•

To elect five directors for a term of one year (the “Election of Directors Proposal”);

•

To ratify the appointment of Ernst & Young LLP by the Audit Committee of the Board of Directors as the Company’s independent registered public accounting firm for the year ending December 31, 2023 (the “Auditor Ratification Proposal”);

•

To grant the Board of Directors the discretionary authority to amend the Company’s Restated Articles of Organization to effect a reverse stock split of the issued and outstanding shares of the Company’s common stock, at any time within one year after stockholder approval is obtained, by a ratio of not less than 1-for-5 and not more than 1-for-20, with the exact ratio to be set within this range as determined by the Board of Directors in its sole discretion (the “Reverse Stock Split Proposal”); and

•

To approve a proposal to adjourn the Annual Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the Election of Directors Proposal, the Auditor Ratification Proposal or the Reverse Stock Split Proposal (the “Adjournment Proposal”).

•

FOR the election of each director nominee named in this proxy statement;

•

FOR the Auditor Ratification Proposal;

•

FOR the Reverse Stock Split Proposal; and

•

FOR the Adjournment Proposal.

•

By Internet. You may vote by proxy via the Internet at www.proxyvote.com by following the instructions provided on the proxy card.

•

By Telephone. If you live in the United States or Canada, you may vote by proxy by calling toll-free 1-800-690-6903 and by following the instructions provided on the proxy card. You must have the control number that is on the proxy card when voting.

•

By Mail. Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Your proxy will be voted in accordance with your instructions. If you sign and return the enclosed proxy but do not specify how you want your shares voted, they will be voted in accordance with the recommendations of the Board of Directors and will be voted according to the discretion of the named proxy holders on the proxy card upon any other business that may properly be brought before the Special Meeting and at all adjournments and postponements thereof.

•

In Person at the Annual Meeting. If you attend the Annual Meeting, please be sure to bring a form of personal picture identification with you. You may deliver your completed proxy card in person or you may vote by completing a ballot, which will be available at the Annual Meeting.

•

By Internet or By Telephone. You will receive instructions from your bank, broker or other nominee if you are permitted to vote by Internet or telephone.

•

By Mail. You will receive instructions from your bank, broker or other nominee explaining how to vote your shares by mail.

•

In Person at the Annual Meeting. If you attend the Annual Meeting, in addition to picture identification, you should both bring an account statement or a letter from the record holder indicating that you owned the shares as of 5:00 p.m. Eastern Time on the record date, and contact the broker or other nominee who holds your shares to obtain a broker’s proxy card and bring it with you to the Annual Meeting.

(1)

As of March 20, 2023.

*

Committee Chairperson

•

reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements, earnings releases and related disclosures;

•

discussing with management and our independent registered public accounting firm the quality and adequacy of our internal controls and internal auditing procedures, including any material weaknesses in either;

•

discussing with management and our independent registered public accounting firm any significant risks or exposures facing the Company and the related mitigation plans, and reviewing the Company’s compliance with such mitigation plans;

•

reviewing and discussing with management and our independent registered public accounting firm the quality and acceptability of our accounting policies and all material correcting adjustments;

•

appointing, retaining, overseeing and approving the compensation for and, when necessary, terminating our independent registered public accounting firm;

•

approving all audit services and all permitted non-audit, tax and other services to be performed by our independent registered public accounting firm, in each case, in accordance with the Audit Committee’s pre-approval policy;

•

discussing with our independent registered public accounting firm its independence and ensuring that it receives the written disclosures regarding these communications required by the Public Company Accounting Oversight Board;

•

reviewing and approving all related party transactions;

•

recommending to our Board of Directors whether the audited financial statements should be included in our annual report and preparing the audit committee report required by SEC rules;

•

reviewing with our independent registered public accounting firm all material communications between our management and our independent registered public accounting firm;

•

reviewing, updating and recommending to our Board of Directors changes to our code of business conduct and ethics;

•

overseeing the integrity of our information technology systems, processes and data and reviewing and assessing with management the adequacy of security for such technology systems, processes and data; and

•

establishing procedures for the receipt, retention, investigation and treatment of accounting related complaints and concerns.

•

reviewing and recommending to the Board annually corporate goals and objectives relevant to executive officer compensation and evaluating and approving the performance of executive officers in light of those goals and objectives;

•

reviewing and approving executive officer compensation, including salary, bonus and incentive compensation, deferred compensation, perquisites, equity compensation, benefits provided upon retirement, severance or other termination of employment and any other forms of executive compensation;

•

reviewing and approving our chief executive officer’s compensation based on its evaluation of our chief executive officer’s performance;

•

reviewing and making recommendations to our Board of Directors, or approving, any contracts or other transactions with our current or former executive officers, including consulting arrangements, employment contracts, severance or termination arrangements and loans to employees;

•

overseeing and administering our incentive compensation plans and equity-based plans and recommending to our Board of Directors the adoption of new incentive compensation plans and equity-based plans and any amendments to our existing plans;

•

reviewing the compensation and benefits paid to directors for service on our Board of Directors and the committees of our Board of Directors and recommending any changes in such compensation and benefits to our Board of Directors;

•

reviewing our management succession and development plans, including plans with respect to our chief executive officer; and

•

reviewing and discussing with management any compensation related material required to be included in our filings with the SEC and recommending to our Board of Directors whether such compensation related material should be included in such filings.

•

evaluate the efficacy of the Company’s existing compensation strategy and practices in supporting and reinforcing the Company’s long-term strategic goals; and

•

assist in refining the Company’s compensation strategy and in developing and implementing an executive compensation program to execute that strategy.

•

reviewing the overall scientific and research and development strategy of the Company;

•

reviewing the Company’s research and development programs and the Company's attainment of key research and development milestones;

•

reviewing the Company's annual Research & Development allocation of resources to discovery programs;

•

reviewing any relevant external scientific research, discoveries and commercial developments, as appropriate; and

•

reviewing the Company’s overall intellectual property strategies.

•

identifying individuals qualified to become members of our Board of Directors;

•

recommending to our Board of Directors the persons to be nominated for election as directors;

•

assisting our Board of Directors in recruiting such nominees;

•

recommending to our Board of Directors qualified individuals to serve as committee members;

•

performing an annual evaluation of our Board of Directors;

•

evaluating the need and, if necessary, creating a plan for the continuing education of our directors;

•

evaluating and approving any requests from our executive officers to serve on the board of directors of another for-profit company; and

•

assessing and reviewing our corporate governance guidelines and recommending any changes to our Board of Directors.

•

the highest professional and personal ethics;

•

broad experience in business, the biopharmaceutical industry, government or science;

•

ability to provide insights and practical wisdom based on their experience and expertise;

•

commitment to enhancing stockholder value;

•

sufficient time to carry out their duties effectively; their service on other boards of public companies should be limited as set forth in the Company’s corporate governance guidelines;

•

compliance with legal and regulatory requirements;

•

ability to develop a good working relationship with other Board members and contribute to the Board’s working relationship with senior management of the Company; and

•

except in exceptional cases, satisfy the independence standards established by the Nasdaq listing standards.

*

Less than 1%

(1)

Includes 2,171,960 shares of common stock issuable to Dr. Hecht upon the exercise of options that are exercisable within 60 days following February 28, 2023.

(2)

Includes 314,380 shares of common stock issuable to Ms. Gault upon the exercise of options that are exercisable within 60 days following February 28, 2023.

(3)

Includes 167,562 shares of common stock issuable to Ms. Gjino upon the exercise of options that are exercisable within 60 days following February 28, 2023.

(4)

Includes 30,000 shares of common stock issuable to Mr. McGuire upon the exercise of options that are exercisable within 60 days following February 28, 2023. Includes 697,313 shares of common stock held by Polaris Partners VIII, L.P., 24,957 shares of common

(5)

Includes 30,000 shares of common stock issuable to Ms. Fanucci upon the exercise of options that are exercisable within 60 days following February 28, 2023.

(6)

Includes 30,000 shares of common stock issuable to Mr. Conrades upon the exercise of options that are exercisable within 60 days following February 28, 2023.

(7)

Includes 30,000 shares of common stock issuable to Dr. Isacson upon the exercise of options that are exercisable within 60 days following February 28, 2023.

(8)

Includes 30,000 shares of common stock issuable to Ms. Lovell upon the exercise of options that are exercisable within 60 days following February 28, 2023.

(9)

Includes 30,000 shares of common stock issuable to Dr. Mendelsohn upon the exercise of options that are exercisable within 60 days following February 28, 2023.

(10)

Includes 10,000 shares of common stock issuable to Dr. Hyman upon the exercise of options that are exercisable within 60 days following February 28, 2023.

(11)

Includes 10,000 shares of common stock issuable to Dr. De Souza upon the exercise of options that are exercisable within 60 days following February 28, 2023.

(12)

Based solely upon the information provided by Slate Path Capital LP (“Slate Path”), in a Schedule 13G filed on January 13, 2023, reporting as of December 31, 2022. Slate Path is the investment manager of Slate Path Master Fund LP (the “Slate Path Fund”) and, accordingly, may be deemed to beneficially own the shares held directly by the Slate Path Fund. David Greenspan (“Mr. Greenspan”) is the managing partner of Jades GP, LLC, which is the general partner of Slate Path, and, accordingly, may be deemed to beneficially own the shares held directly by the Slate Path Fund.

(13)

Based solely upon the information provided by FMR LLC (“FMR”) in a Schedule 13G/A filed on February 9, 2023, reporting as of December 31, 2022. FMR has beneficial ownership of all the shares, for which it has sole voting power with respect to 3,420,960 shares and sole dispositive power with respect to all of the shares. FMR reported its beneficial ownership on behalf of itself, Fidelity Management & Research Company LLC, Fidelity Management Trust Company and Strategic Advisors LLC. Ms. Abigail Johnson is also deemed to be the beneficial owner of these shares as the director and managing member of FMR.

(14)

Based solely upon the information provided by MFN Partners, LP (“MFN”), in a Schedule 13G/A filed on February 9, 2022, reporting as of December 31, 2021. The general partner of MFN is MFN Partners GP, LLC (“MFN GP”). The Investment manager of MFN is MFN Partners Management, LP (“MFN Management”). The general partner of MFN Management is MFN Partners Management, LLC (“MFN LLC”). Farhad Nanji and Michael DeMichele are members of MFN GP and MFN LLC.

(15)

Based solely upon the information provided by American Endowment Foundation in a Schedule 13G/A filed on February 5, 2021, reporting as of December 31, 2020.

(16)

Based solely upon the information provided by Artal International S.C.A. in a Schedule 13G/A filed on February 11, 2022, reporting as of December 31, 2021. Invus Public Equities, L.P. (“Invus Public Equities”) directly held 2,768,069 shares. Invus Public Equities Advisors, LLC (“Invus PE Advisors”), as the general partner of Invus Public Equities, controls Invus Public Equities and, accordingly, may be deemed to beneficially own the shares held by Invus Public Equities. Artal Treasury Limited (“Artal Treasury”), as the managing member of Invus PE Advisors, controlled Invus PE Advisors and, accordingly, may be deemed to beneficially own the shares that Invus PE Advisors may be deemed to beneficially own. Invus, L.P. directly held 11,053 shares. Invus Advisors, L.L.C. (“Invus Advisors”), as the general partner of Invus, L.P., controls Invus, L.P. and, accordingly, may be deemed to beneficially own the shares held by Invus, L.P. Artal International S.C.A. (“Artal International”), (i) as its Geneva branch is the sole stockholder of Artal Treasury, controls Artal Treasury and, accordingly, may be deemed to beneficially own the 2,768,069 shares that Artal Treasury may be deemed to beneficially own, and (ii) as the managing member of Invus Advisors, controls Invus Advisors and, accordingly, may be deemed to beneficially own the 11,053 shares that Invus Advisors may be deemed to beneficially own. Artal International Management S.A. (“Artal International Management”), as the managing partner of Artal International, controls Artal International and, accordingly, may be deemed to beneficially own the shares that Artal International may be deemed to beneficially own. Artal Group, as the parent company of Artal International Management, controls Artal International Management and, accordingly, may be deemed to beneficially own the shares that Artal International Management may be deemed to beneficially own. Westend S.A. (“Westend”), as the parent company of Artal Group S.A. (“Artal Group”), controls Artal Group and, accordingly, may be deemed to beneficially own the shares that Artal Group may be deemed to beneficially own. Stichting Administratiekantoor Westend (the “Stichting”), as the majority stockholder of Westend, controls Westend and, accordingly, may be deemed to beneficially own the shares that Westend may be deemed to beneficially own. Mr. Wittouck, as the sole member of the board of the Stichting, controls the Stichting and, accordingly, may be deemed to beneficially own the shares that the Stichting may be deemed to beneficially own. Effective as of February 9, 2022, in connection with an internal reorganization, Artal Treasury ceased to be the managing member of Invus PE Advisors, and the Geneva branch of Artal International, the sole stockholder of Artal Treasury, became the managing member of Invus PE Advisors and, accordingly, may be deemed to beneficially own the shares that Invus PE Advisors may be deemed to beneficially own. Effective as of such date, Artal Treasury is no longer deemed to beneficially own the shares that Invus PE Advisors may be deemed to beneficially own.

(1)

Represents the portion of the recognition bonus for Ms. Gault and Ms. Gjino that was earned on December 31, 2022. See “Recognition Bonuses” in “Narrative to Summary Compensation Table” below for more information about the recognition bonuses.

(2)

Reflects the fair value of stock option awards on the date of grant calculated in accordance with the provisions of Financial Accounting Standards Board Accounting Standard Codification Topic 718, Compensation—Stock Compensation. For a discussion of the assumptions used in the valuation of awards, see Note 8 to our consolidated and combined financial statements for the year ended December 31, 2022, included in our Annual Report on Form 10-K that we filed with the SEC on March 22, 2023. All values reported exclude the effects of potential forfeitures.

(3)

Represents cash incentive bonuses paid in the following year for performance in the identified year.

(4)

Consists of amounts for 401(k) plan matching contributions and work from home stipend.

(5)

Ms. Gjino became a named executive officer in calendar year 2022, therefore only calendar year 2022 information is provided.

(1)

The options represent outstanding Ironwood equity awards that were converted into Cyclerion options at the time of the separation in accordance with an employee matters agreement dated as of March 30, 2019, that we entered into with Ironwood in connection with our separation from Ironwood in 2019. The unvested options vest as to 1/48th of the shares on each monthly anniversary of the vesting commencement date until fully vested.

(2)

The options vest and become exercisable upon the attainment of both performance-based and service-based hurdles as follows: (i) 20% of the shares subject to the option, if the average closing price of the common stock reported by Nasdaq for any thirty (30) consecutive trading days equals or exceeds $10; plus an additional (ii) 40% of the shares subject to the option, if the average closing price equals or exceeds $20; plus an additional (iii) 40% of the shares subject to the option, if the average closing price equals or exceeds $30; in each case, subject to the continuous employment or service through the later of the date that the performance hurdles set forth above are attained (but no later than December 31, 2024) and December 31, 2021. To the extent any options remain unvested as of December 31, 2024, they will be cancelled.

(3)

The options vest and become exercisable over seventy-two equal monthly installments over a six-year period on each monthly anniversary of January 1, 2020.

(4)

The options vest and become exercisable in twelve monthly installments over a one-year period on each monthly anniversary of January 3, 2022.

(5)

The options vest and become exercisable as to 1/48th of the shares on each monthly anniversary of the vesting commencement date until fully vested.

(6)

The restricted stock units vest 25% annually until fully vested on August 10, 2023.

(7)

The restricted stock units vest 25% annually until fully vested on February 23, 2023.

(8)

Market value is based on the closing market price of the Company’s common stock on December 31, 2022, which was $0.656 per share.

(i)

an amount in cash equal to such participant’s annual base salary payable in installments in accordance with the Company’s normal payroll practices during the twelve-month period (for participants above the SVP level), six-month period (for participants at the SVP level) and five-month period (for participants at the VP level) following the effective date of such participant’s termination from the Company;

(ii)

an amount in cash equal to such participant’s pro-rated annual cash incentive for the year of termination of employment, based on actual performance (or, if the terms of such participant’s annual cash incentive have not yet been determined for the year of termination, an amount in cash equal to the participant’s pro-rated annual cash incentive for the year prior to the year of termination of employment, based on target) (“pro-rated annual cash incentive”) payable in a lump sum payment; and

(iii)

for a period not longer than the applicable severance period, reimbursement for COBRA premiums paid by such participant, less the amount that such participant would be required to contribute for group health coverage if such participant were an active employee of the Company.

(i)

a lump-sum payment in cash equal to 1.5 times (for the CEO), 1.0 times (for participants above the SVP level other than the CEO), 0.75 times (for participants at the SVP level) and 0.5 times (for participants at the VP level) the sum of such participant’s annual base salary and target annual bonus;

(ii)

a lump-sum payment in cash equal to such participant’s pro-rated annual cash incentive;

(iii)

for a period not longer than eighteen months (for the CEO), twelve months (for participants above the SVP level other than the CEO), nine months (for participants at the SVP level) and six months (for participants at the VP level), reimbursement for COBRA premiums paid by such participant, less the amount that such participant would be required to contribute for group health coverage if such participant were an active employee of the Company; and

(iv)

acceleration of all unvested time-based equity awards as of the later to occur of the change of control or such participant’s effective date of termination.

•

an annual cash retainer for each non-employee director of $35,000;

•

an additional cash retainer for the Chair of the Board of $30,000;

•

an additional cash retainer for each member of the Audit Committee, Compensation Committee, Science Committee, and Nominating and Corporate Governance Committee of $7,500, $5,000, $5,000 and $4,000, respectively;

•

an additional cash retainer for each Chair of the Audit Committee, Compensation Committee, Science Committee and Nominating and Corporate Governance Committee of $7,500, $5,000, $5,000 and $4,000, respectively;

•

annual stock option awards of 20,000 shares of the Company’s common stock under our 2019 Equity Plan; and

•

an initial stock option award of 40,000 shares of the Company’s common stock under our 2019 Equity Plan upon a non-employee director’s commencement of service on the Board.

(1)

On June 14, 2022, each non-employee director (other than Dr. Hyman) was granted an annual stock option award to purchase 20,000 shares of the Company's common stock having an exercise price per share equal to the closing price on the grant date or $0.53 per share. These stock option awards vest in full on the first anniversary of the grant date subject to the terms and conditions of the stock option award agreement and are all outstanding as of December 31, 2022. On July 25, 2022, in connection with Dr. Hyman’s joining the Board, he was granted a pro-rata annual stock option award to purchase 17,753 shares of the Company’s common stock and an initial stock option award to purchase 40,000 shares of the Company’s common stock, each at an exercise price per share equal to the closing price on the grant date or $0.78 per share. Dr. Hyman’s annual stock option award vests in full on the first anniversary of the grant date and his initial stock option award vests in 36 equal monthly installments over a three-year period following the date of grant, in each case, subject to the terms and conditions of the stock option award agreement and are all outstanding as of December 31, 2022. The amounts in the above table reflect the fair value of stock option awards on the date of grant calculated in accordance with the provisions of Financial Accounting Standards Board Accounting Standard Codification Topic 718, Compensation—Stock Compensation. For a discussion of the assumptions used in the valuation of awards, see Note 8 to our consolidated and combined financial statements for the year ended December 31, 2022, included in our Annual Report on Form 10-K that we filed with the SEC on March 22, 2023. All values reported exclude the effects of potential forfeitures.

(2)

Mr. Conrades received this compensation for his service on our Board and as Chair of the Audit Committee.

(3)

Ms. Fanucci received this compensation for her service as Chair of our Board and as a member of the Nominating and Corporate Governance Committee.

(4)

Dr. Hyman commenced service on our Board on July 25, 2022. Dr. Hyman received this compensation for his service on our Board and as a member of the Science Committee.

(5)

Dr. Isacson received this compensation for his service on our Board and as a member of the Compensation Committee and as a member of the Science Committee.

(6)

Ms. Lovell received this compensation for her service on our Board and as a member of the Audit Committee and Compensation Committee.

(7)

Mr. McGuire received this compensation for his service on our Board, as a member of the Audit Committee and as Chair of the Nominating and Corporate Governance Committee.

(8)

Dr. Mendelsohn received this compensation for his service on our Board and as a member of the Nominating and Corporate Governance Committee and as Chair of the Science Committee.

(9)

Dr. De Souza received this compensation for his service on our Board, as a member of the Science Committee and as Chair of the Compensation Committee.

•

maintain the listing of our common stock on the Nasdaq Capital Market; and

•

generate greater investor interest in us and assist in capital-raising efforts.