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): July 26, 2022
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification Number)
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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(Nasdaq Global Select Market)
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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 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers.
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Cyclerion Therapeutics, Inc. (the “Company”) has announced that Steven E. Hyman, M.D., was appointed to the Company’s board of directors (the “Board”) on July 25, 2022. Dr. Hyman’s appointment was made immediately after the Board increased the
size of the Board from eight to nine members. Dr. Hyman also has been appointed by the Board to serve on the Science Committee of the Board.
Dr. Hyman has served as director of the Stanley Center for Psychiatric Research at the Broad Institute of Harvard and MIT and as a Core Faculty Member of the Broad
Institute since February 2012. He has served as a Harvard University Distinguished Service Professor of Stem Cell and Regenerative Biology since July 2011. He has been a member of the board of directors of Q-State Biosciences since November 2020
and Voyager Therapeutics, Inc. since September 2015. From December 2001 to June 2011, he served as Provost of Harvard University, the University’s chief academic officer. From 1996 to 2001, he served as Director of the U.S. National Institute of
Mental Health, where he emphasized investment in neuroscience and emerging genetic technologies. In 2001, he was elected to the Institute of Medicine, later renamed the National Academy of Medicine, where he completed his second term on the
Governing Council from 2012 to 2018, and has chaired the Forum on Neuroscience and Nervous Systems Disorders, which brings together government, industry, patient groups, and academia from 2012 to 2018. He also served on the governing board of the
National Research Council, the operating arm of the U.S. National Academies, from 2016 to 2018. He is a fellow of the American Academy of Arts and Sciences, a fellow of the American Association for the Advancement of Science, former president of
the Society for Neuroscience, former president of the American College of Neuropsychopharmacology, and a Distinguished Life Fellow of the American Psychiatric Association. Dr. Hyman has served as Board Chair of the Charles A. Dana Foundation (NY)
since December 2018. Dr. Hyman received a B.A. from Yale College, an M.A. from the University of Cambridge, which he attended as a Mellon fellow, and an M.D. from Harvard Medical School.
There are no arrangements or understandings between Dr. Hyman and any other person pursuant to which Dr. Hyman was elected to serve as a director, nor are there related
party transactions requiring disclosure pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
| Item 7.01. |
Regulation FD Disclosure.
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On July 26, 2022, the Company issued a press release announcing Dr. Hyman’s appointment to the Board. A copy of the press release is attached hereto
as Exhibit 99.1 and is incorporated by reference herein.
The information set forth in and incorporated by reference into this Item 7.01 is being furnished pursuant to Item 7.01 of Form 8-K and shall not be
deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or under the
Exchange Act, whether made before or after the date hereof, except as expressly provided by specific reference in such a filing.
| Item 9.01 |
Financial Statements and Exhibits.
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(d)
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Exhibit No.
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Description
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Press Release dated July 26, 2022
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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.
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Cyclerion Therapeutics, Inc.
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Dated: July 26, 2022
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By:
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/s/ Anjeza Gjino
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Name:
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Anjeza Gjino
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Title:
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Chief Financial Officer
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3
Exhibit 99.1
Steven E. Hyman, M.D., Appointed to Cyclerion Therapeutics’ Board of Directors
Renowned neuroscience leader to further long-term clinical research strategy and external collaborations
CAMBRIDGE, Mass., July 26, 2022 (GLOBE NEWSWIRE) -- Cyclerion Therapeutics, Inc. (Nasdaq: CYCN), a clinical-stage biopharmaceutical company on a mission to develop
treatments that restore cognitive function, today announced the appointment of Steven E. Hyman, M.D., to its Board of Directors effective July 25. Dr. Hyman will work with Cyclerion leadership to help shape the future of its research and clinical
development strategy while expanding external collaborations with scientific leaders and industry partners.
“We are delighted to welcome Dr. Steve Hyman to Cyclerion. Steve is a world-renowned leader in neuroscience with deep expertise leading large-scale, collaborative research
programs aimed to discover and develop novel biomarkers and therapeutics for neuropsychiatric diseases. His experience will be instrumental as we advance our lead molecule, CY6463, and continue to build our pipeline,” said Peter Hecht, Ph.D., Chief
Executive Officer of Cyclerion.
“Despite significant advances in our understanding of the genetic and biological basis of neuropsychiatric diseases, there remains an urgent need to translate such advances
into meaningful new therapies for patients. Cyclerion’s lead asset, CY6463, targets a central node of brain physiology and has the potential to address a broad range of diseases characterized by cognitive dysfunction,” said Dr. Hyman. “I look forward
to working closely with Cyclerion leadership to help maximize the potential of the portfolio to address unmet patient needs.”
Dr. Hyman is a Distinguished Service Professor and the Harald McPike Professor of Stem Cell and Regenerative Biology at Harvard University and a Core Institute Member of
the Broad Institute of MIT and Harvard, where he directs the Stanley Center for Psychiatric Research. Dr. Hyman also serves as Chairman of the Board of Directors of the Charles A. Dana Foundation, which supports research and education in
neuroscience. In the private sector, he is founder of Emugen Therapeutics, a Director of Voyager Therapeutics and Q-State Biosciences, and serves on the scientific advisory boards of Janssen Pharmaceuticals and F-Prime Capital.
From 2001 to 2011 Dr. Hyman served as Provost of Harvard University. From 1996 to 2001, he served as Director of the National Institute of Mental Health where he emphasized
investment in neuroscience and emerging genetic technologies. He has served as Editor of the Annual Review of Neuroscience (2002-2016), founding President of the International Neuroethics Society (2008-2013), President of the Society for Neuroscience
(2015), and President of the American College of Neuropsychopharmacology (2018). He is a fellow of the American Academy of Arts and Sciences, a fellow of the American Association for the Advancement of Science, and a member of the National Academy of
Medicine. Dr. Hyman received his B.A., summa cum laude, from Yale College, an M.A. from the University of Cambridge, which he attended as a Mellon fellow studying History and Philosophy of Science, and an M.D., cum laude, from Harvard Medical School.
About Cyclerion Therapeutics
Cyclerion Therapeutics is a clinical-stage biopharmaceutical company on a mission to develop treatments that restore cognitive function. Cyclerion’s lead molecule is
CY6463, a novel, first-in-class, CNS-penetrant, sGC stimulator that modulates a key node in a fundamental CNS signaling network. The multidimensional pharmacology elicited by the stimulation of sGC has the potential to impact a broad range of CNS
diseases. CY6463 has shown rapid improvement in biomarkers associated with cognitive function and is currently in clinical development for Alzheimer’s Disease with Vascular pathology (ADv) and Mitochondrial Encephalomyopathy, Lactic Acidosis and
Stroke-like episodes (MELAS) and Cognitive Impairment Associated with Schizophrenia (CIAS). Cyclerion is also advancing CY3018, a next generation sGC stimulator.
For more information about Cyclerion, please visit https://www.cyclerion.com/ and follow us on Twitter (@Cyclerion) and LinkedIn (www.linkedin.com/company/cyclerion).
Forward Looking Statement
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. Our forward-looking statements are based on current beliefs and expectations of our management team that involve risks, potential changes in circumstances, assumptions, and uncertainties. We may, in some cases use
terms such as “predicts,” “believes,” “potential,” “continue,” “anticipates,” “estimates,” “expects,” “plans,” “intends,” “may,” “could,” “might,” “likely,” “will,” “should” or other words that convey uncertainty of the future events or outcomes to
identify these forward-looking statements. Each forward-looking statement is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such statement. Applicable risks and uncertainties
include the risks listed under the heading “Risk Factors” and elsewhere in our 2021 Form 10-K filed on February 24, 2022, and subsequent filings. Investors are cautioned not to place undue reliance on these forward-looking statements. These
forward-looking statements (except as otherwise noted) speak only as of the date of this press release, and Cyclerion undertakes no obligation to update these forward-looking statements, except as required by law.
Investors
Carlo Tanzi, Ph.D.
Kendall Investor Relations
ctanzi@kendallir.com
Media
Amanda Sellers
Verge Scientific Communications
asellers@vergescientific.com