CYCLERION THERAPEUTICS, INC. : Unregistered Sale of Equity Securities, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits (form 8-K)

Item 3.02 Unregistered Sales of Equity Securities.

As previously announced, on March 31, 2023, Cyclerion Therapeutics, Inc. (the "Company") entered into a stock purchase agreement (the "Purchase Agreement") with Peter M. Hecht, Ph.D., the Company's Chief Executive Officer and a member of the Board, for him to make an equity investment in the Company of $5,000,000 in cash for shares of common stock ("Common Stock") and nonvoting Series A convertible preferred stock ("Series A Preferred Stock") of the Company at a price of $8.68 per share (after giving effect to the 1-for-20 reverse stock split the Company implemented on May 15, 2023). On May 19, 2023, the transactions contemplated by the Purchase Agreement were consummated, and the Company issued to Dr. Hecht 225,000 shares of Common Stock and 351,037 shares of Series A Preferred Stock. The Series A Preferred Stock may be converted to Common Stock on a one-for-one basis at the option of the holder thereof. Dr. Hecht has agreed not to convert his Series A Preferred Stock to the extent such conversion would require shareholder approval pursuant to Nasdaq listing rules and such shareholder approval has not been obtained.

The Company relied upon the exemptions from registration afforded by Regulation D under, and Section 4(a)(2) of, the Securities Act of 1933, as amended (the "Securities Act"), as transactions not involving any public offering. The Company intends to file a Form D in accordance with the requirements of Regulation D in connection with the above issuance of shares to Dr. Hecht.

Item 5.03 Amendment to Articles of Incorporation or Bylaws.

On May 19, 2023, the Company filed with the Secretary of the Commonwealth of the Commonwealth of Massachusetts Articles of Amendment (the "Articles of Amendment") to the Company's Restated Articles of Organization, as amended, designating shares of the Series A Preferred Stock. A copy of the Articles of Amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

  3.1       Articles of Amendment to the Restated Articles of Organization of the
            Company, as amended.

104         Cover Page Interactive Data File



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