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

Up to $20,000,000 Common Stock We have entered into a sales agreement (the “sales agreement”) with Guggenheim Securities, LLC (“Guggenheim Securities”) relating to the saleof shares of our common stock, no par value per share, offered by this prospectus supplement and the accompanying prospectus. In accordance with theterms of the sales agreement, we may offer and sell shares of our common stock having an aggregate offering price of up to $20,000,000 from time totime through or to Guggenheim Securities, acting as our agent, subject to the application of General Instruction I.B.6 of FormS-3(“Instruction I.B.6”) Our common stock is traded on the Nasdaq Capital Market under the symbol “CYCN.” On May6, 2025, the last reported sale price of ourcommon stock was $3.05 per share. Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus will be made in sales deemed to be “at themarket offerings” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Guggenheim Securitiesis not required to sell any specific amount of securities, but will act as our sales agent using commercially reasonable efforts consistent with its normal 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, GuggenheimSecurities will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of Guggenheim Securities will be As of April28, 2025, the aggregate market value of our outstanding common stock held bynon-affiliates(our “public float”) was approximately$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 inany12-monthperiod so long as our public float remains below $75.0million. We have not offered any securities pursuant to Instruction I.B.6 during the Our business and an investment in our common stock involve significant risks. These risks are described underthe 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 a TABLE OF CONTENTSPROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT 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 andfinancial information about us, a description of our common stock and certain other information about us and this offering. This prospectus supplementand the accompanying prospectus are part of a registration statement that we filed with the Securities and Exchange Commission (the “SEC”). By usinga shelf registration statement, we may, from time to time, sell any combination of the securities described in the accompanying prospectus in one ormore offerings, up to a total dollar amount of $25,000,000. Under this prospectus supplement, we may offer shares of our common stock having anaggregate offering price of up to $2,994,080 from time to time at prices and on terms to be determined by the market conditions at the time of the We have not, and Guggenheim Securities has not, authorized anyone to give you any additional information different from that contained in thisprospectus supplement, the accompanying prospectus or any free writing prospectus provided in connection with this offering. We take no responsibility You should assume that the information appearing in this prospectus, any prospectus supplement, the documents incorporated by reference andany related free writing prospectus is accurate only as of their respective dates. Our business, financial condition,