--- title: "Cyclerion (now Korsana Biosciences) agrees to all-stock merger with Korsana" url: "https://aibio.space/news/cyclerion-now-korsana-biosciences-agrees-all-stock-merger-korsana-380/" publisher: "aibio.space (Biotech Investor Relations News)" date: "2026-04-01" section: "Mergers" tickers: "NASDAQ:KRSA" source: "https://www.sec.gov/Archives/edgar/data/1755237/000119312526137909/d128275d8k.htm" summary: "Cyclerion and private Korsana Biosciences signed a merger agreement on April 1, 2026. A concurrent private financing of approximately $380 million is expec" --- By the aibio.space news desk. Sources - [Korsana Biosciences, Inc. Form 8-K filed April 1, 2026 (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/1755237/000119312526137909/d128275d8k.htm) - [Korsana Biosciences, Inc. exhibit d128275dex991.htm to the April 1, 2026 Form 8-K (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/1755237/000119312526137909/d128275dex991.htm) - [Korsana Biosciences, Inc. exhibit d128275dex101.htm to the April 1, 2026 Form 8-K (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/1755237/000119312526137909/d128275dex101.htm) - [Korsana Biosciences, Inc. Form 10-K filed March 30, 2026: business overview and signatures (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/1755237/000119312526132193/cycn-20251231.htm) [KRSA](https://aibio.space/companies/korsana-biosciences/) 2026-04-01 # Cyclerion (now Korsana Biosciences) agrees to all-stock merger with Korsana, $380 million financing Tickers [KRSA](https://aibio.space/companies/korsana-biosciences/) Cyclerion and private Korsana Biosciences signed a merger agreement on April 1, 2026. A concurrent private financing of approximately $380 million is expected to fund Korsana's operations into 2029. ## Key facts - **Company**: Korsana Biosciences, Inc. (NASDAQ: KRSA) - **News type**: Mergers - **Primary source**: [Korsana Biosciences, Inc. Form 8-K filed April 1, 2026 (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/1755237/000119312526137909/d128275d8k.htm) *A city skyline in morning haze. CC0, via rawpixel. The picture shows the field, not the companies named.* Cyclerion Therapeutics, Inc. agreed on April 1, 2026 to merge with Korsana Biosciences, Inc., a privately held biotechnology company, in an all-stock transaction, according to a [Form 8-K](https://www.sec.gov/Archives/edgar/data/1755237/000119312526137909/d128275d8k.htm) filed the same day. Cyclerion (Nasdaq: CYCN) and Korsana say the combined company will operate as Korsana Biosciences and trade on Nasdaq under the ticker KRSA. A [press release](https://www.sec.gov/Archives/edgar/data/1755237/000119312526137909/d128275dex991.htm) says Korsana has commitments for a private investment with total gross proceeds of approximately $380 million. The deal has not closed, and the companies expect it to close in the third quarter of 2026. ## The merger terms The merger agreement involves Cyclerion, two merger subsidiaries and Korsana. The first subsidiary merges into Korsana, and Korsana then merges into the second. The 8-K says the merger is intended to be a tax-free reorganization. Korsana common stock and Series A Preferred Stock convert into Cyclerion common stock at an exchange ratio. Holders who would exceed a beneficial ownership limit, initially up to 14.99%, receive pre-funded warrants for the excess. Holders of Korsana Series Seed Preferred Stock receive a new Series B Non-Voting Convertible Preferred Stock, convertible into 1,000 common shares each, with an initial 19.99% cap on conversion. The exchange ratio adjusts depending on whether Cyclerion's net cash at closing is more or less than $0. ## Who owns what The two documents disagree on ownership. The press release says pre-merger Cyclerion shareholders are expected to own about 1.5% of the combined company and pre-merger Korsana stockholders, including financing investors, about 98.5%. The 8-K says the reverse: pre-merger Korsana stockholders about 1.5% and pre-merger Cyclerion shareholders about 98.5%. Both say the split is subject to adjustment for Cyclerion's net cash at closing. Shareholders reading the release and the filing will see two different ownership figures for the same merger. ## Conditions and the financing Closing requires approval by Cyclerion shareholders and Korsana stockholders, Nasdaq approval of the listing application, an effective Form S-4 and expiration of the Hart-Scott-Rodino waiting period. It also requires a securities purchase agreement providing for receipt of not less than $150,000,000. Either company may owe the other a termination fee in specified circumstances. The financing, led by Fairmount and Venrock Healthcare Capital Partners, includes common stock and pre-funded warrants for Korsana common stock, and it is expected to close immediately before the merger. The press release says it should fund Korsana into 2029, through a Phase 1 healthy volunteer data readout for KRSA-028 expected in mid-2027 and interim proof of concept data measuring amyloid plaque clearance in Alzheimer's patients by the end of 2027. Cyclerion will ask shareholders to approve the share issuance, a name change, a reverse stock split and a move of its state of incorporation from Massachusetts. ## Cyclerion's position Cyclerion's annual report, filed March 30, 2026, says there is substantial doubt about its ability to continue as a going concern, and that it will need to raise capital in the near term. Its foundational program is CYC-126, an individualized therapy for treatment-resistant depression. The report says the company intends to start a Phase 2 proof-of-concept study in Australia in the second half of 2026. Regina Graul, president and chief executive officer, said in the release that the transaction is "the result of a comprehensive strategic review." ## The companies and the advisers Korsana's lead program, KRSA-028, is a monoclonal antibody targeting amyloid beta for Alzheimer's disease. Jonathan Violin will lead the combined company. Tomas Kiselak, a founding partner at Fairmount, will chair the board, which will include Andrew Gottesdiener of Venrock. Wedbush Securities Inc. is Korsana's exclusive strategic financial adviser, and Gibson, Dunn & Crutcher LLP is its legal counsel. Jefferies, TD Cowen, Stifel, UBS Investment Bank and Wedbush & Co., LLC are the placement agents for the financing, with Cooley LLP as their counsel. Gemini Valuation Services, LLC is financial adviser to Cyclerion, and Ropes & Gray LLP is its legal counsel. [Report an error](https://aibio.space/reputation/#correction) ## Companies in this story KRSA Korsana Biosciences, Inc. NASDAQ ยท United States Open the starter desk ## More in Mergers Mergers ### [InMed sets November 5 record date for CVRs tied to Mentari merger](https://aibio.space/news/inmed-sets-november-5-record-date-cvrs-tied-mentari-merger/) Oct 27, 2026 Mergers ### [Rallybio declares estimated $82.7 million cash distribution tied to Avenzo merger](https://aibio.space/news/rallybio-declares-estimated-82-7-million-cash-distribution-tied-avenzo/) Oct 26, 2026 Mergers ### [Skye Bioscience files preliminary proxy for its Redx Pharma acquisition](https://aibio.space/news/skye-bioscience-files-preliminary-proxy-redx-pharma-acquisition/) Oct 26, 2026 --- Source page: https://aibio.space/news/cyclerion-now-korsana-biosciences-agrees-all-stock-merger-korsana-380/. Facts in aibio.space stories are checked against company filings and releases; opinion is labelled. Cite as: aibio.space, "Cyclerion (now Korsana Biosciences) agrees to all-stock merger with Korsana", 2026-04-01, https://aibio.space/news/cyclerion-now-korsana-biosciences-agrees-all-stock-merger-korsana-380/