Korsana Biosciences, Inc.

DEF 14A 1 d36079ddef14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

October 15, 2026

Dear Shareholders:

You are cordially invited to attend a special meeting of shareholders (the “Special Meeting”) of Korsana Biosciences, Inc., a Massachusetts corporation (“Korsana” or the “Company”), to be held on November 13, 2026 at 10:30 a.m., Eastern Time. The Special Meeting will be held exclusively online via live webcast. You will be able to attend and participate in the Special Meeting, vote your shares electronically and submit questions during the meeting by visiting www.proxydocs.com/KRSA. There will be no physical location for the Special Meeting.

On September 8, 2026, we completed our previously announced merger transaction (the “Merger”) contemplated by the Agreement and Plan of Merger and Reorganization, dated as of April 1, 2026, as amended on April 17, 2026, among Cyclerion Therapeutics, Inc., Korsana Biosciences, Inc., then a privately held Delaware corporation (“Legacy Korsana”), Cariboos Merger Sub Corp. and Cariboos Merger Sub II, LLC. In connection with the closing of the Merger, we changed our name from “Cyclerion Therapeutics, Inc.” to “Korsana Biosciences, Inc.,” and our common stock began trading on the Nasdaq Capital Market under the ticker symbol “KRSA” on September 9, 2026.

At the annual meeting of shareholders of Cyclerion Therapeutics, Inc. held on August 26, 2026, shareholders were asked to approve the redomestication of the Company from the Commonwealth of Massachusetts to the Cayman Islands (the “Redomestication”). The Redomestication received the support of a substantial majority of the votes cast at that meeting, approximately 61.8%. However, Massachusetts law requires that the domestication be approved by not less thantwo-thirds of all shares entitled to vote on the matter, whether or not those shares are voted. Because of overall voter turnout at that meeting, the Redomestication proposal received the affirmative vote of fewer thantwo-thirds of all shares entitled to vote on the matter and the affirmative votes also fell short of thetwo-thirds of the votes properly cast required to approve the redomestication by way of continuation into the Cayman Islands as a special resolution. The proposal therefore was not approved, and the Redomestication was not effected.

Our board of directors (the “Board”) continues to believe that the Redomestication is advisable and in the best interests of the Company and its shareholders, for the reasons described in the accompanying proxy statement (the “Proxy Statement”). Accordingly, the Board has called the Special Meeting to resubmit the Redomestication to shareholders for approval.

At the Special Meeting, you will be asked to consider and vote upon the following proposals:

Proposal Nos. 1 and 2 together comprise the “Redomestication Proposal.” The Redomestication will not be effected unless both Proposal No. 1 and Proposal No. 2 are approved by the requisite shareholder votes. The Redomestication is not conditioned upon the completion of any other transaction.

If the Redomestication Proposal is approved and the Redomestication is effected, the Company will remain the same legal entity and will continue its existence as an exempted company limited by shares incorporated under the laws of the Cayman Islands. Each outstanding share of the Company’s common stock will be automatically converted into one ordinary share of the Cayman Islands company by operation of law, without any exchange of certificates or any other action on the part of shareholders. The Redomestication will not result in any change in the Company’s business, management, offices, assets or liabilities, and the Company’s ordinary shares will continue to be listed on the Nasdaq Capital Market under the ticker symbol “KRSA.”

AFTER CAREFUL CONSIDERATION, THE BOARD HAS UNANIMOUSLY DETERMINED THAT EACH OF THE PROPOSALS DESCRIBED IN THE PROXY STATEMENT IS ADVISABLE AND IN THE BEST INTERESTS OF THE COMPANY AND ITS SHAREHOLDERS. THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH OF PROPOSAL NO. 1, PROPOSAL NO. 2 AND PROPOSAL NO. 3.

Your vote is very important, regardless of the number of shares you own. Approval of Proposal No. 1 requires the affirmative vote of not less thantwo-thirds of all shares entitled to vote on the matter.As a result, if you abstain or fail to vote, or if you hold your shares through a broker, bank or other nominee and do not instruct your broker, bank or other nominee how to vote, it will have the same effect as a vote “AGAINST” Proposal No.****** 1.** This is the standard that was not satisfied at the August 26, 2026 meeting. Whether or not you plan to attend the Special Meeting, we urge you to vote as promptly as possible over the Internet or by telephone, or by completing, signing, dating and returning your proxy card, so that your shares are represented at the Special Meeting.

Only shareholders of record at the close of business on October 7, 2026, the record date for the Special Meeting, are entitled to notice of, and to vote at, the Special Meeting and any adjournments or postponements thereof.

On behalf of the Board, thank you for your continued support of Korsana Biosciences, Inc.

Sincerely,

Jonathan Violin, Ph.D.

President and Chief Executive Officer

Waltham, Massachusetts

203 Crescent Street, Bldgs. #3/3A/4, Suite 503

Waltham, Massachusetts 02453

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To Be Held On November 13, 2026

NOTICE IS HEREBY GIVEN that a special meeting of shareholders (the “Special Meeting”) of Korsana Biosciences, Inc., a Massachusetts corporation (the “Company”), will be held on November 13, 2026 at 10:30 a.m., Eastern Time. The Special Meeting will be held exclusively online via live webcast at www.proxydocs.com/KRSA. There will be no physical location for the Special Meeting.

The Special Meeting is being held for the following purposes:

i

Proposal No. 1 and Proposal No. 2 are together referred to as the “Redomestication Proposal,” and the redomestication of the Company from the Commonwealth of Massachusetts to the Cayman Islands contemplated by the Redomestication Proposal is referred to as the “Redomestication.” The Redomestication will not be effected unless both Proposal No. 1 and Proposal No. 2 are approved by the requisite shareholder votes. The Redomestication is not conditioned upon the approval of the Adjournment Proposal or upon the completion of any other transaction. No other business may be transacted at the Special Meeting.

The affirmative vote of not less thantwo-thirds of the shares entitled to vote on the subject matter at the Special Meeting, assuming a quorum is present, is required for approval of Proposal No. 1. The affirmative vote of not less thantwo-thirds of the votes properly cast by the holders of the Company’s common stock in person or represented by proxy at the Special Meeting, assuming a quorum is present, is required for approval of Proposal No. 2. The number of affirmative votes exceeding the number of votes opposing the matter, assuming a quorum is present, is required for approval of Proposal No. 3.

Because approval of Proposal No. 1 requires the affirmative vote of not less thantwo-thirds of the shares entitled to vote on the subject matter, abstentions, brokernon-votes, if any, and failures to vote will each have the same effect as a vote “AGAINST” Proposal No. 1. Abstentions and brokernon-votes, if any, will have no effect on the outcome of Proposal No. 2 or Proposal No. 3, although they will count for purposes of determining whether a quorum is present.

The presence, by attending the Special Meeting virtually or being represented by proxy, of the holders of a majority of the shares of the Company’s common stock outstanding and entitled to vote at the Special Meeting is necessary to constitute a quorum.

Notwithstanding the order of the resolutions on the notice to the Special Meeting, the Adjournment Proposal may be presented first to the shareholders if, based on the tabulated vote collected at the time of the Special Meeting, there are insufficient votes for, or otherwise in connection with, the approval of the Domestication Proposal and the Continuation and Cayman Articles Proposal.

The Board of Directors unanimously recommends that you vote “FOR” Proposal No. 1, “FOR” Proposal No. 2 and “FOR” Proposal No. 3.

The accompanying Proxy Statement is dated October 15, 2026 and, together with the enclosed proxy card, is first being mailed to shareholders on or about October 15, 2026.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Shareholders to Be Held on November 13, 2026: this Notice of Special Meeting of Shareholders and the accompanying Proxy Statement are available free of charge at www.proxydocs.com/KRSA.

By Order of the Board of Directors,

Jonathan Violin, Ph.D.

President and Chief Executive Officer

Waltham, Massachusetts

October 15, 2026

ii