Item 7.01 Regulation FD Disclosure.
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The information set forth in and incorporated by reference into this Item 7.01 and Exhibits 99.1 and 99.2 are being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or under the Exchange Act, whether made before or after the date hereof, except as expressly provided by specific reference in such a filing.
Forward-Looking Statements
Certain matters discussed in this Form 8-K are "forward-looking statements". We may, in some cases, use terms such as "predicts," "believes," "potential," "continue," "estimates," "anticipates," "expects," "plans," "intends," "may," "could," "might," "will," "should", "positive" or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements. The forward-looking statements include risks and uncertainties, including, but not limited to, the Company may never successfully negotiate any binding documentation associated with the Proposed Transaction or complete any of the referenced transactions; if completed, the referenced transactions may not be successful or sufficient to advance the Company's operational plans as currently proposed; regardless whether the Company were to complete the referenced transactions, there can be no assurances that the Company will succeed with any operational plan under current circumstances; being able to complete clinical studies for zagociguat for the treatment of mitochondrial diseases, including submitting additional regulatory applications in other countries; ability to demonstrate effectiveness of zagociguat in treating mitochondrial disease in patients; ability to maintain and expand related intellectual property portfolio; and statements regarding the timing of regulatory filings regarding development programs. The factors discussed herein could cause actual results and developments to be materially different from those expressed in or implied by such statements. The forward-looking statements are made only as of the date of this press release and the Company undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstance.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibit No. Description 99.1 Press Release ofCyclerion Therapeutics, Inc. datedApril 3, 2023 99.2 Stock Purchase Agreement, incorporated by reference to Exhibit 1 to Amendment No. 3 to Schedule 13D filed byPeter M. Hecht onApril 3, 2023 104 Cover Page Interactive Data File 2
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