Cyclerion Therapeutics Inc美股招股说明书(2025-05-07版)

Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus will be made in sales deemed to be “at the is not required to sell any specific amount of securities, but will act as our sales agent using commercially reasonable efforts consistent with its normaltrading and sales practices, on mutually agreed terms between Guggenheim Securities and us. There is no arrangement for funds to be received in anyescrow, trust or similar arrangement.The compensation to Guggenheim Securities for sales of common stock sold pursuant to the sales agreement will be equal to 3.0% of the grossproceeds of any shares of common stock sold under the sales agreement. See “Plan ofDistribution” beginning onpg.S-11for additional informationregarding the compensation to be paid to Guggenheim Securities. In connection with the sale of the common stock on our behalf, Guggenheim $8,982,242, which we calculated based on 2,427,633 shares of our outstanding common stock held bynon-affiliateson April28, 2025 and a price of$3.70 per share, which was the last reported sale price of our common stock on the Nasdaq Capital Market on April28, 2025 and was the highest closingsale price of our common stock on the Nasdaq Capital Market within 60 days of the filing date of this prospectus supplement. Pursuant to InstructionI.B.6, in no event will we sell the securities covered hereby in a public primary offering with a value exceeding more thanone-thirdof our public float in any12-monthperiod so long as our public float remains below $75.0million. We have not offered any securities pursuant to Instruction I.B.6 during theprior 12 calendar month period that ends on and includes the date of this prospectus supplement. Accordingly, we are offering shares of our commonstock having an aggregate offering price of up to $2,994,080 pursuant to this prospectus supplement, which is the maximum amount currently allowableunder Instruction I.B.6. the caption “Risk Factors” beginning on pageS-4of this prospectus supplement and in the documents incorporated byreference into this prospectus supplement and the accompanying prospectus.Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities orpassed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is acriminal offense. PROSPECTUS SUPPLEMENTABOUT THIS PROSPECTUS SUPPLEMENT CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDS PLAN OF DISTRIBUTION INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCEPROSPECTUS PLAN OF DISTRIBUTION This document is in two parts. The first part is the prospectus supplement, which describes the specific terms of this offering and certain othermatters relating to us and our business. The second part, the accompanying prospectus, contains and incorporates by reference important business and prospectus and the documents incorporated by reference herein and therein. All other trademarks or trade names referred to in this prospectussupplement and the documents incorporated by reference herein and therein are the property of their respective owners. Solely for your convenience, trade names, trademarks and service marks contained in this prospectus may appear without the “®” or “™” symbols. Such references are not intended toindicate, in any way, that we will not assert, to the fullest extent possible under applicable law, our rights or the rights of the applicable licensor to thosetrade names, trademarks and service marks.S-1 This summary does not contain all the information that you should consider before investing in our Company. You should carefully read thisprospectus supplement and the accompanying prospectus, including all documents incorporated by reference herein and therein. We are a biopharmaceutical company on a mission to develop treatments for serious diseases. Our strategy for Cyclerion is to build a new pipeline with therapeutics to treat certain neuropsychiatric diseases. Over the past year,Cyclerion’s diligence team which is composed of committed external experts and internal personnel in their respective fields, have been conductingasset evaluations in many therapeutic areas. Throughout this process, the team identified and assessed dozens of products and other opportunitiesdirected at addressing patient’s needs and increasing shareholder value. The team prioritized an individualized therapy for treatment resistantdepression (“TRD”) as our foundational product candidate and we have entered into anon-bindingoption to license agreement for the intellectual currently developing an integrated development and commercial strategy in TRD.Corporate InformationWe were incorporated in the Commonwealth of Massachusetts on September6, 2018. Our principal executive offices are located at 245 FirstStreet, 18th Floor, Cambridge, MA 02142. Our telephone number is (857)327-8778.Our c