0001140361-21-000821.txt : 20210111 0001140361-21-000821.hdr.sgml : 20210111 20210111174518 ACCESSION NUMBER: 0001140361-21-000821 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210101 FILED AS OF DATE: 20210111 DATE AS OF CHANGE: 20210111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gault Cheryl CENTRAL INDEX KEY: 0001839046 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38787 FILM NUMBER: 21521821 MAIL ADDRESS: STREET 1: CYCLERION THERAPEUTICS, INC. STREET 2: 245 FIRST STREET, 18TH FLOOR 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 3 1 form3.xml FORM 3 X0206 3 2021-01-01 0 0001755237 Cyclerion Therapeutics, Inc. CYCN 0001839046 Gault Cheryl C/O CYCLERION THERAPEUTICS, INC. 245 FIRST STREET, 18TH FLOOR CAMBRIDGE MA 02142 true Chief Operating Officer Common Stock 8500 D Common Stock 794 D Employee Stock Option (Right to Buy) 14.4 2023-02-01 Common Stock 526 D Employee Stock Option (Right to Buy) 11.95 2023-12-16 Common Stock 257 D Employee Stock Option (Right to Buy) 15.54 2024-03-03 Common Stock 1379 D Employee Stock Option (Right to Buy) 14.87 2024-11-03 Common Stock 1999 D Employee Stock Option (Right to Buy) 17.2 2025-03-16 Common Stock 975 D Employee Stock Option (Right to Buy) 11.61 2025-08-03 Common Stock 1254 D Employee Stock Option (Right to Buy) 12.11 2025-12-15 Common Stock 8804 D Employee Stock Option (Right to Buy) 11.28 2026-03-01 Common Stock 5533 D Employee Stock Option (Right to Buy) 17.33 2026-12-16 Common Stock 9526 D Employee Stock Option (Right to Buy) 18.47 2027-02-27 Common Stock 13609 D Employee Stock Option (Right to Buy) 19.04 2027-03-01 Common Stock 6742 D Employee Stock Option (Right to Buy) 17.31 2027-12-15 Common Stock 3001 D Employee Stock Option (Right to Buy) 16.02 2028-02-21 Common Stock 27863 D Employee Stock Option (Right to Buy) 14.21 2029-01-29 Common Stock 30273 D Employee Stock Option (Right to Buy) 10.1 2029-09-06 Common Stock 10937 D Employee Stock Option (Right to Buy) 2.48 2030-11-04 Common Stock 1562 D Employee Stock Option (Right to Buy) 19.04 2027-03-01 Common Stock 568 D Employee Stock Option (Right to Buy) 17.31 2027-12-15 Common Stock 1588 D Employee Stock Option (Right to Buy) 16.02 2028-02-21 Common Stock 14760 D Employee Stock Option (Right to Buy) 14.21 2029-01-29 Common Stock 34063 D Employee Stock Option (Right to Buy) 10.1 2029-09-06 Common Stock 24063 D Employee Stock Option (Right to Buy) 2.01 2029-11-22 Common Stock 75000 D Employee Stock Option (Right to Buy) 2.48 2030-11-04 Common Stock 73438 D Includes 7,204 shares acquired under the Issuer's 2019 Employee Stock Purchase Plan. Consists of shares underlying unvested restricted stock units ("RSUs"), each representing the right to receive one share of Common Stock, granted on April 1, 2019, and received as a result of the equitable adjustment of outstanding RSUs held prior to the spin-off of the Issuer from its predecessor, effective April 1, 2019 (the "Separation") that will vest on November 18, 2021. These stock options are fully exercisable and were granted by the Issuer's predecessor and were equitably adjusted into stock options of the Issuer pursuant to the Separation. These stock options were issued under the Issuer's 2019 Equity Incentive Plan and are fully exercisable. These stock options vest and become exercisable ratably on the thirteenth day of each month until and including February 13, 2021. These stock options vest and become exercisable ratably on the fifteenth day of each month until and including December 15, 2021. These stock options vest and become exercisable ratably on the first day of each month until and including January 1, 2022 These stock options vest and become exercisable ratably on the first day of each month until and including January 1, 2023. These stock options vest and become exercisable ratably on the sixth day of each month until and including September 6, 2023. These stock options vest and become exercisable upon the attainment of both performance-based and service-based hurdles, as follows: (i) 20% of the shares subject to the option, if the average closing price of the common stock reported by Nasdaq for any thirty (30) consecutive trading days equals or exceeds $10; plus an additional (ii) 40% of the shares, if the average closing price equals or exceeds $20; plus an additional (iii) 40% of the shares, if the average closing price equals or exceeds $30; in each case, subject to the continuous employment or service through the later of the date that the performance hurdles set forth above are attained (but no later than December 31, 2024) and December 31, 2021. To the extent unvested as of December 31, 2024, all of these performance-based options will be cancelled. These stock options vest and becomes exercisable ratably on the fourth day of each month until and including November 4, 2024. Exhibit 24 - Power of Attorney By: /s/ Cheryl Gault 2021-01-11 EX-24 2 brhc10018818-ex24.htm EXHIBIT 24
Exhibit 24

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of David Slatcher, Anjeza Gjino and Gary J. Simon signing singly, as the undersigned’s true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of Cyclerion Therapeutics, Inc. (the “Company”), a Form ID, including amendments thereto, and any other related documents necessary or appropriate to obtain from the Electronic Data Gathering and Retrieval System of the United States Securities and Exchange Commission (the “SEC”) the codes, numbers and passphrases enabling the undersigned to make electronic filings with the SEC as required under the United States Securities Act of 1933, as amended, pursuant to Rule 506(b) of Regulation D promulgated thereunder Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Act”), and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form ID, 3, 4 or 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all
the acts such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that each of the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 16 of the Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms ID, 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to each of the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 4th day of January, 2021.

By:

/s/ Cheryl Gault

Print Name:

Cheryl Gault