UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 24, 2021
CYCLERION THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
| Massachusetts | 001-38787 | 83-1895370 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
245 First Street, 18th Floor
Cambridge, Massachusetts 02142
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (857) 327-8778
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, no par value | CYCN | The Nasdaq Stock Market LLC (Nasdaq Global Select Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At Cyclerion Therapeutics, Inc.’s (the “Company”) annual meeting of stockholders held on June 24, 2021, as contemplated by the Company’s definitive proxy material for the meeting, certain matters were submitted to a vote of stockholders. The following tables summarize the results of voting with respect to each matter:
1. Election of Directors:
| For | Against | Withheld | Broker Non-Votes | ||||
Kevin Churchwell, M.D. | 20,034,155 | 0 | 57,455 | 4,025,472 | |||
George Conrades | 20,011,263 | 0 | 80,347 | 4,025,472 | |||
Errol De Souza, Ph.D. | 19,388,700 | 0 | 702,910 | 4,025,472 | |||
Marsha Fanucci | 19,598,737 | 0 | 492,873 | 4,025,472 | |||
Peter M. Hecht, Ph.D. | 19,948,022 | 0 | 143,588 | 4,025,472 | |||
Ole Isacson, M.D., Ph.D. | 20,033,506 | 0 | 58,104 | 4,025,472 | |||
Stephanie Lovell | 20,064,598 | 0 | 27,012 | 4,025,472 | |||
Terrance McGuire | 20,000,066 | 0 | 91,544 | 4,025,472 | |||
Michael Mendelsohn, M.D. | 20,038,610 | 0 | 53,000 | 4,025,472 |
2. Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021:
| For | Against | Abstain | ||
| 23,981,513 | 132,953 | 2,616 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Cyclerion Therapeutics, Inc. | |||
| Dated: June 25, 2021 | By: | /s/ Anjeza Gjino | |
| Name: | Anjeza Gjino | ||
| Title: | Chief Financial Officer | ||
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