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Current Report · Items 5.07, 8.01, 9.01 · 8-K

Korsana Biosciences, Inc.

Submission of Matters to a Vote of Security Holders · Other Events

Item 5.07 Submission of Matters to a Vote of Security Holders In connection with the Merger, Cyclerion held an annual meeting of Cyclerion shareholders on August 26, 2026 (the “Shareholder Meeting”), at which the Company’s shareholders voted on the proposals set forth below relating to the Merger Agreement.…

Filed Aug 27, 2026Accepted Aug 27, 2026, 6:01 AM EDTCIK 1755237Accession 0001193125-26-369426
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Company context

Korsana Biosciences is committed to building best-in-class therapeutics with the goal of reducing the burden of neurodegenerative diseases for patients and caregivers. The Company’s lead program, KRSA-028, is a next-generation shuttled antibody targeting amyloid beta for the treatment of Alzheimer’s disease. KRSA-028 leverages Therapeutic Targeting (THETA™), a novel CNS shuttle technology developed in partnership with Paragon Therapeutics and designed to enable dramatically higher drug concentrations in the brain and overcome the limitations of earlier shuttle technologies. In addition, Korsana is advancing a pipeline of innovative therapies for neurodegenerative diseases. For more information, please visit www.korsana.com and follow the Company on LinkedIn.

Current securities

Recent company filings

  1. SCHEDULE 13D - filed by Fairmount Funds Management LLC regarding Korsana Biosciences, Inc.Sep 11, 2026
  2. Entry into a Material Definitive Agreement · Completion of Acquisition or Disposition of Assets · Results of Operations and Financial Condition · Unregistered Sales of Equity Securities · Material Modification to Rights of Security Holders · Changes in Control of Registrant · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics · Change in Shell Company Status · Regulation FD DisclosureSep 11, 2026
  3. 4 filingSep 10, 2026
  4. 3 filingSep 10, 2026
  5. 3 filingSep 10, 2026

Disclosure sections

Items 5.07, 8.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07 Submission of Matters to a Vote of Security Holders In connection with the Merger, Cyclerion held an annual meeting of Cyclerion shareholders on August 26, 2026 (the “Shareholder Meeting”), at which the Company’s shareholders voted on the proposals set forth below relating to the Merger Agreement. The proposals are described in detail in the Company’s definitive proxy statement/prospectus filed on Form S-4 with the Securities and Exchange Commission (the “SEC”), most recently amended on July 22, 2026 and declared effective on July 24, 2026 (as amended, the “Proxy Statement”) and first mailed to the Company’s shareholders on July 24, 2026. The final voting results regarding each proposal are set forth below. There were 4,681,351 shares of the Company’s common stock outstanding and entitled to vote on July 17, 2026, the record date for the Shareholder Meeting, and 3,896,779 shares of the Company’s common stock were represented in person or by proxy at the Shareholder Meeting, which number constituted a quorum. Proposal No. 1: To approve (i) the issuance of shares of Cyclerion common stock (including the shares of Cyclerion common stock issuable upon conversion of Cyclerion Series B Preferred Stock), which will represent more than 20% of the shares of Cyclerion common stock outstanding immediately prior to the First Merger, to stockholders of Korsana, pursuant to the terms of the Merger Agreement, a copy of which is attached as Annex A, including the amendments thereto, to the Proxy Statement, and (ii) the change of control of Cyclerion resulting from the First Merger, pursuant to Nasdaq Listing Rules 5635(a) and 5635(b), respectively (the “Nasdaq Stock Issuance Proposal”). This proposal was approved by the requisite vote of the Company’s shareholders. For Against Abstain Broker Non-Votes ───────────────────────────────────────────────────────────── 3,392,645 3,730 1,459 498,945 Proposal No. 2: To approve articles of amendment to the restated articles of organization of the Company, as amended (the “Cyclerion Articles”), to increase the number of shares of Cyclerion common stock that the Company is authorized to issue from 400,000,000 to 700,000,000, in the form attached as Annex H to the Proxy Statement (the “Authorized Share Increase Proposal”). This proposal was approved by the requisite vote of the Company’s shareholders. For Against Abstain Broker Non-Votes ───────────────────────────────────────────────────────────── 3,874,047 20,968 1,764 0 Proposal No. 3: To approve an amendment to the Cyclerion Articles to effect a reverse stock split of the Company’s issued and outstanding common stock at a ratio in the range of one new share for every two shares and one new share for every ten shares (or any number in between), in the form attached as Annex I to the Proxy Statement, with the final ratio and effectiveness of such amendment and the abandonment of such amendment to be mutually agreed by the Cyclerion board of directors (the “Cyclerion Board”) and the Korsana board of directors prior to the First Effective Time or, if the Nasdaq Stock Issuance Proposal is not approved by Cyclerion shareholders, determined solely by the Cyclerion Board (the “Reverse Stock Split Proposal”). This proposal was approved by the requisite vote of the Company’s shareholders. For Against Abstain Broker Non-Votes ───────────────────────────────────────────────────────────── 3,877,744 18,003 1,032 0 Proposal No. 4: To approve (A) the redomestication of the Company from the Commonwealth of Massachusetts to the Cayman Islands by domestication and (B)(i) the redomestication of the Company from the Commonwealth of Massachusetts to the Cayman Islands by way of continuation and (ii) as a special resolution for the purposes of Cayman Islands law, the memorandum and articles of association of the Combined Company (the “Cayman Articles”), substantially in the form attached as Annex K to the Proxy Statement (the “Redomestication Proposal”). This proposal was not approved by the requisite vote of the Company’s shareholders. For Against Abstain Broker Non-Votes ─────────────────────────────────────────────────────────────── 2,099,051 1,296,575 2,208 498,945 Proposal No. 5: To elect six nominees to the Cyclerion Board and to hold office until the Company’s annual meeting of shareholders in 2027, and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation or removal, provided that if the Merger is consummated, the composition of the Cyclerion Board will be reconstituted upon completion of the Merger, in accordance with the Merger Agreement. Dr. De Souza, Dr. Graul, Dr. Hecht, Mr. Higgins, Dr. Hyman and Dr. Katabi were elected by the requisite vote of the Company’s shareholders. Nominee For Against Abstain Broker Non-Votes ───────────────────────────────────────────────────────────────────────────────────────── Errol De Souza, Ph. D. 3,391,250 5,203 1,381 498,945 Regina Graul Ph. D. 3,391,523 4,887 1,424 498,945 Peter Hecht, Ph. D. 3,386,395 10,043 1,396 498,945 Michael Higgins 3,392,548 3,840 1,446 498,945 Steven Hyman, M.D 3,391,949 4,405 1,480 498,945 Dina Katabi, Ph. D. 3,391,459 4,934 1,441 498,945 Proposal No. 6: To ratify the appointment of Ernst & Young LLP as Cyclerion’s independent registered public accounting firm for fiscal year ending December 31, 2026. This proposal was approved by the requisite vote of the Company’s shareholders. For Against Abstain Broker Non-Votes ───────────────────────────────────────────────────────────── 3,888,868 7,685 226 0 Proposal No. 7: To approve the Korsana Biosciences, Inc. 2026 Stock Incentive Plan. This proposal was approved by the requisite vote of the Company’s shareholders. For Against Abstain Broker Non-Votes ─────────────────────────────────────────────────────────────── 2,097,374 1,298,498 1,962 498,945 Proposal No. 8: To approve the Korsana Biosciences, Inc. 2026 Employee Stock Purchase Plan. This proposal was approved by the requisite vote of the Company’s shareholders. For Against Abstain Broker Non-Votes ───────────────────────────────────────────────────────────── 3,073,739 322,041 2,054 498,945 Proposal No. 9: To approve, on an advisory basis, certain compensation arrangements for the Company’s named executive officers that are based on or otherwise relate to the Merger. This proposal was approved by the requisite vote of the Company’s shareholders. For Against Abstain Broker Non-Votes ───────────────────────────────────────────────────────────── 3,316,341 7,799 73,694 498,945 Proposal No. 10: To approve, on an advisory basis, the compensation of the Company’s named executive officers. This proposal was approved by the requisite vote of the Company’s shareholders. For Against Abstain Broker Non-Votes ───────────────────────────────────────────────────────────── 3,299,838 24,420 73,576 498,945 As there were sufficient votes to approve Proposal No. 1, Proposal No. 2, and Proposal No. 3 at the time of the Shareholder Meeting, Proposal No. 11 was not presented to shareholders.
Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events. At the Shareholder Meeting on August 26, 2026, Cyclerion’s shareholders approved the Reverse Stock Split Proposal. Following this approval, the Cyclerion Board approved the reverse stock split of Cyclerion’s issued and outstanding common stock at a final ratio, agreed to by Korsana, of 1-for-7 shares of Cyclerion common stock (the “Reverse Stock Split”). Prior to the closing of the Merger, Cyclerion will file articles of amendment to the Cyclerion Articles with the Secretary of the Commonwealth of Massachusetts to effect the Reverse Stock Split. Upon the effectiveness of such amendment (the “Reverse Stock Split Effective Time”), each 7 shares of Cyclerion common stock outstanding immediately prior to the Reverse Stock Split Effective Time will be combined and reclassified, automatically and without any action on the part of Cyclerion or its shareholders, into one new share of Cyclerion common stock. No fractional shares of common stock will be issued as a result of the Reverse Stock Split. Shareholders of record who otherwise would be entitled to receive fractional shares because they hold a number of pre-split shares not evenly divisible by the number of pre-split shares for which each post-split share is to be reclassified, will be entitled to a cash payment in lieu thereof at a price equal to the fraction of a share to which the shareholder would otherwise be entitled multiplied by the closing price of the Company’s common stock on Nasdaq on the date of the filing of the amendment to the Cyclerion Articles effecting the Reverse Stock Split. The Reverse Stock Split is expected to reduce the number of Cyclerion outstanding common stock from approximately 4.7 million shares to approximately 0.7 million shares of common stock. The number of shares of Cyclerion authorized common stock will not be affected by the Reverse Stock Split. At the Shareholder Meeting, Cyclerion’s shareholders approved an increase in the number of shares of Cyclerion authorized common stock from 400,000,000 to 700,000,000 shares in connection with closing of the Merger. Cyclerion common stock has no par value per share, and the Reverse Stock Split will not change that. In addition, effective as of the Reverse Stock Split Effective Time and as a result of the Reverse Stock Split, proportionate adjustments will be made to the per share exercise price and the number of shares issuable upon the exercise, vesting or settlement of all outstanding options to purchase shares of Cyclerion common stock, and the number of shares reserved for issuance pursuant to Cyclerion’s existing equity incentive and employee stock purchase plans will be reduced proportionately based on the Reverse Stock Split. Following the Reverse Stock Split Effective Time and consummation of the Merger, the Combined Company’s common stock is expected to commence trading on a split-adjusted, post-Merger basis on Nasdaq under the name “Korsana Biosciences, Inc.” and ticker symbol “KRSA” at the open of trading on September 9, 2026, at which time the common stock will be represented by a new CUSIP number (23255M303) and ISIN Number (US23255M3034). At the Shareholder Meeting, Cyclerion’s shareholders did not approve the Redomestication Proposal. As a result, the Cayman redomestication described in the Proxy Statement will not be effected and the Combined Company will remain a Massachusetts corporation following the Merger. Approval of the Redomestication Proposal is not a condition to the closing of the Merger.

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