Cyclerion Therapeutics, Inc. and Korsana Biosciences, Inc. have entered into a definitive merger agreement for an all-stock transaction. Upon completion of the transaction, the combined company plans to operate under the name Korsana Biosciences, Inc. and trade on Nasdaq under the ticker symbol KRSA.
In support of the proposed merger, Korsana has secured commitments for an oversubscribed private investment that is expected to result in total gross proceeds of approximately $380m from a syndicate of investors. The financing includes common stock and pre-funded warrants exercisable for shares of Korsana common stock.
The financing is expected to close immediately prior to completion of the proposed merger. The combined company’s cash and cash equivalents balance at closing, including the funds from the private placement, is anticipated to fund Korsana’s operations into 2029 and provides runway through key clinical milestones. These include the advancement of KRSA-028 through phase 1 healthy volunteer data expected in mid-2027 and interim proof of concept data measuring amyloid plaque clearance in Alzheimer’s patients expected by the end of 2027.
“Korsana is determined to deliver breakthrough medicines for patients suffering from neurodegenerative disorders. With our seasoned team and support from leading biotechnology investors, Korsana is well-positioned to advance a pipeline of innovative, next generation therapies,” said Jonathan Violin, Korsana’s president and chief executive officer. Violin will lead the new combined company.
“Patients deserve better options than what is currently available, and we believe our lead programme KRSA-028 can deliver a best-in-class product to treat Alzheimer’s disease. We are also building a broader pipeline leveraging our proprietary platform to target other devastating neurodegenerative disorders.”
Korsana is the seventh company to launch with assets discovered and developed by Paragon Therapeutics. KRSA-028 is a next-generation shuttled antibody targeting amyloid beta for the treatment of Alzheimer’s disease, discovered in partnership with Paragon Therapeutics. KRSA-028 uses the Therapeutic Targeting (THETA) platform, which incorporates clinically validated transferrin receptor (TfR1) and Fc engineering and is designed to improve brain delivery and solve limitations of other TfR1-based approaches. KRSA-028 was designed to increase amyloid plaque clearance, reduce the rate of amyloid-related imaging abnormalities (ARIA) and hematologic adverse events, and optimise convenience and compliance with a low-volume subcutaneous route of administration. Korsana is advancing a pipeline of innovative THETA-enabled therapies for other undisclosed, neurodegenerative diseases with high unmet need.
“Our transaction with Korsana is the result of a comprehensive strategic review, and we believe it represents the best path forward for Cyclerion,” said Regina Graul, president and CEO of Cyclerion.
“Korsana’s promising and innovative pipeline targeting neurodegenerative disorders, beginning with Alzheimer’s disease, provides the potential for significant value creation for Cyclerion’s shareholders.”
Under the terms of the merger agreement, as of the closing of the proposed merger, the pre-merger Cyclerion shareholders are expected to own approximately 1.5% of the combined company and the pre-merger Korsana stockholders (inclusive of those investors participating in the pre-closing financing) are expected to own approximately 98.5% of the combined company. The percentage of the combined company that Cyclerion’s shareholders will own as of the closing of the proposed merger is subject to adjustment based on the estimated amount of Cyclerion’s net cash immediately prior to the closing date.
The transaction has received approval by the board of directors of both companies and is expected to close in the third quarter of 2026, subject to certain closing conditions, including, among others, approval by the stockholders of each company, the effectiveness of a registration statement to be filed with the U.S. Securities and Exchange Commission to register the securities to be issued in connection with the proposed merger, expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the satisfaction of other customary closing conditions.