Cyclerion Therapeutics, Inc. Files 2023 Annual Report on Form 10-K

TL;DR

<b>Cyclerion Therapeutics, Inc. has filed its annual 10-K report for the fiscal year ended December 31, 2023.</b>

AI Summary

Cyclerion Therapeutics, Inc. (CYCN) filed a Annual Report (10-K) with the SEC on March 5, 2024. Cyclerion Therapeutics, Inc. filed its 2023 Form 10-K on March 5, 2024. The filing covers the fiscal year ending December 31, 2023. The company's principal executive offices are located at 301 Binney Street, Cambridge, MA 02142. Cyclerion Therapeutics operates in the Pharmaceutical Preparations industry (SIC code 2834). The filing includes data related to various financial instruments and compensation, such as restricted stock and stock options.

Why It Matters

For investors and stakeholders tracking Cyclerion Therapeutics, Inc., this filing contains several important signals. This 10-K filing provides a comprehensive overview of Cyclerion's financial performance, operational activities, and strategic direction for the fiscal year 2023, which is crucial for investors to assess the company's current standing and future prospects. The detailed financial data and disclosures within the 10-K are essential for stakeholders to understand the company's financial health, including its assets, liabilities, revenues, and expenses, as well as any associated risks.

Risk Assessment

Risk Level: medium — Cyclerion Therapeutics, Inc. shows moderate risk based on this filing. The company operates in the highly competitive pharmaceutical industry, facing risks related to drug development, regulatory approvals, and market adoption, as indicated by its SIC code and the nature of its business.

Analyst Insight

Investors should review the detailed financial statements and risk factors in the 10-K to understand Cyclerion's financial position and the challenges it faces in the pharmaceutical sector.

Key Numbers

• 2023-12-31 — Fiscal Year End (Reporting period)
• 2024-03-05 — Filing Date (Date of submission)
• 2834 — SIC Code (Industry classification)
• 001-38787 — SEC File Number (SEC registration)

Key Players & Entities

• Cyclerion Therapeutics, Inc. (company) — Filer name
• 0000950170-24-025935 (other) — Accession number
• 20231231 (date) — Fiscal year end
• 20240305 (date) — Filing date
• 301 BINNEY STREET, CAMBRIDGE, MA 02142 (address) — Business address
• 2834 (industry_code) — Standard Industrial Classification
• 001-38787 (other) — SEC file number
• Tisento Therapeutics Holdings Inc (company) — Mentioned entity

FAQ

Key Dates

• 2023-12-31: Fiscal Year End — End of the reporting period for the 10-K filing.
• 2024-03-05: Filing Date — Date the 10-K was officially submitted to the SEC.

Key Financial Figures

• $4.12 — using the closing price on that day of $4.12. As of February 29, 2024, there were
• $8.0 million — red Assets") to Tisento in exchange for $8.0 million in cash consideration, $2.4 million as
• $2.4 million — for $8.0 million in cash consideration, $2.4 million as reimbursement for certain operating
• $3.0 million — aliciguat products. 6 Akebia paid a $3.0 million up-front payment to the Company upon si
• $585 million — tional milestone cash payments of up to $585 million in total potential future development,

Filing Documents

• cycn-20231231.htm (10-K) — 1997KB
• cycn-ex4_1.htm (EX-4.1) — 30KB
• cycn-ex10_7.htm (EX-10.7) — 19KB
• cycn-ex10_9.htm (EX-10.9) — 40KB
• cycn-ex10_10.htm (EX-10.10) — 40KB
• cycn-ex10_21.htm (EX-10.21) — 47KB
• cycn-ex10_22.htm (EX-10.22) — 114KB
• cycn-ex10_23.htm (EX-10.23) — 67KB
• cycn-ex10_24.htm (EX-10.24) — 67KB
• cycn-ex10_25.htm (EX-10.25) — 64KB
• cycn-ex10_26.htm (EX-10.26) — 64KB
• cycn-ex21_1.htm (EX-21.1) — 2KB
• cycn-ex23_1.htm (EX-23.1) — 9KB
• cycn-ex31_1.htm (EX-31.1) — 12KB
• cycn-ex31_2.htm (EX-31.2) — 12KB
• cycn-ex32_1.htm (EX-32.1) — 7KB
• cycn-ex32_2.htm (EX-32.2) — 7KB
• cycn-ex97_1.htm (EX-97.1) — 50KB
• img151507626_0.jpg (GRAPHIC) — 29KB
• 0000950170-24-025935.txt (&nbsp;) — 9805KB
• cycn-20231231.xsd (EX-101.SCH) — 1573KB
• cycn-20231231_htm.xml (XML) — 1443KB

Properties

Properties 51 Item 3.

Legal Proceedings

Legal Proceedings 51 Item 4. Mine Safety Disclosures. 51 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. 52 Item 6.

Selected Financial Data

Selected Financial Data. 52 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations. 53 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk. 59 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data. 59 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. 59 Item 9A.

Controls and Procedures

Controls and Procedures. 60 Item 9B. Other Information. 61 Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections. 61 PART III Item 10. Directors, Executive Officers and Corporate Governance. 62 Item 11.

Executive Compensation

Executive Compensation. 62 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. 62 Item 13. Certain Relationships and Related Transactions, and Director Independence. 62 Item 14. Principal Accounting Fees and Services. 62 PART IV Item 15. Exhibits, Financial Statement Schedules. 63 Item 16. Form 10-K Summary. 65 2 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K, or this Annual Report, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, that involve substantial risks and uncertainties. The forward-looking statements are contained principally in Part I, Item 1. "Business," Part I, Item 1A. "Risk Factors," and Part II, Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations," but are also contained elsewhere in this Annual Report. In some cases, you can identify forward-looking statements by the words "may," "might," "will," "would," "could," "should," "believes," "estimates," "projects," "potential," "expects," "plans," "seeks," "intends," "evaluates," "pursues," "anticipates," "continues," "designs," "impacts," "affects," "forecasts," "target," "outlook," "initiative," "objective," "designed," "priorities," "goal" or the negative of those words or other similar expressions may identify forward-looking statements that represent our current judgment about possible future events, but the absence of these words does not necessarily mean that a statement is not forward-looking. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predic

Business

Item 1. Business Overview Cyclerion Therapeutics, Inc. ("Cyclerion", the "Company" or "we") is a biopharmaceutical company on a mission to develop treatments for serious diseases. Cyclerion became an independent public company on April 1, 2019 after Ironwood Pharmaceuticals, Inc., or Ironwood, completed a tax-free spin-off of its sGC business, which we refer to herein as the "Separation". Cyclerion Securities Corporation, a wholly owned subsidiary, was incorporated in Massachusetts on November 15, 2019 and was granted securities corporation status in Massachusetts for the 2019 tax year. At inception, Cyclerion was a biopharmaceutical company focused on the treatment of serious diseases with novel soluble guanylate cyclase ("sGC") stimulators in both the central nervous system ("CNS") and the periphery. The nitric oxide ("NO") sGC cyclic guanosine monophosphate ("cGMP") signaling pathway is a fundamental mechanism that precisely controls key aspects of physiology throughout the body. The NO-sGC-cGMP pathway regulates diverse and critical biological functions in both the CNS and the periphery and has been successfully targeted with several drugs. On July 28, 2023, the Company sold two of its CNS-penetrant sGC stimulator assets, - zagociguat and CY3018 – (the "Transferred Assets") to Tisento in exchange for $8.0 million in cash consideration, $2.4 million as reimbursement for certain operating expenses related to the Transferred Assets for the period between signing and closing of the transaction, and 10% of all of Tisento's parent's outstanding equity securities at the time of the closing. See "Tisento Asset Purchase Agreement" below. Prior to the sale of the Transferred Assets, Cyclerion's portfolio included novel sGC stimulators that modulate signaling networks in both the CNS and the periphery. The following table is a high-level summary of Cyclerion's portfolio assets prior to the sale: Program Indication(s) Description Status Zagociguat (CNS

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View this 10-K filing on SEC EDGAR