8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 7, 2024 (August 7, 2024)

CYCLERION THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Massachusetts	001-38787	83-1895370
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

245 First Street, 18^th Floor

Cambridge, Massachusetts 02142

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (857) 327-8778

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, no par value	CYCN	The Nasdaq Stock Market LLC (Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 7.01 REGULATION FD DISCLOSURE.

On August 7, 2024, the Company issued a press release entitled “Regina Graul, Ph.D., Promoted to Chief Executive Officer.” The full text of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1. The press release was also simultaneously filed on the Company’s website. The information in this Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

EXHIBIT INDEX

Exhibit Number	Exhibit Title
99.1	Press release dated August 7, 2024, titled “Regina Graul, Ph.D., Promoted to Chief Executive Officer.”
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Cyclerion Therapeutics, Inc.
Dated: August 7, 2024	By:	/s/ Regina Graul
	Name:	Regina Graul, Ph.D.
	Title:	President and Chief Executive Officer
		(Principal Executive Officer)

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EX-99.1

Exhibit 99.1

Regina Graul, Ph.D., Promoted to Chief Executive Officer

CAMBRIDGE, Mass., August 7, 2024 – Cyclerion Therapeutics, Inc. (Nasdaq: CYCN), today announced that Regina Graul, Ph.D., has been promoted to Chief Executive Officer, President, and member of the Board of Directors. Since Dr. Graul joined Cyclerion as President in early December 2023, she has strengthened all aspects of the company. She has been working closely with the Board of Directors to prioritize building shareholder value by reducing Cyclerion’s operating costs while leading a world-class search and evaluation team, currently triaging multiple business development prospects for which Cyclerion believes it is well suited.

“From the day Regina arrived at Cyclerion, she has done impressive work, quickly assessing the state of the company, challenging the status quo and executing on strategic objectives. She has been the momentum, driving the assessment of new therapies for patients, and looking for ways to enhance value for shareholders,” said Errol DeSouza, Ph.D., Chairperson of Cyclerion Therapeutics. “What Cyclerion has accomplished under her leadership in this short time is notable, and we have great confidence in her ability to steer Cyclerion to a new era of growth and success.”

“I am enthusiastic about stepping into the CEO role and continuing to shepherd the evolution of Cyclerion.” said Dr. Graul. “In partnership with the finance team, we have reduced operational costs while forming a top-notch diligence team – comprised of external experts in their respective fields – currently in advanced stages of conducting promising asset evaluations. With multiple exciting possibilities to choose from, we look forward to building a vibrant new future for Cyclerion.”

Graul continued, “I have a clear view of the amount of work and risks that we are facing, but I believe we have the know-how and grit to build upon Cyclerion’s current foundation to achieve new heights and unlock value for both patients and shareholders.”

About Regina Graul

Dr. Graul has a proven track record of being a catalyst for progress across a variety of positions in the biopharmaceutical industry over the past 20+ years. She is a growth-oriented leader, prioritizing innovation and nurturing a culture of creativity. Prior to her appointment as President in December 2023, Regina was Vice President at EQRx, where she led, in parallel, multiple large cross-functional development teams in oncology. Previously, she served as the head of internal innovation, was a strategic program leader, and partnered with business development to identify licensing opportunities at Cyclerion. Her industry career began at Ironwood Pharmaceuticals (formerly Microbia Inc.) after completing a postdoctorate at MIT, as a medicinal chemist inventing molecules that transitioned to the clinic. She received her Ph.D. in synthetic organic chemistry from Rice University and her B.A. in chemistry from Saint Anselm College.

Forward Looking Statement

Certain matters discussed in this press release are “forward-looking statements”. We may, in some cases, use terms such as “predicts,” “believes,” “potential,” “continue,” “estimates,” “anticipates,” “expects,” “plans,” “intends,” “may,” “could,” “might,” “will,” “should”, “positive”, or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements. These statements involve risks,

uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. Although we believe that we have a reasonable basis for each forward-looking statement contained in this press release, we caution you that these statements are based on a combination of facts and factors currently known by us and our projections of the future, about which we cannot be certain. Forward-looking statements in this press release include, but are not limited to, statements about pursuing collaborations, licenses, mergers, acquisitions and/or other targeted investments aimed at enhancing shareholder value. We cannot assure you that the forward-looking statements in this press release will prove to be accurate. Furthermore, if the forward-looking statements prove to be inaccurate, the inaccuracy may be material. Actual performance and results may differ materially from those projected or suggested in the forward-looking statements due to various risks and uncertainties, including, those under the heading “Risk Factors” in our Annual Report on Form 10-K filed with the SEC on March 5, 2024, and in our Form 10-Q filed with the SEC on August 7, 2024, as well as our subsequent SEC filings. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. The forward-looking statements are made only as of the date of this press release and the Company undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

Contacts

Investor & Media Relations

Email: IR@cyclerion.com

XML

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Document Type	8-K
Document Period End Date	Aug. 07, 2024
Entity Registrant Name	CYCLERION THERAPEUTICS, INC.
Entity Incorporation State Country Code	MA
Entity File Number	001-38787
Entity Tax Identification Number	83-1895370
Entity Address, Address Line One	245 First Street
Entity Address, Address Line Two	18th Floor
Entity Address, City or Town	Cambridge
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02142
City Area Code	(857)
Local Phone Number	327-8778
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Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, no par value
Trading Symbol	CYCN
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Entity Ex Transition Period	false