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): June 14, 2024 (June 14, 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, 18th 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

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 5.07

Submission of Matters to a Vote of Security Holders.

At the Company’s Annual Meeting of Shareholders held on June 14, 2024, as contemplated by the Company’s definitive proxy material for the meeting, certain matters were submitted to a vote of shareholders. The following tables summarize the results of voting with respect to each matter:

 

1.

Election of Directors:

 

		For				Against				Abstain				Broker Non-Votes
Errol De Souza, Ph.D.			1,671,959				70,911				494				454,351
Peter M. Hecht, Ph.D.			1,681,921				60,704				739				454,351
Steven Hyman, M.D.			1,670,155				73,029				180				454,351
Michael Higgins			1,688,966				54,218				180				454,351
Dina Katabi, Ph.D.			1,687,635				55,230				499				454,351

 

2.

Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024:

 

For		Against		Abstain
2,140,990		47,974		8,751

 

3.

To approve a proposal to adjourn the Annual Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of either the Election of Directors Proposal or the Auditor Ratification Proposal:

 

For		Against		Abstain
2,111,217		86,202		296

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit  No.		Description
104		Cover Page Interactive Data File

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: June 14, 2024				By:		/s/ Regina Graul
				Name:		Regina Graul
				Title:		President