SEC Form 3 · accession 0001193125-26-388110

Korsana Biosciences, Inc. · KRSA

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1Effective as of September 8, 2026 (the "Effective Time"), (i) Cariboos Merger Sub Corp., a wholly owned subsidiary of Cyclerion Therapeutics, Inc. ("Cyclerion"), merged with and into Korsana Biosciences, Inc. ("Pre-Merger Korsana"), with Pre-Merger Korsana continuing as a wholly owned subsidiary of Cyclerion and the surviving corporation of the merger (the "First Merger"), and (ii) immediately thereafter, Pre-Merger Korsana merged with and into Cariboos Merger Sub II, LLC, a second wholly owned subsidiary of Cyclerion ("Second Merger Sub"), with Second Merger Sub being the surviving entity of the merger under the name Korsana Biosciences Operating Company, LLC (the "Second Merger" and, together with the First Merger, the "Merger"). At the Effective Time, Cyclerion changed its name to "Korsana Biosciences, Inc." (hereinafter, the "Issuer").
• F2Represents shares of the Issuer's common stock received in the Merger in exchange for shares of Pre-Merger Korsana's common stock. Consists of (i) 2,024,520 shares of common stock held directly by Venrock Healthcare Capital Partners EG, L.P. ("VHCP EG"), (ii) 1,001,091 shares of common stock held directly by Venrock Healthcare Capital Partners XP, L.P. ("VHCP XP"), (iii) 1,385,432 shares of common stock held directly by Venrock Healthcare Capital Partners III, L.P. and (iv) 138,542 shares of common stock held directly by VHCP Co-Investment Holdings III, LLC.
• F3VHCP Management EG, LLC ("VHCPM EG") is the sole general partner of VHCP EG. VHCP Management XP, LLC ("VHCPM XP") is the sole general partner of VHCP XP. VHCP Management III, LLC ("VHCPM III") is the sole general partner of Venrock Healthcare Capital Partners III, L.P. ("VHCP III") and the sole manager of VHCP Co-Investment Holdings III, LLC ("VHCP Co-III"). The Reporting Person is one of two voting members of VHCPM III, VHCPM EG and VHCPM XP. The Reporting Person expressly disclaims beneficial ownership over all shares held by VHCP III, VHCP Co-III, VHCP EG and VHCP XP except to the extent of his indirect pecuniary interest therein.
• F4Series B Non-Voting Convertible Preferred Stock of the Issuer, no par value per share (the "Issuer Preferred Stock"), has no expiration date and is convertible at any time and from time to time at the option of the holder thereof into a number of shares of the Issuer's common stock equal to the Conversion Ratio, initially 1,000 shares of common stock for each share of Issuer Preferred Stock, subject to adjustment. A holder may not convert Issuer Preferred Stock to the extent that, after giving effect to the conversion, the holder, together with its affiliates and any other persons whose beneficial ownership would be aggregated with the holder's for purposes of Section 13(d) or Section 16 of the Securities Exchange Act of 1934, including any group of which the holder is a member, would beneficially own shares of common stock in excess of the applicable beneficial ownership limitation,
• F5(Continued from footnote 4) which VHCP EG, VHCP XP, VHCP III and VHCP Co-III have designated as 9.99% of the shares of common stock outstanding. A holder may reset that limitation to a lower percentage effective immediately, or to a higher percentage not exceeding 19.99% effective on the 61st day after written notice to the Issuer, and the limitation is automatically set at 9.99% at any time the holder's beneficial ownership is 9.00% or less of the outstanding common stock.
• F6Consists of (i) 935 shares of Issuer Preferred Stock held directly by VHCP EG, (ii) 830 shares of Issuer Preferred Stock held directly by VHCP XP, (iii) 130 shares of Issuer Preferred Stock held directly by VHCP III and (iv) 13 shares of Issuer Preferred Stock held directly by VHCP Co-III, convertible in the aggregate into 1,908,000 shares of the Issuer's common stock.
• F7The pre-funded warrants to purchase shares of the Issuer's common stock (the "Issuer Pre-Funded Warrants") have no expiration date and are exercisable at any time and from time to time on or after the date of issuance. A holder may not exercise the Issuer Pre-Funded Warrants to the extent that, immediately prior to or following the exercise, the holder, together with its affiliates and any other persons whose beneficial ownership would be aggregated with the holder's for purposes of Section 13(d) of the Securities Exchange Act of 1934, would beneficially own shares of common stock in excess of the maximum percentage applicable to such holder, which VHCP EG, VHCP XP, VHCP III and VHCP Co-III have elected to be 9.99% of the shares of common stock issued and outstanding following the exercise.
• F8(Continued from footnote 7) A holder may increase or decrease that maximum percentage by written notice to the Issuer, provided that it may not exceed 19.99% and that any increase is not effective until the 61st day after the notice is delivered to the Issuer.
• F9Consists of (i) Issuer Pre-Funded Warrants held directly by VHCP EG exercisable for 1,470,712 shares of the Issuer's common stock, (ii) Issuer Pre-Funded Warrants directly by VHCP XP exercisable for 727,242 shares of the Issuer's common stock, (iii) Issuer Pre-Funded Warrants directly by VHCP III exercisable for 1,006,446 shares of the Issuer's common stock and (iv) Issuer Pre-Funded Warrants directly by VHCP Co-III exercisable for 100,644 shares of the Issuer's common stock.

Remarks

Exhibit 24 - Power of Attorney