER
 
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,487,874
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
[   ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
5.4% (1)
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
OO
(1) The percentage is based upon 27,468,904 shares of Common Stock of the Issuer outstanding as reported by the Issuer in its Form 10-Q for the quarterly period ended September 30, 2019, dated November 12, 2019.

5
CUSIP NO. 23255M105

1
NAMES OF REPORTING PERSONS
 
Farhad Nanji
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
 
(a) [   ]
(b) [X]
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
1,487,874
6
SHARED VOTING POWER
 
 
0
7
SOLE DISPOSITIVE POWER
 
 
1,487,874
8
SHARED DISPOSITIVE POWER
 
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,487,874
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
[   ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
5.4% (1)
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
(1) The percentage is based upon 27,468,904 shares of Common Stock of the Issuer outstanding as reported by the Issuer in its Form 10-Q for the quarterly period ended September 30, 2019, dated November 12, 2019.

6
CUSIP NO. 23255M105

1
NAMES OF REPORTING PERSONS
 
Michael DeMichele
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
 
(a) [   ]
(b) [X]
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
1,487,874
6
SHARED VOTING POWER
 
 
0
7
SOLE DISPOSITIVE POWER
 
 
1,487,874
8
SHARED DISPOSITIVE POWER
 
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,487,874
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
[   ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
5.4% (1)
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
(1) The percentage is based upon 27,468,904 shares of Common Stock of the Issuer outstanding as reported by the Issuer in its Form 10-Q for the quarterly period ended September 30, 2019, dated November 12, 2019.

7
CUSIP NO. 23255M105

Item 1.
  
(a)
Name of Issuer:
 
Cyclerion Therapeutics, Inc.
(b)
Address of Issuer’s Principal Executive Offices:
 
301 Binney Street
Cambridge, MA 02142
Item 2.
  
(a)
Name of Person Filing:
 
This Statement on Schedule 13G is being filed on behalf of:
   
(i)
MFN Partners, LP, a Delaware limited partnership (the “Partnership”)
   
(ii)
MFN Partners GP, LLC, a Delaware limited liability company (“MFN GP”), the General Partner of the Partnership
   
(iii)
MFN Partners Management, LP, a Delaware limited partnership (“MFN Management”), the investment adviser to the Partnership
   
(iv)
MFN Partners Management, LLC, a Delaware limited liability company (“MFN LLC”), the General Partner of MFN Management
   
(v)
Farhad Nanji, in his capacities as managing member of MFN GP and MFN LLC
   
(vi)
Michael DeMichele, in his capacities as managing member of MFN GP and MFN LLC
The Partnership, MFN GP, MFN Management, MFN LLC, Farhad Nanji and Michael DeMichele are sometimes individually referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.”
(b)
Address of Principal Business Office:
 
c/o MFN Partners Management, LP
222 Berkeley St., 13th Floor
Boston, MA 02116
(c)
Citizenship:
 
The Partnership
Delaware
 
MFN GP
Delaware
 
MFN Management
Delaware
 
MFN LLC
Delaware
 
Farhad Nanji
Canada
 
Michael DeMichele
United States
(d)
Title and Class of Securities:
 
Common stock, no par value per share
(e)
CUSIP NO.:
 
23255M105
Item 3.
For statement filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the persons is a:
 
Not applicable
Item 4.
Ownership
For the Partnership, MFN GP, MFN Management, MFN LLC, Farhad Nanji and Michael DeMichele
 
(a)
Amount beneficially owned: 1,487,874
 
(b)
Percent of Class: 5.4%(1)
 
(c)
Number of shares as to which the person has:
   
(i)
Sole power to vote or to direct the vote: 1,487,874
   
(ii)
Shared power to vote to direct the vote: 0
   
(iii)
Sole power to dispose or to direct the disposition of: 1,487,874
   
(iv)
Shared power to dispose or to direct the disposition of: 0
Item 5.
Ownership of Five Percent or Less of a Class.
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [   ]
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
Not applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
 
Not applicable
Item 8.
Identification and Classification of Members of the Group.
 
Not applicable
Item 9.
Notice of Dissolution of Group.
 
Not applicable
Item 10.
Certification.
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
 
(1) The percentage is based upon 27,468,904 shares of Common Stock of the Issuer outstanding as reported by the Issuer in its Form 10-Q for the quarterly period ended September 30, 2019, dated November 12, 2019.

8
CUSIP NO. 23255M105
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.  We also hereby agree to file this statement jointly pursuant to the agreement set forth as Exhibit 1.

Dated:  February 13, 2020

 
MFN PARTNERS, LP
 
 
 
 
 
 
By:
/s/ Jonathan Reisman
 
 
Name:
Jonathan Reisman
 
 
Title:
Authorized Person
 
       
 
MFN PARTNERS GP, LLC
 
 
 
 
 
 
By:
/s/ Jonathan Reisman
 
 
Name:
Jonathan Reisman
 
 
Title:
Authorized Person
 
       
 
MFN PARTNERS MANAGEMENT, LP
 
 
 
 
 
 
By:
/s/ Jonathan Reisman
 
 
Name:
Jonathan Reisman
 
 
Title:
Authorized Person
  
       
 
MFN PARTNERS MANAGEMENT, LLC
  
       
 
By:
/s/ Jonathan Reisman
  
 
Name:
Jonathan Reisman
  
 
Title:
Authorized Person
  
       
 
FARHAD NANJI
  
       
   /s/ Farhad Nanji
  
       
 
MICHAEL DEMICHELE
  
       
   /s/ Michael DeMichele
  
       

9
CUSIP NO. 23255M105

EXHIBIT INDEX

Exhibit 1.
Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.


10
CUSIP NO. 23255M105

Exhibit 1

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of Common Stock of Cyclerion Therapeutics, Inc.

Dated:  February 13, 2020

 
MFN PARTNERS, LP
 
 
 
 
 
 
By:
/s/ Jonathan Reisman
 
 
Name:
Jonathan Reisman
 
 
Title:
Authorized Person
 
       
 
MFN PARTNERS GP, LLC
 
 
 
 
 
 
By:
/s/ Jonathan Reisman
 
 
Name:
Jonathan Reisman
 
 
Title:
Authorized Person
 
       
 
MFN PARTNERS MANAGEMENT, LP
 
 
 
 
 
 
By:
/s/ Jonathan Reisman
 
 
Name:
Jonathan Reisman
 
 
Title:
Authorized Person
  
       
 
MFN PARTNERS MANAGEMENT, LLC
  
       
 
By:
/s/ Jonathan Reisman
  
 
Name:
Jonathan Reisman
  
 
Title:
Authorized Person
  
       
 
FARHAD NANJI
  
       
   /s/ Farhad Nanji  
       
 
MICHAEL DEMICHELE
  
       
   /s/ Michael DeMichele  
       


11