Cyclerion Therapeutics, Inc.

Current report

Risks Related to the Proposed Merger

Current report

Failure to complete, or delays in completing, the potential Merger could materially and adversely affect Cyclerion’s results of operations, business, financial results, and/or common stock price.

Current report

On April 1, 2026, Cyclerion and Korsana entered into the Merger Agreement, which agreement was subsequently amended on April 17, 2026, pursuant to which, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, First Merger Sub will merge with and into Korsana, with Korsana continuing as a wholly owned subsidiary of Cyclerion and the surviving corporation of the First Merger and, immediately following the First Merger and as part of the same overall transaction as the First Merger, Korsana will merge with and into Second Merger Sub as part of the Second Merger, with Second Merger Sub continuing as a wholly owned subsidiary of Cyclerion and the surviving entity of the Second Merger. Consummation of the Merger is subject to certain closing conditions, a number of which are not within Cyclerion’s control. Any failure to satisfy these required conditions to closing may prevent, delay or otherwise materially adversely affect the completion of the transaction. Cyclerion cannot predict with certainty whether or when any of the required closing conditions will be satisfied or if another uncertainty may arise and cannot assure you that it will be able to successfully consummate the Merger as currently contemplated under the Merger Agreement or at all.

Current report

Cyclerion’s efforts to complete the Merger could cause substantial disruptions in, and create uncertainty surrounding, its business, which may materially adversely affect its results of operation and its business. Uncertainty as to whether the Merger will be completed in a timely manner or at all may affect Cyclerion’s ability to retain and motivate existing employees. Uncertainty as to whether the Merger will be completed in a timely manner or at all could adversely affect Cyclerion’s business and its relationship with collaborators, suppliers, vendors, regulators, and other business partners. The adverse effects of the pendency of the transaction could be exacerbated by any delays in completion of the transaction or termination of the Merger Agreement.

Current report

Even if the Merger is approved by the stockholders of Korsana and Cyclerion, specified conditions must be satisfied or, to the extent permitted by applicable law, waived to complete the Merger. Cyclerion cannot assure you that all of the conditions to the consummation of the Merger will be satisfied or waived. If the conditions are not satisfied or waived, the Merger may not occur or the closing may be delayed.

Current report

Cyclerion and Korsana may mutually agree to waive the condition to the Merger requiring approval for listing on Nasdaq, and if such condition is waived, the Combined Company’s stock may not be listed on Nasdaq following completion of the Merger.

Current report

Pursuant to the Merger Agreement, Cyclerion agreed, to the extent required by the rules and regulations of Nasdaq, to use its commercially reasonable efforts to cause the shares of Cyclerion Common Stock being issued in the Merger to be approved for listing on Nasdaq at or prior to the First Effective Time. Additionally, under the Merger Agreement, each of Cyclerion’s and Korsana’s obligation to complete the Merger is subject to the satisfaction or waiver by each of the parties of various conditions, including that the shares of Cyclerion Common

Current report

Stock to be issued in the Merger have been approved for listing (subject to official notice of issuance) on Nasdaq as of the closing of the Merger. In the event that the shares of Cyclerion Common Stock to be issued in the Merger are not approved for listing on Nasdaq, it is possible that Cyclerion and Korsana may mutually agree to waive the applicable condition and nonetheless proceed with completing the Merger. If such condition is waived, Cyclerion will not recirculate an updated proxy statement/prospectus, nor will it solicit a new vote of shareholders prior to proceeding with the Merger. If Cyclerion proceeds with the Merger in these circumstances, the Combined Company’s stock may not be listed on Nasdaq.

Current report

If the Combined Company’s stock is not listed on Nasdaq following completion of the Merger, trading of the shares could be conducted in the over-the-counter market or on an electronic bulletin board established for unlisted securities such as the Pink Sheets or the OTC Bulletin Board. In such event, it is likely that there would be significantly less liquidity in the trading of the common stock of the Combined Company; decreases in institutional and other investor demand for the shares, coverage by securities analysts, market making activity and information available concerning trading prices and volume; and fewer broker dealers willing to execute trades in the common stock of the Combined Company. Also, it may be difficult for the Combined Company to raise additional capital if the Combined Company’s common stock is not listed on a major exchange. The occurrence of any of these events could result in a further decline in the market price of the common stock of the Combined Company and could have a material adverse effect on the Combined Company.

Current report

The Exchange Ratio for the Merger will not change or otherwise be adjusted based on the market price of Cyclerion Common Stock.

Current report

Applying the Exchange Ratio, based on Cyclerion’s capitalization as of December 31, 2025 and Korsana’s capitalization as of March 31, 2026 and taking into account Cyclerion’s current cash position, each share of Korsana Common Stock is currently estimated to be entitled to receive approximately 1.1009 shares of Cyclerion Common Stock. Each share of Korsana Series Seed Preferred Stock will be converted into the right to receive a number of shares of Cyclerion Series B Preferred Stock, equal to the Exchange Ratio divided by 1,000. Applying the Exchange Ratio, the former Korsana securityholders immediately before the Merger are expected to own approximately 98.5% of the aggregate number of shares of the Combined Company’s capital stock following the Merger (on a fully-diluted basis), and Cyclerion shareholders immediately before the Merger are expected to own approximately 1.5% of the aggregate number of shares of the Combined Company capital stock following the Merger (on a fully-diluted basis), subject to certain assumptions, including, but not limited to, Cyclerion’s net cash as of closing being equal to $0. In the event Cyclerion’s Net Cash is less than or greater than $0, the Exchange Ratio will be adjusted such that the number of shares issued to Korsana’s pre-closing securityholders will be decreased or increased, as applicable, and Cyclerion shareholders will own a smaller or larger percentage, as applicable, of the Combined Company following the consummation of the Merger.

Current report

Any changes in the market price of Cyclerion’s stock before the completion of the First Merger will not affect the number of shares Korsana stockholders will be entitled to receive pursuant to the Merger Agreement. Therefore, if before the completion of the First Merger, the market price of Cyclerion Common Stock increases from the market price on the date of the Merger Agreement, then Korsana stockholders could receive merger consideration with substantially more value for their shares of Korsana capital stock than the parties had negotiated when they established the Exchange Ratio. Similarly, if before the completion of the First Merger, the market price of Cyclerion Common Stock declines from the market price on the date of the Merger Agreement, then Korsana stockholders could receive merger consideration with substantially lower value. The Merger Agreement does not include a price-based termination right.

Current report

The issuance of Cyclerion Common Stock, including the shares of Cyclerion Common Stock issuable upon conversion of Cyclerion Series B Preferred Stock, to Korsana stockholders pursuant to the Merger Agreement and the resulting change in control from the First Merger must be approved by Cyclerion shareholders, and the Merger Agreement and transactions contemplated thereby must be approved by the Korsana stockholders. Failure to obtain these approvals would prevent the closing of the Merger.

Current report

Before the Merger can be completed, Cyclerion shareholders must approve, among other things, the issuance of Cyclerion Common Stock, including shares of Cyclerion Common Stock issuable upon conversion of Cyclerion Series B Preferred Stock, to Korsana stockholders pursuant to the Merger Agreement and the resulting change in control from the First Merger, and Korsana stockholders must adopt the Merger Agreement and approve the Merger and the related transactions. Failure to obtain the required stockholder approvals may result in a material delay in, or the abandonment of, the Merger. Any delay in completing the Merger may materially adversely affect the timing and benefits that are expected to be achieved from the Merger.

Current report

In general, neither Cyclerion nor Korsana is obligated to complete the Merger if there is a material adverse effect affecting the other party between April 1, 2026, the date of the Merger Agreement, and the closing of the Merger. However, certain types of causes are excluded from the concept of a “material adverse effect.” Such exclusions include, but are not limited to, changes in general economic or political conditions, industry-wide changes, changes resulting from the announcement of the Merger, natural disasters, pandemics, other public health events or force majeure events and changes in U.S. generally accepted accounting principles. Therefore, if any of these events were to occur and adversely affect Cyclerion or Korsana, the other party would still be obliged to consummate the closing of the Merger notwithstanding such material adverse effect. If any such adverse effects occur and Cyclerion consummates the closing of the Merger, the stock price of the Combined Company may suffer. This in turn may reduce the value of the Merger to the shareholders of Cyclerion, Korsana or both.

Current report

If the Merger is not completed, Cyclerion’s stock price may decline significantly.

Current report

The market price of Cyclerion Common Stock is subject to significant fluctuations. Market prices for securities of pharmaceutical, biotechnology and other life science companies have historically been particularly volatile. In addition, the market price of Cyclerion Common Stock will likely be volatile based on whether shareholders and other investors believe that Cyclerion can complete the Merger or otherwise raise additional capital to support Cyclerion’s operations if the Merger is not consummated and another strategic transaction cannot be identified, negotiated and consummated in a timely manner, if at all. The volatility of the market price of Cyclerion Common Stock has been and may be exacerbated by low trading volume. Additional factors that may cause the market price of Cyclerion Common Stock to fluctuate include:

Current report

• announcements of the results of its future clinical trials, discussions with regulators, and regulatory approval decisions;

Current report

• the loss of key employees;

Current report

• future sales of Cyclerion Common Stock;

Current report

• general and industry-specific economic conditions that may affect Cyclerion’s research and development expenditures; and

Current report

• period-to-period fluctuations in financial results.

Current report

Moreover, the stock markets in general have experienced substantial volatility that has often been unrelated to the operating performance of individual companies. These broad market fluctuations may also adversely affect the trading price of Cyclerion Common Stock. In the past, following periods of volatility in the market price of a company’s securities, stockholders have often instituted class action securities litigation against such companies.

Current report

If Cyclerion completes the Merger, the Combined Company will need to raise additional capital and satisfy certain contractual obligations by issuing equity securities or additional debt or through licensing arrangements, which may cause significant dilution to the Combined Company’s shareholders or restrict the Combined Company’s operations.

Current report

In connection with the Merger, Korsana and Cyclerion entered into the Securities Purchase Agreement with certain investors, including existing investors of Korsana, pursuant to which the investors agreed to purchase, in the aggregate, approximately $380.0 million of Korsana Common Stock and Korsana Pre-Funded Warrants in the

Current report

Korsana Pre-Closing Financing immediately prior to the closing of the Merger. The closing of the Korsana Pre-Closing Financing is conditioned upon the satisfaction or waiver of the conditions to the closing of the Merger as well as certain other conditions. The Korsana Common Stock and Korsana Pre-Funded Warrants issued in the Korsana Pre-Closing Financing will result in dilution to all securityholders of the Combined Company (i.e., both Cyclerion’s pre-Merger securityholders and former Korsana securityholders).

Current report

In addition, as a result of Cyclerion’s assumption of the Paragon ADOA in connection with the Merger, the Combined Company will be subject to the obligation to grant to Parasa on December 31, 2026, warrants to purchase a number of shares equal to 1.00% of the outstanding shares of Cyclerion Common Stock as of the date of the grant on a fully-diluted basis, with an exercise price equal to the fair market value of the underlying shares on the grant date. Such warrants granted will result in further dilution to all securityholders of the Combined Company.

Current report

A significant portion of the Combined Company’s securities will be restricted from immediate resale. Holders should be aware that transfers of the Combined Company’s securities pursuant to Rule 144 may be limited as Rule 144 is not available, subject to certain exceptions, for the resale of securities initially issued by shell companies (other than business combination related shell companies) or issuers that have been at any time previously a shell company. Cyclerion’s expected disposal of Cyclerion’s historical assets and operations in connection with the Merger is expected to make Cyclerion a shell company. Cyclerion anticipates that following the consummation of the Merger, the Combined Company will no longer be a shell company. As a result, Cyclerion anticipates that holders will not be able to sell their restricted Combined Company securities pursuant to Rule 144 without registration until one year after Cyclerion files the Current Report on Form 8-K following the closing that includes the required Form 10 information that reflects that the Combined Company is no longer a shell company.

Current report

Cyclerion is expected to be deemed a shell company. As a result, if Cyclerion completes the Merger, the Combined Company will be subject to more stringent reporting requirements, offering limitations and resale restrictions.

Current report

Cyclerion’s or the Combined Company’s expected disposal of Cyclerion’s historical assets and operations prior to or following the Merger is expected to make Cyclerion a shell company. As such, the Combined Company would be subject to the requirements applicable to shell company business combinations. The requirements applicable to shell company business combinations are as follows:

Current report

• investors who (i) are affiliates of Korsana at the time the Merger is submitted for the vote or consent of Korsana stockholders, (ii) receive securities of the Combined Company in the Merger (i.e., Rule 145(c)

Current report

securities), and (iii) publicly offer or sell such securities, will be deemed to be engaged in a distribution of such securities, and therefore to be underwriters with respect to resales of those securities, and accordingly such securities may not be included in the Form S-1 resale registration statement anticipated to be filed after the closing of the Merger unless such securities are sold only in a fixed price offering in which such investors are named as underwriters in the prospectus; and

Current report

The foregoing SEC requirements would increase the Combined Company’s time and cost of raising capital, offering stock under equity plans, and complying with securities laws. Further, such requirements will add burdensome restrictions on the resale of Combined Company shares by affiliates of Korsana and any holders of “restricted” or “control” securities.

Current report

Some of Cyclerion’s and Korsana’s directors and executive officers have interests in the Merger that are different from yours and that may influence them to support or approve the Merger without regard to your interests.

Current report

Directors and executive officers of Cyclerion and Korsana have interests in the Merger that are different from, or in addition to, the interests of other Cyclerion shareholders generally. These interests with respect to Cyclerion’s directors and executive officers may include, among others, retention bonus payments, extension of exercisability periods of previously issued stock option grants, severance payments if employment is terminated in a qualifying termination in connection with the Merger and rights to continued indemnification, expense advancement and insurance coverage.

Current report

Further, certain current members of the Korsana Board will continue as directors of the Combined Company after the First Effective Time, and, following the closing of the Merger, will be eligible to be compensated as non-employee directors of the Combined Company pursuant to Cyclerion’s non-employee director compensation policy that is expected to remain in place following the First Effective Time.

Current report

The Cyclerion Board was aware of and considered those interests, among other matters, in reaching their decisions to approve and adopt the Merger Agreement, approve the Merger, and recommend the approval of the Merger Agreement to Cyclerion and Korsana stockholders. These interests, among other factors, may have influenced the directors and executive officers of each company to support or approve the Merger.

Current report

Cyclerion shareholders and Korsana stockholders may not realize a benefit from the Merger commensurate with the ownership dilution they will experience in connection with the Merger, including the conversion of Korsana Common Stock issued in the Korsana Pre-Closing Financing.

Current report

If the Combined Company is unable to realize the full strategic and financial benefits currently anticipated from the Merger, Cyclerion shareholders and Korsana stockholders will have experienced substantial dilution of their ownership interests without receiving any commensurate benefit, or only receiving part of the commensurate benefit to the extent the Combined Company is able to realize only part of the strategic and financial benefits currently anticipated from the Merger.

Current report

After the completion of the Merger, Cyclerion’s current shareholders will generally own a smaller percentage of the Combined Company than their ownership of Cyclerion prior to the Merger. Immediately after the Merger, Cyclerion securityholders as of immediately prior to the Merger are expected to own approximately 1.5% of the outstanding shares of capital stock of the Combined Company (on a fully-diluted basis), and former holders of Korsana securities are expected to own approximately 98.5% of the outstanding shares of capital stock of the Combined Company (on a fully-diluted basis), subject to certain assumptions, including, but not limited to, Cyclerion’s Net Cash as of closing being equal to $0. The Chief Executive Officer and President of Korsana will serve as the Chief Executive Officer and President of the Combined Company following the completion of the Merger.