J & W Cycles, Inc. signed a definitive agreement to acquire sGC Stimulator Assets of Cyclerion Therapeutics, Inc. for $8 million on May 11, 2023. If Buyers terminate the Asset Purchase Agreement because there is a Cyclerion Adverse Recommendation Change, the Cyclerion must pay a termination fee of $0.5 million as well as reimburse out-of-pocket expenses of Buyers in an amount equal to $1 million and reimbursement of Employee Expenses and R&D Expenses actually reimbursed or paid by Buyers. The Asset Purchase Agreement may be terminated by either party if the transaction is not completed by September 11, 2023 or otherwise under certain specified conditions.

The transaction is subject to approval by Cyclerion shareholders unanimously approved by the Cyclerion's board of directors. The Board of Directors of Cyclerion Therapeutics, Inc. (NasdaqCM:CYCN) unanimously recommends, without the participation of Hecht and McGuire, a vote ?FOR? the Asset Sale Proposal.

Suni Sreepada of Ropes & Gray LLP acted as a legal advisor to J & W Cycles, Inc. Gary J. Simon and Scott Naturman of acted as a legal advisor to Cyclerion Therapeutics, Inc. Keefe, Bruyette & Woods, Inc. acted as financial advisor to Cyclerion Therapeutics, Inc. Michael O'Bryan of Morrison & Foerster LLP acted as legal advisor for Keefe, Bruyette & Woods, Inc (Stifel) in the transaction.