Korsana Biosciences, Inc S-3, filed Jul 24, 2020

Korsana Biosciences, Inc. (KRSA)

S-3 2020-07-24

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	Large accelerated filer ☐			Accelerated filer ☐
	Non-accelerated filer ☐			Smaller reporting company ☒
				Emerging growth company ☒

	ABOUT THIS PROSPECTUS					1
	CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS					2
	SUMMARY INFORMATION					4
	RISK FACTORS					7
	USE OF PROCEEDS					37
	DESCRIPTION OF SECURITIES WE MAY OFFER					38
	DESCRIPTION OF CAPITAL STOCK					39
	DESCRIPTION OF DEBT SECURITIES					44
	DESCRIPTION OF WARRANTS					50
	DESCRIPTION OF UNITS					51
	PLAN OF DISTRIBUTION					52
	INFORMATION INCORPORATED BY REFERENCE					54
	WHERE YOU CAN FIND MORE INFORMATION					55
	LEGAL MATTERS					56
	EXPERTS					57

	Amount to be paid
SEC registration fee		$	19,470
FINRA filing fees		$	23,000
Printing expenses			*
Legal fees and expenses			*
Accounting fees and expenses			*
Miscellaneous			*
Total		$	*

				CYCLERION THERAPEUTICS, INC.
				By:			/s/ PETER M. HECHT
							Peter M. Hecht Chief Executive Officer

	Signature			Title
	/s/ PETER M. HECHT Peter M. Hecht			Chief Executive Officer (Principal Executive Officer)
	/s/ WILLIAM HUYETT William Huyett			Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
	/s/ KEVIN CHURCHWELL Kevin Churchwell			Director
	/s/ GEORGE CONRADES George Conrades			Director
	/s/ MARSHA FANUCCI Marsha Fanucci			Director
	/s/ OLE ISACSON Ole Isacson			Director
	/s/ STEPHANIE LOVELL Stephanie Lovell			Director
	/s/ TERRANCE MCGUIRE Terrance McGuire			Director
	/s/ MICHAEL MENDELSOHN Michael Mendelsohn			Director
	/s/ AMY SCHULMAN Amy Schulman			Director

Exhibit Number		Description of Exhibit
1.1+		Form of Underwriting Agreement.
	2.1	Separation Agreement, dated March 30, 2019, by and between Ironwood Pharmaceuticals, Inc. and Cyclerion Therapeutics, Inc. (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed on April 2, 2019 (File No. 001-38787)).
	3.1	Restated Articles of Organization of Cyclerion Therapeutics, Inc. (incorporated by reference to Exhibit 4.1 to Registration Statement on Form S-8 filed on March 29, 2019) (File No. 333-230615)).
	3.2	Amended and Restated Bylaws of Cyclerion Therapeutics, Inc. (incorporated by reference to Exhibit 4.2 to Registration Statement on Form S-8 filed on March 29, 2019) (File No. 333-230615)).
	4.1	Form of Indenture for debt securities between the Cyclerion Therapeutics, Inc. and the trustee to be named therein.
4.2+		Form of Warrant Agreement and Warrant Certificate.
4.3+		Form of Unit Agreement.
	5.1	Opinion of Hughes Hubbard & Reed LLP.
	5.2	Opinion of Foley Hoag LLP.
	23.1	Consent of Ernst & Young LLP.
	23.2	Consent of Hughes Hubbard & Reed LLP (included as part of Exhibit 5.1).
	23.3	Consent of Foley Hoag LLP (included as part of Exhibit 5.2).
	24.1	Power of Attorney (included in the signature page to this registration statement).
	25.1*	Statement of Eligibility of Trustee under the Indenture.

Section of Trust Indenture Act of 1939, as amended		Section of Indenture
310(a)		7.9
310(b)		7.8
310(c)		Inapplicable
311(a)		7.13
311(b)		7.13
311(c)		Inapplicable
312(a)		5.01, 5.02(a)
312(b)		5.2(c)
312(c)		5.2(c)
313(a)		5.4(a)
313(b)		5.4(b)
313(c)		5.4(b)
313(d)		5.4(c)
314(a)		5.3(a)
314(b)		Inapplicable
314(c)		13.7(a)
314(d)		Inapplicable
314(e)		13.7(b)
314(f)		Inapplicable
315(a)		7.1(b)
315(b)		7.14
315(c)		7.1(a)
315(d)		7.1(b)
315(e)		6.7
316(a)		6.6, 8.4
316(b)		6.4
316(c)		8.1
317(a)		6.2
317(b)		4.3
318(a)		13.9
318(c)		13.9

Article I	DEFINITIONS	1

Section 1.1	Definitions of Terms	1

Article II	ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES	6

Section 2.1	Designation and Terms of Securities	6
Section 2.2	Form of Securities and Trustee’s Certificate	8
Section 2.3	Denominations; Provisions for Payment	8
Section 2.4	Execution and Authentication	10
Section 2.5	Registration of Transfer and Exchange	11
Section 2.6	Temporary Securities	12
Section 2.7	Mutilated, Destroyed, Lost or Stolen Securities	12
Section 2.8	Cancellation	13
Section 2.9	Benefits of Indenture	13
Section 2.10	Authenticating Agent	13
Section 2.11	Global Securities	14
Section 2.12	No Obligation of the Trustee	15

Article III	REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS	16

Section 3.1	Redemption	16
Section 3.2	Notice of Redemption	16
Section 3.3	Payment Upon Redemption	17
Section 3.4	Sinking Fund	18
Section 3.5	Satisfaction of Sinking Fund Payments with Securities	18
Section 3.6	Redemption of Securities for Sinking Fund	18

Article IV	CERTAIN COVENANTS	18

Section 4.1	Payment of Principal, Premium and Interest	18
Section 4.2	Maintenance of Office or Agency	19
Section 4.3	Paying Agents	19
Section 4.4	Appointment to Fill Vacancy in Office of Trustee	20
Section 4.5	Compliance with Consolidation Provisions	20
Section 4.6	Statement by Officers as to Default	20

Article V	SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE	20

Section 5.1	Company to Furnish Names and Addresses of Securityholders to Trustee	20
Section 5.2	Preservation of Information; Communications with Securityholders	21
Section 5.3	Reports by the Company	21
Section 5.4	Reports by the Trustee	22

Article VI	REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT	22

Section 6.1	Events of Default	22
Section 6.2	Collection of Indebtedness and Suits for Enforcement by Trustee	24
Section 6.3	Application of Moneys Collected	26
Section 6.4	Limitation on Suits	26
Section 6.5	Rights and Remedies Cumulative; Delay or Omission Not Waiver	27
Section 6.6	Control by Securityholders	27
Section 6.7	Undertaking to Pay Costs	28

Article VII	CONCERNING THE TRUSTEE	28

Section 7.1	Certain Duties and Responsibilities of Trustee	28
Section 7.2	Certain Rights of Trustee	30
Section 7.3	Trustee Not Responsible for Recitals or Issuance or Securities	31
Section 7.4	May Hold Securities	31
Section 7.5	Moneys Held in Trust	31
Section 7.6	Compensation and Reimbursement	32
Section 7.7	Reliance on Officers’ Certificate	32
Section 7.8	Disqualification; Conflicting Interests	33
Section 7.9	Corporate Trustee Required; Eligibility	33
Section 7.10	Resignation and Removal; Appointment of Successor	33
Section 7.11	Acceptance of Appointment by Successor	34
Section 7.12	Merger, Conversion, Consolidation or Succession to Business	36
Section 7.13	Preferential Collection of Claims Against the Company	36
Section 7.14	Notice of Defaults	36

Article VIII	CONCERNING THE SECURITYHOLDERS	36

Section 8.1	Evidence of Action by Securityholders	36
Section 8.2	Proof of Execution by Securityholders	37
Section 8.3	Who May be Deemed Owners	37
Section 8.4	Certain Securities Owned by Company Disregarded	38
Section 8.5	Actions Binding on Future Securityholders	38

Article IX	SUPPLEMENTAL INDENTURES	38

Section 9.1	Supplemental Indentures Without the Consent of Securityholders	38
Section 9.2	Supplemental Indentures with Consent of Securityholders	40
Section 9.3	Effect of Supplemental Indentures	40
Section 9.4	Securities Affected by Supplemental Indentures	40
Section 9.5	Execution of Supplemental Indentures	41
Section 9.6	Conformity with Trust Indenture Act	41

Article X	SUCCESSOR CORPORATION	41

Section 10.1	Company May Consolidate, Etc.	41
Section 10.2	Successor Substituted	42
Section 10.3	Evidence of Consolidation, Etc. to Trustee	42

Article XI	SATISFACTION AND DISCHARGE	42

Section 11.1	Satisfaction and Discharge of Indenture	42
Section 11.2	Discharge of Obligations	43
Section 11.3	Deposited Moneys to be Held in Trust	43
Section 11.4	Payment of Moneys Held by Paying Agents	43
Section 11.5	Repayment to Company	44

Article XII	IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS	44

Section 12.1	No Recourse	44

Article XIII	MISCELLANEOUS PROVISIONS	45

Section 13.1	Effect on Successors and Assigns	44
Section 13.2	Actions by Successor	45
Section 13.3	Notices	45
Section 13.4	Notice to Holders of Securities; Waiver	45
Section 13.5	Governing Law	46
Section 13.6	Effect of Headings and Table of Contents	46
Section 13.7	Compliance Certificates and Opinions	46
Section 13.8	Payments on Business Days	46
Section 13.9	Conflict with Trust Indenture Act	46
Section 13.10	Counterparts	47
Section 13.11	Separability	47
Section 13.12	Assignment	47

	CYCLERION THERAPEUTICS, INC.


	By
		Name:
		Title:


		As Trustee


	By
		Name:
		Title:

		Very truly yours,

		FOLEY HOAG llp


		By:	/s/ John D. Hancock
			a Partner