The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which Cyclerion intends to file as an exhibit to its
Quarterly Report on Form 10-Q for the fiscal quarter ending June 30, 2021. A copy of the press release announcing the PIPE Transaction is attached to this Current Report as Exhibit 99.2 and is incorporated herein by reference.
Forward Looking Statement
This 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. Such forward-looking
statements include, among other things, whether the Agreement will result in the creation of any therapies for the treatment of patients with diabetic kidney disease or reno-protective effects in preclinical models of kidney disease; the
uncertain utility, development, promise, and commercialization of praliciguat; and whether any of the referenced near-term or development, regulatory and commercialization milestones or royalty payments provided for in the Agreement with Akebia
will be achieved. Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others, the ability of any party to raise the funding needed to pursue business and product
development plans; the inherent uncertainties associated with developing new products or technologies; the ability to develop, complete clinical trials for, obtain approvals for and commercialize any product candidates, including the ability to
recruit and enroll patients in appropriate studies; the ability to address the requests of the U.S. Food and Drug Administration and similar regulators in other jurisdictions; and market conditions. These forward-looking statements are based on
current beliefs and expectations of Cyclerion’s management team that involve risks, potential changes in circumstances, assumptions, and uncertainties and may be identified, in some cases, by terms such as “predicts,” “believes,” “potential,”
“continue,” “anticipates,” “estimates,” “expects,” “plans,” “intends,” “may,” “could,” “might,” “likely,” “will,” “should” or other words that convey uncertainty of the future events or outcomes. Each forward-looking statement is subject to risks
and uncertainties that could cause actual results to differ materially from those expressed or implied in such statement. Applicable risks and uncertainties include the risks listed under the heading “Risk Factors” and elsewhere in Cyclerion’s
2020 Form 10-K filed on February 25, 2021, and Cyclerion’s subsequent SEC filings, including the Form 10-Q filed on April 30, 2021. Investors are cautioned not to place undue reliance on these forward-looking statements. These forward-looking
statements (except as otherwise noted) speak only as of the date of this press release, and Cyclerion undertakes no obligation to update these forward-looking statements, except as required by law.