Cyclerion Therapeutics Enters into Exclusive Negotiation Period and Binding Equity Investment Agreement
April 03 2023 - 07:30AM
Cyclerion Therapeutics, Inc. (Nasdaq: CYCN) today announced that
the Board of Directors of the Company, acting solely by all of its
independent and disinterested members (the “Independent Board”),
has reviewed a non-binding proposal received on March 17, 2023 from
an entity formed by investors that include the Company’s Chief
Executive Officer (CEO), to purchase the Company’s zagociguat and
CY3018 assets. After consultation with its legal and financial
advisors, the Independent Board has concluded that the proposal
merits further pursuit. Cyclerion has entered an exclusive
negotiation arrangement for a limited period to allow the parties
to negotiate binding documentation.
In addition, Cyclerion has entered into a
binding agreement with CEO Peter Hecht for him to make an equity
investment in Cyclerion of $5M in cash for common stock or
nonvoting convertible preferred stock of Cyclerion, the purchase
price, consistent with Nasdaq rules, to be at or above the market
price at the time of signing that agreement. The closing of the
equity investment is contingent upon negotiation and completion of
definitive documentation associated with the above transaction and
would take place six business days after the signing of these
documents. The proceeds are intended to support ongoing
operations.
The transaction remains subject to approvals by
the Board of Directors and Cyclerion shareholders. There can be no
assurances that any agreement will be reached or that a transaction
will be agreed upon or completed on the terms set forth above or
otherwise. The Company does not plan to provide further comment
until an agreement is reached or the discussions are
terminated.
About Cyclerion
Therapeutics
Cyclerion Therapeutics is a clinical-stage
biopharmaceutical company on a mission to develop treatments for
serious diseases. Cyclerion’s portfolio includes novel sGC
stimulators that modulate a key node in a fundamental signaling
network in both the CNS and the periphery. The multidimensional
pharmacology elicited by the stimulation of sGC has the potential
to impact a broad range of diseases. Zagociguat is a CNS-penetrant
sGC stimulator that has shown rapid improvements across a range of
endpoints reflecting multiple domains of disease activity,
including mitochondrial disease-associated biomarkers. CY3018 is a
CNS-targeted sGC stimulator in preclinical development that
preferentially localizes to the brain and has a pharmacology
profile that suggests its potential for the treatment of
neuropsychiatric diseases and disorders. Praliciguat is a systemic
sGC stimulator that is licensed to Akebia and being advanced in
rare kidney disease. Olinciguat is a vascular sGC stimulator that
the Company intends to out-license for cardiovascular diseases. For
more information about Cyclerion, please visit
https://www.cyclerion.com/ and follow us on Twitter (@Cyclerion)
and LinkedIn (www.linkedin.com/company/cyclerion).
Forward Looking Statement
Certain matters discussed in this press release are
“forward-looking statements”. We may, in some cases, use terms such
as “predicts,” “believes,” “potential,” “continue,” “estimates,”
“anticipates,” “expects,” “plans,” “intends,” “may,” “could,”
“might,” “will,” “should”, “positive” or other words that convey
uncertainty of future events or outcomes to identify these
forward-looking statements. The forward-looking statements include
risks and uncertainties, including, but not limited to, the Company
may never successfully negotiate or completing any binding
documentation associated with the referenced transactions; if
completed, the referenced transactions may not be successful or
sufficient to advance the Company’s operational plans as currently
proposed; regardless whether the Company were to complete the
referenced transactions, there can be no assurances that the
Company will succeed with any operational plan under current
circumstances; being able to complete clinical studies for
zagociguat for the treatment of mitochondrial diseases, including
submitting additional regulatory applications in other countries;
ability to demonstrate effectiveness of zagociguat in treating
mitochondrial disease in patients; ability to maintain and expand
related intellectual property portfolio; and statements regarding
the timing of regulatory filings regarding development programs.
The factors discussed herein could cause actual results and
developments to be materially different from those expressed in or
implied by such statements. The forward-looking statements are made
only as of the date of this press release and the Company
undertakes no obligation to publicly update such forward-looking
statements to reflect subsequent events or circumstance.
Investors and Media
Inquiries
Cyclerion Investor RelationsPhone:
857-327-8778Email: ir@cyclerion.com
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