Amendment: SEC Form SCHEDULE 13D/A filed by Cyclerion Therapeutics Inc.
$CYCN
Biotechnology: Pharmaceutical Preparations
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
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CYCLERION THERAPEUTICS, INC. (Name of Issuer) |
Common Stock, no par value (Title of Class of Securities) |
23255M204 (CUSIP Number) |
Peter M. Hecht
245 First Street, Riverview II, 18th Floor
Cambridge, MA, 02142
(857) 338-3348
245 First Street, Riverview II, 18th Floor
Cambridge, MA, 02142
(857) 338-3348
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
07/16/2026
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP Number(s): | 23255M204 |
| 1 |
Name of reporting person
Peter M. Hecht | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
910,240.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
19.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, no par value | |
| (b) | Name of Issuer:
CYCLERION THERAPEUTICS, INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
245 First Street, 18th Floor, Cambridge,
MASSACHUSETTS
, 02142. | |
Item 1 Comment:
This Amendment No. 8 (the "Amendment") amends and supplements the beneficial ownership statement on Schedule 13D filed with the Securities and Exchange Commission by Peter M. Hecht (the "Reporting Person") on May 14, 2021, as amended by Amendment No. 1 filed June 7, 2021, Amendment No. 2 filed November 21, 2022, Amendment No. 3 filed March 31, 2023, Amendment No. 4 filed May 12, 2023, Amendment No. 5 filed May 23, 2023, Amendment No. 6 filed December 5, 2023 and Amendment No. 7 filed March 25, 2025 (the "Original Statement"). The Original Statement, as amended by this Amendment (the "Statement"), relates to the shares of Common Stock, no par value (the "Common Stock"), of Cyclerion Therapeutics, Inc., a Massachusetts corporation (the "Issuer").
This amendment is being filed to reflect the Reporting Person's forfeiture of options to purchase 110,984 shares of Common Stock and the conversion of 351,037 shares of non-voting Series A Convertible Preferred Stock of the Issuer ("Preferred Stock") into 351,037 shares of Common Stock.
Capitalized terms used but not defined in this Amendment have the meanings ascribed to them in the Original Statement. This Amendment amends the Original Statement as specifically set forth herein. Except as set forth below, all previous Items in the Original Statement remain unchanged.
Percentages in this Amendment are based on 4,681,351 shares of Common Stock outstanding, which consists of (a) 4,330,314 shares outstanding as of June 30, 2026, as reported in the Issuer's Registration Statement on Form S-4 filed with the Securities and Exchange Commission on July 10, 2026 and (b) the issuance of 351,037 shares of Common Stock on July 16, 2026 upon conversion of 351,037 shares of Preferred Stock at the election of the Reporting Person. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Original Statement is hereby amended and restated in its entirety to read as follows:
As calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended, the Reporting Person beneficially owns 910,240 shares of Common Stock. | |
| (b) | The information in Items 7 through 10 of the cover page is incorporated by reference into this Item 5(b). | |
| (c) | Except as described in this Statement, the Reporting Person has not effected any transactions in the Common Stock during the past 60 days. | |
| (d) | Not applicable. | |
| (e) | Not applicable. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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