Peter M. Hecht - May 19, 2023 Form 4 Insider Report for Cyclerion Therapeutics, Inc. (CYCN)

Role
Chief Executive Officer, Director, 10%+ Owner
Signature
/s/ Gary J. Simon, Attorney-in-Fact
Stock symbol
CYCN
Transactions as of
May 19, 2023
Transactions value $
$5,000,001
Form type
4
Date filed
5/22/2023, 08:43 PM
Previous filing
Jan 24, 2022
Next filing
Dec 4, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CYCN Common Stock Award $1.95M +225K +219.76% $8.68 327K May 19, 2023 Direct F1
holding CYCN Common Stock 24 May 19, 2023 The 2000 Trust for Alexis Mae Hecht F2
holding CYCN Common Stock 24 May 19, 2023 The 2000 Trust for Malcolm Peter Hecht F2
holding CYCN Common Stock 24 May 19, 2023 The 2000 Trust for Zoe Niovi Hecht F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction CYCN Series A Convertible Preferred Stock Award $3.05M +351K $8.68 351K May 19, 2023 Common Stock 351K $0.00 Direct F1
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On May 19, 2023, the reporting person purchased directly from the Issuer 225,000 shares of Common Stock and 351,037 shares of Series A Convertible Preferred Stock (the "Series A Preferred Stock") for a total purchase price of approximately $5,000,000 (or $8.68 per share) in a private placement transaction pursuant to the Stock Purchase Agreement dated as of March 31, 2023 between the reporting person and the Issuer. The Series A Preferred Stock may be converted to Common Stock on a one-for-one basis at the option of the holder thereof. The reporting person has agreed not to convert his Series A Preferred Stock to the extent such conversion would require shareholder approval pursuant to Nasdaq listing rules and such shareholder approval has not been obtained.
F2 These shares are held in the referenced trust for the benefit of the reporting person's child. The reporting person's spouse is the trustee of this trust. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or any other purpose.

Remarks:

All numbers presented above reflect share amounts and price information after giving effect to the 1-for-20 reverse stock split the Issuer effected on May 15, 2023, which was previously announced in the Current Report on Form 8-K filed by the Issuer on the same date. Immediately prior to the transaction reported herein, the reporting person directly held 2,047,698 shares of Common Stock on a pre-split basis (or 102,385 shares of Common Stock on a post-split basis).