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Cyclerion Therapeutics (NASDAQ:CYCN), Inc., a biopharmaceutical company with a market capitalization of $8.58 million, has entered into a Sales Agreement with Guggenheim Securities, LLC, according to a recent SEC filing. Under this agreement, Cyclerion may sell up to $20 million of its common stock through Guggenheim Securities, which will act as the sales agent. InvestingPro data shows the company maintains a strong balance sheet with cash exceeding debt, though analysts expect challenging profitability ahead.
The agreement, dated May 7, 2025, specifies that Guggenheim Securities will make reasonable efforts to sell the shares as per Cyclerion’s instructions. The company has agreed to indemnify Guggenheim Securities and will pay a commission of 3% on the gross proceeds from the sale of the shares. The timing appears strategic, as the stock has shown strong momentum with a 39% gain over the past six months, according to InvestingPro data.
The sale of shares is to be conducted as an "at the market" offering, meaning the shares will be sold directly on the Nasdaq Capital Market or other trading markets for the company’s common stock. The transactions will be governed by the rules of the Securities Act of 1933, as amended, and will be made in accordance with a previously filed and effective registration statement on Form S-3.
Cyclerion has clarified that there is no obligation to sell any of the shares and that it retains the right to suspend or terminate the offering at any time. The company also noted that it will adhere to the limitations set forth by General Instruction I.B.6 of Form S-3, which restricts the value of shares sold to no more than one-third of the company’s public float within any 12-month period, provided the public float is under $75 million.
The announcement also highlighted that the SEC filing and agreement should not be considered as an offer to sell or the solicitation of an offer to buy the shares, and that any sales would be subject to legal requirements in various jurisdictions.
Ropes & Gray LLP, legal counsel to Cyclerion, has provided an opinion on the sale of the shares, and this opinion, along with its consent, is included as an exhibit to the SEC filing.
This news is based on a press release statement and is intended for informational purposes. No offer of sale or solicitation of an offer to buy shares is being made in this communication.
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