Massachusetts
|
83-1895370
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
|
245 First Street, 18th Floor
Cambridge, Massachusetts
|
02142
|
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
Large accelerated filer ☐
|
Accelerated filer ☐
|
Non-accelerated filer ☒
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Smaller reporting company ☒
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Emerging growth company ☒
|
Title of securities
to be registered
|
Amount to be registered(1)
|
Proposed
maximum
offering price
per share(2)
|
Proposed maximum
aggregate
offering price(2)
|
Amount of
registration fee
|
||||||||||||
Common Stock
|
1,996,991
|
(3)
|
$
|
3.34
|
$
|
6,669,949.94
|
$
|
727.69
|
||||||||
Common Stock
|
499,248
|
(4)
|
$
|
3.34
|
$
|
1,667,488.32
|
$
|
181.92
|
||||||||
TOTAL
|
2,496,239
|
$
|
8,337,438.26
|
$
|
909.61
|
(1) |
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers such additional shares of Common Stock as may be issued to prevent dilution resulting from stock
splits, stock dividends and similar transactions.
|
(2) |
Pursuant to Rules 457(c) and 457(h)(1) under the Securities Act, the proposed maximum offering price per share and the maximum aggregate offering price for the shares have been calculated solely for the purpose of computing the
registration fee on the basis of the average high and low prices of the Common Stock trading on a “when issued” basis as reported by the Nasdaq Global Select Market, which were $3.50 and $3.17, respectively on July 27, 2021.
|
(3) |
Represents additional shares of Common Stock authorized for issuance under the Cyclerion Therapeutics, Inc. 2019 Equity Incentive Plan.
|
(4) |
Represents additional shares of Common Stock authorized for issuance under the Cyclerion Therapeutics, Inc. 2019 Employee Stock Purchase Plan.
|
Item 3. |
Incorporation of Documents by Reference.
|
Item 8. |
Exhibits.
|
Exhibit
Number
|
Description
|
|
Restated Articles of Organization of Cyclerion Therapeutics, Inc. (incorporated by reference to Exhibit 4.1 to Registration Statement on Form S-8 filed on March 29, 2019) (File No. 333-230615).
|
||
Amended and Restated Bylaws of Cyclerion Therapeutics, Inc. (incorporated by reference to Exhibit 4.2 to Registration Statement on Form S-8 filed on March 29, 2019) (File No. 333-230615).
|
||
Cyclerion Therapeutics, Inc. 2019 Employee Stock Purchase Plan (incorporated by reference to Exhibit 4.3 to Registration Statement on Form S-8 filed on March 29, 2019) (File No. 333-230615).
|
||
Cyclerion Therapeutics, Inc. 2019 Equity Incentive Plan (incorporated by reference to Exhibit 4.4 to Registration Statement on Form S-8 filed on March 29, 2019) (File No. 333-230615).
|
||
Opinion of Foley Hoag LLP (filed herewith)
|
||
Consent of Ernst & Young, LLP (filed herewith)
|
||
Consent of Foley Hoag LLP (included in the opinion filed as Exhibit 5.1).
|
||
Power of Attorney (included in the signature page to this Registration Statement)
|
CYCLERION THERAPEUTICS, INC.
|
|||
By:
|
/s/ Anjeza Gjino
|
||
Name:
|
Anjeza Gjino
|
||
Title:
|
Chief Financial Officer
|
Signature
|
Title
|
Date
|
||
/s/ Peter M. Hecht
|
Chief Executive Officer (Principal Executive Officer)
|
July 30, 2021
|
||
Peter M. Hecht
|
||||
/s/ Anjeza Gjino
|
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
|
July 30, 2021
|
||
Anjeza Gjino
|
||||
/s/ Kevin Churchwell
|
Director
|
July 30, 2021
|
||
Kevin Churchwell
|
||||
/s/ George Conrades
|
Director
|
July 30, 2021
|
||
George Conrades
|
||||
/s/ Errol De Souza
|
Director
|
July 30, 2021
|
||
Errol De Souza
|
||||
/s/ Marsha Fanucci
|
Director
|
July 30, 2021
|
||
Marsha Fanucci
|
||||
/s/ Ole Isacson
|
Director
|
July 30, 2021
|
||
Ole Isacson
|
||||
/s/ Stephanie Lovell
|
Director
|
July 30, 2021
|
||
Stephanie Lovell
|
||||
/s/ Terrance McGuire
|
Director
|
July 30, 2021
|
||
Terrance McGuire
|
||||
/s/ Michael Mendelsohn
|
Director
|
July 30, 2021
|
||
Michael Mendelsohn
|
|
Seaport West
|
155 Seaport Boulevard
|
|
Boston, MA 02210-2600
|
|
617 832 1000 main
|
|
617 832 7000 fax
|
July 30, 2021
|
|
Cyclerion Therapeutics, Inc.
|
|
245 First Street, 18th Floor
|
|
Cambridge, Massachusetts 02142
|
Very truly yours,
|
||
FOLEY HOAG llp
|
||
By:
|
/s/ John D. Hancock
|
|
a Partner
|