Cyclerion Therapeutics, Inc.

Previous wording

Based on Cyclerion’s capitalization as of December 31, 2025 and Korsana’s capitalization as of March 31, 2026 and assuming Cyclerion’s net cash as of closing being equal to $0, each share of Korsana Common Stock and Korsana Series A Preferred 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. The estimated Exchange Ratio does not give effect to the proposed Cyclerion reverse stock split and is subject to adjustment based on Cyclerion’s estimated net cash at the closing of the First Merger.

Current wording

Based on Cyclerion’s and Korsana’s capitalization as of June 30, 2026 and assuming Cyclerion’s net cash as of closing being equal to $(2.5) million, each share of Korsana Common Stock and Korsana Series A Preferred Stock is currently estimated to be entitled to receive approximately 1.4735 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. The estimated Exchange Ratio does not give effect to the proposed Cyclerion reverse stock split and is subject to adjustment based on Cyclerion’s estimated net cash at the closing of the First Merger.

Previous wording

Korsana Common Stock and Korsana Pre-Funded Warrants that are issued in the Korsana Pre-Closing Financing will be converted into the right to receive a number of shares of Cyclerion Common Stock and Cyclerion Pre-Funded Warrants, respectively, equal to the Exchange Ratio. Korsana and the investors participating in the Korsana Pre-Closing Financing have also agreed to enter into a registration rights agreement at the closing of the Korsana Pre-Closing Financing, pursuant to which, among other things, the Combined Company will agree to provide for the registration and resale of certain shares of Korsana Common Stock that are held by the investors participating in the Korsana Pre-Closing Financing from time to time pursuant to Rule 415 under the Securities Act.

Current wording

In connection with the Merger, on April 1, 2026, Korsana entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain institutional and accredited investors for the purchase of shares of Korsana Common Stock and Pre-Funded Warrants to purchase shares of Korsana Common Stock (the “Korsana Pre-Funded Warrants”) for an aggregate purchase price of approximately $380.0 million, immediately prior to the closing of the Merger (referred to herein as the “Korsana Pre-Closing Financing”). The shares of Korsana Common Stock and Korsana Pre-Funded Warrants that are issued in the Korsana Pre-Closing Financing will be converted into the right to receive a number of shares of Cyclerion Common Stock and Cyclerion Pre-Funded Warrants, respectively, equal to the Exchange Ratio. Korsana and the investors participating in the Korsana Pre-Closing Financing have also agreed to enter into a registration rights agreement at the closing of the Korsana Pre-Closing Financing, pursuant to which, among other things, the Combined Company will agree to provide for the registration and resale of certain shares of Korsana Common Stock that are held by the investors participating in the Korsana Pre-Closing Financing from time to time pursuant to Rule 415 under the Securities Act.

Previous wording

Based on its current operating plan, Cyclerion expects that its current cash and cash equivalents will fund its operations until the closing of the contemplated Merger, which is subject to approval by its shareholders and the shareholders of Korsana and other customary closing conditions; however, Cyclerion has based this estimate on assumptions that may prove to be wrong, and Cyclerion could use its capital resources sooner than Cyclerion expects.

Current wording

Based on its current operating plan, Cyclerion expects that its current cash and cash equivalents will fund its operating expenses until the closing of the contemplated Merger, which is subject to approval by its shareholders and the shareholders of Korsana and other customary closing conditions; however, Cyclerion has based this estimate on assumptions that may prove to be wrong, and Cyclerion could use its capital resources sooner than Cyclerion expects.

Previous wording

2025, Akebia publicly announced that it has recently initiated Phase 2 clinical trials for the treatment of focal segmental glomerulosclerosis (“FSGS”) using praliciguat. Pursuant to the terms of amendment, upon initiation (defined as first patient dosed) of a Phase 2 clinical trial in the U.S. for a product, a $1.0 million development milestone payment would be due to us and the payment was received in February 2026. We are eligible to receive additional milestone cash payments of up to approximately $557.5 million in total related to potential future development, regulatory, and commercialization milestone payments for praliciguat. In exchange for a reduction in certain development milestone payments, we are eligible to receive certain higher-tiered sales-based royalties ranging from mid-single-digits to twenty percent.

Current wording

On December 13, 2024, we announced that Cyclerion and Akebia re-negotiated a mutually beneficial amendment to Akebia's exclusive license agreement for praliciguat. Under this new license amendment, we received $1.75 million in amendment payments, of which $1.25 million was paid in December 2024 and an additional payment of $0.5 million was paid in September 2025. In addition, Akebia is responsible for all intellectual property expenses associated with praliciguat at an earlier date than as originally agreed between the parties. On December 1, 2025, Akebia publicly announced that it has recently initiated Phase 2 clinical trials for the treatment of focal segmental glomerulosclerosis (“FSGS”) using praliciguat. Pursuant to the terms of amendment, upon initiation (defined as first patient dosed) of a Phase 2 clinical trial in the U.S. for a product, a $1.0 million development milestone payment would be due to us and the payment was received in February 2026. We are eligible to receive additional milestone cash payments of up to approximately $557.5 million in total related to potential future development, regulatory, and commercialization milestone payments for praliciguat. In exchange for a reduction in certain development milestone payments, we are eligible to receive certain higher-tiered sales-based royalties ranging from mid-single-digits to twenty percent.

Previous wording

The following table summarizes our research and development expenses, employee and facility related costs allocated to research and development expense, and discovery and pre-clinical phase programs, for the three months ended March 31, 2026 and 2025. The product pipeline expenses relate primarily to external costs associated with nonclinical studies.

Current wording

The following table summarizes our research and development expenses, employee and facility related costs allocated to research and development expense, and discovery and pre-clinical phase programs, for the three and six months ended June 30, 2026 and 2025. The product pipeline expenses relate primarily to external costs associated with nonclinical studies.

Previous wording

Revenue from option agreement. On July 22, 2024, we entered into the Option Agreement with the Optionee, which the Optionee had the Option to enter into an exclusive license to olinciguat for human therapeutics, subject to certain carveouts. We recognized revenue of $0.1 million related to the Option extension fee and expense reimbursement during the three months ended March 31, 2025. The Option Agreement was terminated in October 2025 and no revenue was recognized during the three months ended March 31, 2026.

Current wording

Revenue from option agreement. On July 22, 2024, we entered into the Option Agreement with the Optionee, which the Optionee had the Option to enter into an exclusive license to olinciguat for human therapeutics, subject to certain carveouts. We recognized revenue of $0.1 million and $0.2 million related to the Option extension fee and expense reimbursement during the three and six months ended June 30, 2025, respectively. The Option Agreement was terminated in October 2025 and no revenue was recognized during the three and six months ended June 30, 2026.

Previous wording

Research and development expense. The increase in research and development expense of approximately $0.7 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, was primarily driven by increases of approximately $0.6 million in professional consulting and approximately $0.1 million in license option fee.

Current wording

The increase in research and development expense of approximately $0.6 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, was primarily driven by increases of approximately $0.5 million in professional consulting and approximately $0.1 million in license option fee.

Previous wording

General and administrative expense. The increase in general and administrative expenses of approximately $1.0 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 was primarily driven by increases of approximately $0.3 million in professional consulting and $0.9 million in corporate legal fees, offset by a decrease of $0.1 million in patent fees and $0.1 million in insurance expense.

Current wording

General and administrative expense. The increase in general and administrative expenses of approximately less than $0.1 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 was primarily driven by increases of approximately $0.4 million in corporate legal fees, offset by a decrease of $0.1 million in patent fees, $0.1 million in professional consulting, $0.1 million in outside service fees and $0.1 million in audit services fees.

Previous wording

Interest income. Interest income was not changed significantly for the three months ended March 31, 2026, compared to the three months ended March 31, 2025.

Current wording

Interest income. Interest income was not changed significantly for the three and six months ended June 30, 2026, compared to the three and six months ended June 30, 2025.

Previous wording

On March 21, 2025, we closed on a private placement of 499,998 shares of our common stock, pursuant to a Stock Purchase Agreement, for total gross proceeds of approximately $1.375 million. We also incurred transaction costs of $0.1 million during the three months ended March 31, 2026.

Current wording

On March 21, 2025, we closed on a private placement of 499,998 shares of our common stock, pursuant to a Stock Purchase Agreement, for total gross proceeds of approximately $1.375 million. We also incurred transaction costs of $0.1 million during the six months ended June 30, 2026.

Previous wording

On March 31, 2026, we had approximately $2.8 million of unrestricted cash and cash equivalents. Our cash equivalents include amounts held in U.S. government money market funds. We invest cash in excess of immediate requirements in accordance with our investment policy, which requires all investments held by us to be at least

Current wording

On June 30, 2026, we had approximately $1.4 million of unrestricted cash and cash equivalents. Our cash equivalents include amounts held in U.S. government money market funds. We invest cash in excess of immediate requirements in accordance with our investment policy, which requires all investments held by us to be at least “AAA” rated or equivalent, with a remaining final maturity when purchased of less than twelve months, so as to primarily achieve liquidity and capital preservation.

Previous wording

We have incurred recurring losses since our inception, including a net loss of $3.2 million for the three months ended March 31, 2026. In addition, as of March 31, 2026, we had an accumulated deficit of $274.2 million. We expect that our cash and cash equivalents as of March 31, 2026, will be sufficient to fund operations into the third quarter of 2026, however we will need to obtain additional funding to sustain operations as we expect to continue to generate operating losses for the foreseeable future. Accordingly, we have concluded that substantial doubt exists about our ability to continue as a going concern.

Current wording

We have incurred recurring losses since our inception, including a net loss of $4.9 million for the six months ended June 30, 2026. In addition, as of June 30, 2026, we had an accumulated deficit of $276.0 million. We expect that our cash and cash equivalents as of June 30, 2026, will be sufficient to fund our operating expenses through the anticipated closing of the Merger, however we will need to obtain additional funding to sustain operations as we expect to continue to generate operating losses for the foreseeable future. Accordingly, we have concluded that substantial doubt exists about our ability to continue as a going concern.

Previous wording

The following is a summary of cash flows for the three months ended March 31, 2026 and 2025:

Current wording

The following is a summary of cash flows for the six months ended June 30, 2026 and 2025:

Previous wording

Net cash used in operating activities of $1.0 million for the three months ended March 31, 2025 was primarily a result of our $1.4 million net loss from operations. The net loss was offset by non-cash stock-based compensation expense of $0.1 million, a decrease in prepaid expenses of $0.2 million, an increase in accounts payable of $0.1 million and an increase in accrued expenses and other current liabilities of $0.1 million.

Current wording

Net cash used in operating activities of $2.6 million for the six months ended June 30, 2026 was primarily a result of our $4.9 million net loss from operations. The net loss was offset by non-cash stock-based compensation expense of $0.1 million, a decrease in accounts receivable of $1.0 million, a decrease in prepaid expense of $0.3 million and an increase in accounts payable of $1.1 million. The net loss was also adjusted by a decrease in accrued research and development costs of $0.2 million.

Previous wording

Net cash used in operating activities of $1.2 million for the three months ended March 31, 2026 was primarily a result of our $3.2 million net loss from operations. The net loss was offset by a decrease in accounts receivable of $1.0 million and an increase in accrued expenses and other current liabilities of $0.9 million.

Current wording

Net cash used in operating activities of $1.5 million for the six months ended June 30, 2025 was primarily a result of our $1.8 million net loss from operations. The net loss was offset by non-cash stock-based compensation expense of $0.2 million.

Previous wording

Net cash used in investment activities of $0.1 million for the three months ended March 31, 2026 was due to purchase of lab equipment acquired during the three months ended March 31, 2026. There was no investing activity in the three months ended March 31, 2025.

Current wording

Net cash used in investment activities of $0.1 million for the six months ended June 30, 2026 was due to purchase of lab equipment acquired during the six months ended June 30, 2026. There was no investing activity in the six months ended June 30, 2025.

Previous wording

Net cash provided by financing activities for the three months ended March 31, 2026 of $0.8 million was due to the net proceeds received from ATM related to the issuance of 405,000 shares of our common stock under the ATM. Net cash provided by financing activities for the three months ended March 31, 2025 of $1.4 million was due to cash received from the 2025 Equity Private Placement related to issuance of 499,998 shares common stock at a purchase price of $2.75 per share.

Current wording

Net cash provided by financing activities for the six months ended June 30, 2026 of $0.8 million was due to the net proceeds received from ATM related to the issuance of 405,000 shares of our common stock under the ATM. Net cash provided by financing activities for the six months ended June 30, 2025 of $1.2 million was due to cash received from the 2025 Equity Private Placement related to issuance of 499,998 shares common stock at a purchase price of $2.75 per share.

Previous wording

Because of the many risks and uncertainties associated with research, development and commercialization of product candidates, we are unable to estimate the exact amount of our working capital requirements if the Merger is not consummated. Our expenses will fluctuate, and our future funding requirements will depend on, and could increase or decrease significantly as a result of many factors, including the:

Current wording

Because of the many risks and uncertainties associated with research, development and commercialization of product candidates, we are unable to estimate the exact amount of our working capital requirements if the Merger is not consummated. If the Merger is not consummated and if we are thereafter unable to raise additional capital, we expect we would cease operations and seek to dissolve the Corporation. In the event we were able to raise additional capital, our expenses will fluctuate, and our future funding requirements will depend on, and could increase or decrease significantly as a result of many factors, including the: