SEC Filing | Cyclerion Therapeutics, Inc.

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Invus Public Equities, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐ (b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Bermuda

View:

Download DOC

Download PDF

Download XLS

SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934*

(Amendment No. )

Cyclerion Therapeutics, Inc.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

23255M105

(CUSIP Number)

January 24, 2020

(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)

☒ 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 the disclosures provided in a prior cover page.

The information required in 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		13G


CUSIP No. 23255M105		13G


CUSIP No. 23255M105		13G


CUSIP No. 23255M105		13G


CUSIP No. 23255M105		13G


CUSIP No. 23255M105		13G


CUSIP No. 23255M105		13G


CUSIP No. 23255M105		13G


CUSIP No. 23255M105		13G


CUSIP No. 23255M105		13G


CUSIP No. 23255M105		13G

Item 1(a).

Name of Issuer:

Cyclerion Therapeutics, Inc. (the “Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices:

301 Binney Street, Cambridge, Massachusetts 02142

Item 2(a).

Name of Person Filing:

Item 2(b).

Address of Principal Business Office or, if none, Residence:

Item 2(c).

Citizenship:

(i) Invus Public Equities, L.P. (“Invus Public Equities”)

750 Lexington Avenue, 30th Floor, New York, NY 10022

Citizenship: Bermuda limited partnership

(ii) Invus Public Equities Advisors, LLC (“Invus PE Advisors”)

750 Lexington Avenue, 30th Floor, New York, NY 10022

Citizenship: Delaware limited liability company

(iii) Invus, L.P.

750 Lexington Avenue, 30th Floor, New York, NY 10022

Citizenship: Bermuda limited partnership

(iv) Invus Advisors, L.L.C. (“Invus Advisors”)

750 Lexington Avenue, 30th Floor, New York, NY 10022

Citizenship: Delaware limited liability company

(v) Artal Treasury Limited (“Artal Treasury”)

PO Box 265, Suite 6, Borough House, Rue du Pre, St. Peter Port, Guernsey GY1 3QU

Citizenship: Guernsey company

(vi) Artal International S.C.A. (“Artal International”)

Valley Park, 44, Rue de la Vallée, L-2661, Luxembourg

Citizenship: Luxembourg limited partnership

(vii) Artal International Management S.A. (“Artal International Management”)

Valley Park, 44, Rue de la Vallée, L-2661, Luxembourg

Citizenship: Luxembourg société anonyme

(viii) Artal Group S.A. (“Artal Group”)

Valley Park, 44, Rue de la Vallée, L-2661, Luxembourg

Citizenship: Luxembourg société anonyme

(ix) Westend S.A. (“Westend”)

Valley Park, 44, Rue de la Vallée, L-2661, Luxembourg

Citizenship: Luxembourg société anonyme

(x) Stichting Administratiekantoor Westend (the “Stichting”)

Ijsselburcht 3 NL-6825 BS Arnhem, The Netherlands

Citizenship: Netherlands foundation

(xi) Mr. Pascal Minne

Rue de l’Industrie 44, B-1000, Bruxelles, Belgium

Citizenship: Belgium

The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.”

Item 2(d).

Title of Class of Securities:

Common Stock, no par value (the “Shares”)

Item 2(e).

CUSIP Number:

23255M105

Item 3.

If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing Is a(n):

This Item 3 is not applicable.

Item 4.

Ownership.

(a) Amount beneficially owned:

As of January 31, 2020, Invus Public Equities directly held 1,850,531 Shares. Invus PE Advisors, as the general partner of Invus Public Equities, controls Invus Public Equities and accordingly may be deemed to beneficially own the Shares held by Invus Public Equities. Artal Treasury, as the managing member of Invus PE Advisors, controls Invus PE Advisors, and accordingly may be deemed to beneficially own the Shares held by Invus Public Equities.

As of January 31, 2020, Invus, L.P. directly held 11,053 Shares. Invus Advisors, as the general partner of Invus, L.P., controls Invus, L.P. and accordingly may be deemed to beneficially own the Shares held by Invus, L.P.

As of January 31, 2020, Artal International, (i) as its Geneva branch is the sole stockholder of Artal Treasury, may be deemed to beneficially own the 1,850,531 Shares that Artal Treasury may be deemed to beneficially own, and (ii) as the managing member of Invus Advisors, may be deemed to beneficially own the 11,053 Shares that Invus Advisors may be deemed to beneficially own. Artal International Management, as the managing partner of Artal International, controls Artal International and, accordingly, may be deemed to beneficially own the Shares that Artal International may be deemed to beneficially own. Artal Group, as the parent company of Artal International Management, controls Artal International Management and, accordingly, may be deemed to beneficially own the Shares that Artal International Management may be deemed to beneficially own. Westend, as the parent company of Artal Group, controls Artal Group and, accordingly, may be deemed to beneficially own the Shares that Artal Group may be deemed to beneficially own. The Stichting, as the parent company of Westend, controls Westend and, accordingly, may be deemed to beneficially own the Shares that Westend may be deemed to beneficially own. Mr. Minne, as the sole member of the board of the Stichting, controls the Stichting and, accordingly, may be deemed to beneficially own the Shares that the Stichting may be deemed to beneficially own.

(b) Percent of class:

Each of the Reporting Persons may be deemed to be the beneficial owner of the percentage of Shares listed on such Reporting Person’s cover page. Calculations of the percentage of Shares beneficially owned assume 27,468,904 Shares outstanding as of November 6, 2019 according to the Issuer’s quarterly report on Form 10-Q filed with Securities and Exchange Commission on November 12, 2019.

Invus Public Equities, Invus PE Advisors and Artal Treasury:

(i)

Sole power to vote or to direct the vote:

1,850,531

(ii)

Shared power to vote or to direct the vote:

(iii)

Sole power to dispose or to direct the disposition of:

1,850,531

(iv)

Shared power to dispose or to direct the disposition of:

Invus, L.P. and Invus Advisors:

(i)

Sole power to vote or to direct the vote:

11,053

(ii)

Shared power to vote or to direct the vote:

(iii)

Sole power to dispose or to direct the disposition of:

11,053

(iv)

Shared power to dispose or to direct the disposition of:

Artal International, Artal International Management, Artal Group, Westend, The Stichting and Mr. Minne:

(i)

Sole power to vote or to direct the vote:

1,861,584

(ii)

Shared power to vote or to direct the vote:

(iii)

Sole power to dispose or to direct the disposition of:

1,861,584

(iv)

Shared power to dispose or to direct the disposition of:

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 five percent of the class of securities, check the following ☐.

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person.

This Item 6 is not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

This Item 7 is not applicable.

Item 8.

Identification and Classification of Members of the Group.

This Item 8 is not applicable.

Item 9.

Notice of Dissolution of Group.

This Item 9 is not applicable.

Item 10.

Certification.

Each of the Reporting Persons hereby makes the following 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.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

INVUS PUBLIC EQUITIES, L.P.

By: INVUS PUBLIC EQUITIES ADVISORS, LLC, its general partner



By:		/s/ Raymond Debbane
Name:		Raymond Debbane
Title:		President


INVUS PUBLIC EQUITIES ADVISORS, LLC

By:		/s/ Raymond Debbane
Name:		Raymond Debbane
Title:		President

INVUS, L.P.

By: INVUS ADVISORS, L.L.C., its general partner



By:		/s/ Raymond Debbane
Name:		Raymond Debbane
Title:		President


INVUS ADVISORS, L.L.C.

By:		/s/ Raymond Debbane
Name:		Raymond Debbane
Title:		President


ARTAL TREASURY LIMITED

By:		/s/ Keith Le Poidevin
Name:		Keith Le Poidevin
Title:		Director

ARTAL INTERNATIONAL S.C.A.

By: ARTAL INTERNATIONAL MANAGEMENT S.A., its managing partner



By:		/s/ Anne Goffard
Name:		Anne Goffard
Title:		Managing Director


ARTAL INTERNATIONAL MANAGEMENT S.A.



By:		/s/ Anne Goffard
Name:		Anne Goffard
Title:		Managing Director


ARTAL GROUP S.A.

By:		/s/ Anne Goffard
Name:		Anne Goffard
Title:		Authorized Person


WESTEND S.A.

By:		/s/ Pascal Minne
Name:		Pascal Minne
Title:		Director


STICHTING ADMINISTRATIEKANTOOR WESTEND



By:		/s/ Pascal Minne
Name:		Pascal Minne
Title:		Sole Member of the Board

MR. PASCAL MINNE

/s/ Pascal Minne

Dated: February 3, 2020

EXHIBIT INDEX


Exhibit Number		Title

1.		Joint Filing Agreement

EX-1

EXHIBIT 1

JOINT FILING AGREEMENT

The undersigned agree that the statement on Schedule 13G with respect to the common stock, no par value, of Cyclerion Therapeutics, Inc., dated as of February 3, 2020, is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of them pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

INVUS PUBLIC EQUITIES, L.P.

By: INVUS PUBLIC EQUITIES ADVISORS, LLC, its general partner



By:		/s/ Raymond Debbane
Name:		Raymond Debbane
Title:		President


INVUS PUBLIC EQUITIES ADVISORS, LLC

By:		/s/ Raymond Debbane
Name:		Raymond Debbane
Title:		President

INVUS, L.P.

By: INVUS ADVISORS, L.L.C., its general partner



By:		/s/ Raymond Debbane
Name:		Raymond Debbane
Title:		President


INVUS ADVISORS, L.L.C.

By:		/s/ Raymond Debbane
Name:		Raymond Debbane
Title:		President


ARTAL TREASURY LIMITED

By:		/s/ Keith Le Poidevin
Name:		Keith Le Poidevin
Title:		Director

ARTAL INTERNATIONAL S.C.A.

By: ARTAL INTERNATIONAL MANAGEMENT S.A., its managing partner



By:		/s/ Anne Goffard
Name:		Anne Goffard
Title:		Managing Director


ARTAL INTERNATIONAL MANAGEMENT S.A.



By:		/s/ Anne Goffard
Name:		Anne Goffard
Title:		Managing Director


ARTAL GROUP S.A.

By:		/s/ Anne Goffard
Name:		Anne Goffard
Title:		Authorized Person


WESTEND S.A.

By:		/s/ Pascal Minne
Name:		Pascal Minne
Title:		Director


STICHTING ADMINISTRATIEKANTOOR WESTEND



By:		/s/ Pascal Minne
Name:		Pascal Minne
Title:		Sole Member of the Board

MR. PASCAL MINNE

/s/ Pascal Minne

Dated: February 3, 2020