Newsfilter article unlocker
Enter Newsfilter article ID in the field below. Example: https://newsfilter.io/articles/39be1bef03e66cdc886c08a2a6319c47
Retrieved article
Thank you for watching. Thank you. Thank you for watching. Thank you. Thank you. Thank you. Thank you for watching. Thank you. Thank you. Thank you. Thank you. Thank you. Thank you. Thank you. © transcript Emily Beynon Thank you. © transcript Emily Beynon Thank you. © transcript Emily Beynon Thank you. Thank you. Thank you. Thank you. © transcript Emily Beynon Thanks for watching! Thank you. Thank you. Thank you. Thank you. Ladies and gentlemen, thank you for standing by and welcome to the Cyclerion Therapeutics, Inc. 2026 Shareholders Meeting. I would now like to hand the conference over to your host today, Regina Graw, Chief Executive Officer and President. Please go ahead. Good afternoon. The meeting will come to order. Welcome to the 2026 Meeting of Shareholders of Seclarian Therapeutics Incorporated. I am Regina Glaw, President and Chief Executive officer now it is my pleasure to introduce our officers and directors present today chief financial officer rhonda chico errol de souza peter hecht stephen hyman michael higgins dina katabi along with myself currently comprise the board of directors i also wish to introduce alex tianoff from our registered public accounting firm Ernst & Young LLP and our legal counsel William Mishner of Ropes and Gray and Neil Aronson of Janari Aronsen LLP who will act as secretary of this meeting. An agenda that outlines the order of business and the rules of conduct for this meeting have been made available. Please note that the use of any recording device or other similar equipment by anyone attending this meeting via the webcast or telephone is strictly prohibited. We will first proceed with the formal business matters properly before this meeting, as set forth in the proxy statement and prospectus previously furnished to shareholders, which I will refer to as the proxy statements. After the formal meeting is adjourned, we will address shareholder questions related to the business of the meeting. Though we may not be able to answer every single question, we will do our best to provide a response to as many questions as possible that are germane to this meeting. As a reminder, questions must be asked in accordance with the rules of conduct for this meeting. An affidavit of distribution of written notice of the shareholder meeting has been prepared by Broadridge Financial Solutions, the company's mailing agent. The affidavit states that the notice of meeting and accompanying proxy statement were duly mailed and deposited with the United States Post Office commencing on July 28, 2026 to all shareholders of record at the close of business on July 17, 2027. The date fixed by the Board of Directors as a record date for shareholders entitled to the vote at this meeting. The affit David will be filed as part of the recording of the record of this meeting, and As established by the Board of Directors and as stated in the notice of this meeting, only shareholders of record of a company's common stock on July 17, 2026 may vote at this meeting. Ms. Bentley has been appointed as the Inspector of Elections. Ms.Bentley has signed an oath promising to execute faithfully the duties of the Inspector of election which will be appended to the minutes of this meeting i now request that ms bentley canvass the number of shares of common stock of the company present at this meeting either virtually or by proxy to determine the presence of a quorum the holders of a majority of the outstanding shares of the companies common stock entitled to a vote at this meet present virtually or represented by proxy, shall constitute a quorum at this meeting. After we have voted on all of the proposals to come before the shareholders, the inspector of elections will report the preliminary results of each vote. Dr. Graal, I have so far counted at least 3,896,779 shares of Cyclerion Therapeutics common stock as present at the meeting, either virtually or by proxy, which is a quorum constituting approximately 83.2% of the total shares entitled to vote at this meeting. Based on the report of the Inspector of Elections, I declare that a quoram is present at this meeting, and as such, the shareholder meeting may proceed. Cyclerion entered into a definitive merger agreement on April 1st, 2026 with Corsana Biosciences Incorporated and two wholly owned subsidiaries of Cyclarion, Caribou's Merger Subcorp and Caribou Merger Sub 2 LLC, which I will refer to as the Merger Subs. As part of this shareholders meeting, you will be asked to vote upon a series of proposals associated with the proposed merger of Corsana Biosciences Incorporated with and into Caribou's merger subcorp with Corsiana Bioscience Incorporate, surviving as the merger as a wholly owned subsidiary of sectarian, which I will refer to as the first merger, and the subsequent proposed merger, of course, on a Bioscientist Incorporates with and into Caribou's merger sub-2 LLC with Caribou merger sub 2 LLC surviving the merger, which I will refer to as the second merger and together with the first merger as the merger. The merger are outlined in further detail in the proxy statement distributed to you and filed as part of the registration statement on form S4, which registration statement has been declared effective by the United States Securities and Exchange Commission. As a condition to closing of the merger, the approval of site clearance shareholders of record as of July 17, 2026, is required for certain proposals set forth in the proxy statement, including the NASDAQ stock issuance proposal, the authorized share increase proposal, and the reverse stock split proposal, each of which I will describe shortly. As there are a number of additional proposals to vote upon, I will read each of the proposals under consideration at the shareholder meeting as a group and ask for a second to each of the proposal prior to opening voting on the proposals. Each of the proposes up for a vote is described in full detail in the proxy statement. Definition for certain terms used in the following proposals can be found in the proxy statement, the proposals are as follows. The proposal to approve the issuance of shares of Cyclarian common stock, including the shares of Cyclian common stock issuable upon conversion of Cyclarion Series B preferred stock, which will represent more than 20% of the shares of Cycliarion common stock outstanding immediately prior to the first merger to stockholders of Corsana pursuant to the merger agreement, a copy of which is attached as Annex A to the proxy statement prospectus and the change of control of Cyclaria resulting from the The first merger pursuant to NASDAQ listing rules 5635A and 5635B, respectively, which are referred to as the NASDAX Stock Issuance Proposal. The proposal to approve articles of amendment to the restated Articles of Organization of Cyclarian as currently in effect, which are referred as the Cyclerian Articles to Increase the number of shares of Cyclarian common stock that Cyclarian is authorized to issue from 400 million shares to 700 million shares in the form attached as Annex H to the proxy statement, which I will refer to as the authorized share increase proposal. The proposal to approve an amendment to the Cyclarian articles to affect reverse stock split of Cyclerion's issued and outstanding common stock at a ratio in the range of one new share for every two shares and one new chair for every 10 shares or any number in between in the form attached as annex I to the proxy statement with the final ratio and effectiveness of such amendment and the abandonment of such a amendment to be mutually agreed by the Cyclarion board and the Corsana Board prior to the first effective time or if the NASDAQ stock issuance proposal is not approved by Cyclerion shareholders, determined solely by the Cyclarion Board, which I'll refer to as the reverse stock split proposal. Approval of the reverse-stock-split proposal requires affirmative vote of a majority of the shares of Cycloarian common stock entitled to a vote at the shareholder meeting as of the close of business on the record date. The proposal to approve the re-domestication of Cyclerion from the Commonwealth of Massachusetts to the Cayman Islands by domestication and the re domestication of Cyclarion from Commonwealth of Massachusets to the Cayman islands by way of continuation and the adoption of the memorandum and articles of association of the combined company substantially in the form attached as annex K to the proxy statement, and which I will refer to collectively as the re-domestication proposal. The proposal to elect Errol B. D'Souza, Ph.D., Regina M. Graal, Ph., Peter M. Hecht, Ph.-D., Michael Higgins, Stephen E. Hyman, M.D. and Dina Katabi, Ph.'D. to the Cyclarian board and to hold office until Cyclerian's annual meeting of shareholders in 2027 and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation, or removal, which I will refer to as the director election proposal, provided that if the merger is consummated, the composition of the clarion board will be reconstituted upon the completion of the merger in accordance with the merger agreement. Approval of the director election proposer requires the affirmative vote of majority of the votes properly cast by holders of Cyclerion common stock in person or represented by proxy at the shareholder meeting. The proposal to ratify the appointment of Ernst & Young LLP, a Cyclarion's independent registered public accounting firm, for fiscal year ending December 31, 2026, which I will refer to as the auditor ratification proposal. The proposal to approve the Corsana Biosciences Incorporated 2026 Stock Incentive Plan, which I will refer to as the Stock Incentered Plan Proposal. Approval, approve the Bioscience Incorporate 2026 Employment Stock Purchase Plan, which I'll refer to the ESPP Proposals. The proposal is to approve on an advisory basis certain compensation arrangements for cyclerians named executive officers that are based on or otherwise related to the merger, which are referred to as the merger compensation proposal, and the proposal to approve on advisory basis the compensation of cyclerian named executive officer, which I refer to as to say on pay proposal. Approval of each of the NASDAQ stock issuance proposal, the authorized share increase proposal, and reverse stock split proposal is a condition to the consummation of the merger. Therefore, the merger cannot be consummated without the approval of the NASDAQ stock issuance proposal, the authorized share increase proposal, and reverse-stock split proposal, unless, to the extent permitted by applicable law, each of the cyclarian, each of cyclarian the merger subs and persona each waive such conditions. The issuance of Cyclarian common stock, including shares of Cyclrian common stock issuable upon conversion of Cyclian Series B preferred stock and Cyclian Series B prefered stock in connection with the merger and the change of control of Cyclan resulting from the merger will not take place unless the NASDAQ stock issuances proposal, the authorized share increase proposal, and the reverse stock split proposal are approved by cyclarian shareholders and the merger are consummated the amendment to the cyclerian articles to increase the number of authorized shares of cyclarion common stock will not take place unless the nasdaq stock issuance proposal the authorized share increase proposal and the reverse split proposal are approved with cyclerion shareholders and and the merger are consummated. The amendment to the articles, to the cyclarian articles to affect a reverse stock split of cyclarians issued in outstanding common stock will not take place unless the NASDAQ stock issuance proposal, the authorized share increase proposal, and the reverse stock split proposals are approved by the requisite cyclarion shareholders. However, the cyclerian board may determine to affect the reverse stocks split if approved by Cyclerion shareholders following the shareholder meeting, even if the NASDAQ stock issuance proposal and the authorized share increase proposal are not approved or the merger are not otherwise consummated. The board of directors of Cyclarion recommends that shareholders vote in favor of each of the proposals. Is there a motion to approve each of the proposal as presented? I move that each of the 10 proposals as presented be approved. I second the motion to approve each of the 10 proposals as presented. At this time, we will proceed to vote on the proposals properly before the shareholders of the company as described in more detail in the proxy statement. The time is now 2.14 p.m. Eastern Time, and the polls with respect to these proposals are open. Any stockholder who has not yet voted or who wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Now that everyone has had the opportunity to vote, the time is now 2.15 p.m. Eastern time, and the polls with respect to these proposals are closed. At this time, I will ask for the report of the Inspector of Elections on the preliminary voting results of the shareholders of Cyclarian Therapeutics Incorporated. With the exception of the redomestication proposal, each of the proposals has received the votes necessary to approve such proposal. The redomestication proposal did not receive the votes necessarily to approve such proposal, Thank you, Ms. Bentley. Since there are already sufficient votes to approve the NASDAQ stock insurance proposal, the authorized share increase proposal, and the reverse stock split proposal, the proposal and the proxy statement to adjourn this meeting will not be presented for a vote. The preliminary report of the inspector of election indicates that each of the resolutions presented to the shareholders at this meeting, with the exception of the re-domestication proposal have been carried. The re- domestication proposal has not been carried I ask that following the meeting Ms. Bentley prepare and deliver the certificate of inspector of election to the company which will be filed with the minutes of this meeting Cyclerion Therapeutics will be recording the final vote results and a current report on form 8K to be filed with the Securities and Exchange Commission within four business days of this meeting. As there is no further business to come before the meeting, I declare the shareholder meeting of Seclarant Therapeutics Incorporated adjourned. I'll now turn the call over to Rhonda Chico, our Chief Financial Officer, to answer any questions that have been asked by shareholders in accordance with the rules of conduct for this meeting. please note that various remarks that we may make about the merger or future expectations plans and prospects for the company constitute forward-looking statements for purposes of the safe harbor provisions under the private securities litigation reform act of 1995 actual results may differ materially from those indicated by these forward-looking statements as a result of various important factors. For a discussion of some of these important factors affecting future operating results, please refer to the Cautionary Note Concerning Forward-Looking Statements section of our annual report on 10-K for the fiscal year ending December 31, 2025, our other SEC reports, the Form S-4 and the Proxy Statement, which are on file with the SEC. In addition, these forward-looking statements represent the company's expectations only as of today. While the company may elect to update or revise any forward-thinking statements, it specifically disclaims any obligations to do so. Any forward-working statements should not be relied upon as representing the companyís estimate or view as of any date subsequent to today. I would like to open the line to questions and answers. Please note that we will attempt to answer as many questions as time allows, but we will only address questions related to the business of this meeting. Out of consideration for others, please limit yourself to one question. Our first question, can you describe Cyclerion's current ownership in Ticento, and can any representatives of Ticeto comment on their timeline for phase two results and the company's intentions, either IPO, sales, et cetera, on a success? This is Regina Grawl. Yep. This is Regina Graw. So, cyclarein holds 10% ownership in Ticento, however, we are not in a position to comment on Ticentos strategic plans or future activities. Thank you. Second question. Do we know what the split ratio will be? this is Regina again. We are currently in discussions on what the split ratio will be moving forward. As there are no questions, as there are no additional questions, this concludes our question and answer period. Thank you for joining Cyclerion's shareholder meeting. The meeting has now concluded. Thank Thank you for joining and have a pleasant day. Thank you.