Korsana Biosciences, Inc.
19.99%
9,106,420
1755237
Sep 7, 2026
Sep 11, 2026, 05:25 PM
Reporting Persons (5)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Fairmount Funds Management LLC | Investment Adviser | 19.99% | 9,103,729 | 0 | 9,103,729 |
| Peter Evan Harwin | Individual | 19.99% | 9,103,729 | 0 | 9,103,729 |
| Tomas Kiselak | Individual | 19.99% | 9,106,420 | 2,691 | 9,103,729 |
| Fairmount Healthcare Fund II L.P. | Partnership | 15.17% | 6,911,174 | 0 | 6,911,174 |
| Fairmount Healthcare Co-Invest VI L.P. | Partnership | 4.81% | 2,192,555 | 0 | 2,192,555 |
Disclosure Items (7)
Common Stock, no par value
Korsana Biosciences, Inc.
203 Crescent Street, Bldgs. #3/3A/4, Waltham, MA, 02453
This Schedule 13D is being filed jointly by (1) Fairmount Funds Management LLC, a Delaware limited liability company and Securities and Exchange Commission registered investment adviser under the Investment Advisers Act of 1940 ("Fairmount"); (2) Fairmount Healthcare Fund II L.P., a Delaware limited partnership ("Fund II"); (3) Fairmount Healthcare Co-Invest VI L.P., a Delaware limited partnership ("Co-Invest"); (4) Peter Harwin; and (5) Tomas Kiselak (Mr. Harwin and Mr. Kiselak, Fairmount, Fund II and Co-Invest are collectively referred to herein as the "Reporting Persons"). The joint filing agreement of the Reporting Persons is attached as Exhibit 99.1 to this Schedule 13D. Fairmount serves as investment manager for Fund II and Co-Invest and may be deemed a beneficial owner, for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the "Act"), of any securities of the Company held by Fund II and Co-Invest. Fund II and Co-Invest have delegated to Fairmount the sole power to vote and the sole power to dispose of all securities held in Fund II's and Co-Invest's portfolio, including the shares of Common Stock reported herein. Because Fund II and Co-Invest have divested themselves of voting and investment power over the reported securities they hold and may not revoke that delegation on less than 61 days' notice, Fund II and Co-Invest disclaim beneficial ownership of the securities they hold for purposes of Section 13(d) of the Act and therefore disclaim any obligation to report ownership of the reported securities under Section 13(d) of the Act. As managers of Fairmount, Mr. Harwin and Mr. Kiselak may be deemed beneficial owners, for purposes of Section 13(d) of the Act, of any securities of the Company beneficially owned by Fairmount. Fairmount, Mr. Harwin and Mr. Kiselak disclaim beneficial ownership of the securities reported in this Schedule 13D other than for the purpose of determining their obligations under Section 13(d) of the Act, and the filing of this Schedule 13D shall not be deemed an admission that any of Fairmount, Mr. Harwin or Mr. Kiselak is the beneficial owner of such securities for any other purpose.
The principal business address of each of the Reporting Persons is 200 Barr Harbor Drive, Suite 400, West Conshohocken, PA 19428.
The principal business of Fairmount is to provide discretionary investment management services to qualified investors through Fund II and Co-Invest, which are each private pooled investment vehicles. The principal occupation of Mr. Harwin and Mr. Kiselak is investment management.
During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.
Fairmount is a Delaware limited liability company. Fund II is a Delaware limited partnership. Co-Invest is a Delaware limited partnership. Mr. Harwin is a citizen of the United States of America. Mr. Kiselak is a citizen of Slovakia.
In aggregate, the Reporting Persons have voting and dispositive power over 9,103,729 shares of Common Stock, which is comprised of (a) 6,911,174 shares of Common Stock directly held by Fund II and 2,192,555 shares of Common Stock directly held by Co-Invest, and exclude (b) 2,074,000 shares of Common Stock issuable upon conversion of 2,074 shares of Series B Preferred Stock directly held by Fund II and 66,436 shares of Common Stock issuable upon exercise of Pre-Funded Warrants directly held by Fund II. The exercise of the Pre-Funded Warrants is subject to a beneficial ownership limitation of 19.99% of the outstanding shares of Common Stock and the conversion of the Series B Preferred Stock is subject to a beneficial ownership limitation of 19.99% of the outstanding shares of Common Stock. The securities exclude shares of Common Stock issuable upon exercise of Pre-Funded Warrants and conversion of Series B Preferred Stock in excess of such beneficial ownership limitations. At such time as Fairmount and its affiliates beneficially own 9.0% or less of the outstanding shares of Common Stock, the beneficial ownership limitation with respect to the Series B Preferred Stock will automatically reduce to 9.99%. The aggregate purchase price of the Common Stock and Pre-Funded Warrants purchased and currently owned by the Reporting Persons is $99,999,973. The aggregate purchase price of the Series B Preferred Stock purchased and currently owned by the Reporting Persons is $12,500,000. The source of the funding for the purchases of the Common Stock, Series B Preferred Stock and Pre-Funded Warrants was the general working capital of the Reporting Persons. The information set forth in Item 4 below is incorporated herein by reference.
The percentages used in this Schedule 13D are calculated based upon 45,541,425 shares of Common Stock outstanding as of September 8, 2026. The information in rows 11 and 13 of each of the cover pages (including the explanatory note in the "Comments") of this Schedule 13D is incorporated by reference herein.
The Reporting Persons' securities include (a) 6,911,174 shares of Common Stock directly held by Fund II and 2,192,555 shares of Common Stock directly held by Co-Invest, and exclude (b) 2,074,000 shares of Common Stock issuable upon conversion of 2,074 shares of Series B Preferred Stock directly held by Fund II and 66,436 shares of Common Stock issuable upon exercise of Pre-Funded Warrants directly held by Fund II. The exercise of the Pre-Funded Warrants is subject to a beneficial ownership limitation of 19.99% of the outstanding shares of Common Stock and the conversion of the Series B Preferred Stock is subject to a beneficial ownership limitation of 19.99% of the outstanding shares of Common Stock. The securities exclude shares of Common Stock issuable upon exercise of Pre-Funded Warrants and conversion of Series B Preferred Stock in excess of such beneficial ownership limitations. At such time as Fairmount and its affiliates beneficially own 9.0% or less of the outstanding shares of Common Stock, the beneficial ownership limitation with respect to the Series B Preferred Stock will automatically reduce to 9.99%.
N/A.
Fairmount is the investment manager or adviser to Fund II and Co-Invest and has voting and dispositive power over the shares of Common Stock held on behalf of Fund II and Co-Invest. Other than the Merger and the Korsana Pre-Closing Financing, the Reporting Persons have not had any transactions in the shares of Common Stock.
N/A.
Fairmount is entitled to a fee for managing and advising Fund II based upon a percentage of the net asset value of Fund II, as well as a performance fee if earned, and a performance fee if earned for managing and advising Co-Invest. Warrant to Purchase Shares Pursuant to the Subscription Agreement and the Merger Agreement, Fund II acquired pre-funded warrants of the Company (the "Pre-Funded Warrants") that are subject to the terms of such pre-funded warrants (the "Warrant Agreement") in the amounts disclosed in Item 5. Subject to the Warrant Maximum Percentage limitation described in the following sentence, the Pre-Funded Warrants are exercisable at any time by delivery of notice to the Company and permit Fund II to purchase Common Stock for $0.0001 per share (as adjusted from time to time, as provided in the Warrant Agreement). The Pre-Funded Warrants may not be exercised if the holder, together with its affiliates and any persons who are members of a Section 13(d) group with the holder, would beneficially own more than a designated percentage (the "Warrant Maximum Percentage"), initially 14.99% in the case of the Assumed Warrants and 4.99% or 9.99% in the case of the Merger Pre-Funded Warrants, of the number of shares of Common Stock then issued and outstanding. A holder may increase or decrease the Warrant Maximum Percentage, not to exceed 19.99%, by written notice to the Company, provided that any such increase requires at least 61 days' prior notice to the Company. The foregoing description of the Pre-Funded Warrants does not purport to be complete and is qualified in its entirety by reference to the forms of Pre-Funded Warrant, which are filed as Exhibits 99.8 and 99.9 to this Schedule 13D and incorporated herein by reference.
Exhibit 99.1 Joint Filing Agreement Exhibit 99.2 Agreement and Plan of Merger and Reorganization, dated as of April 1, 2026, by and among Cyclerion Therapeutics, Inc., Cariboos Merger Sub Corp., Cariboos Merger Sub II, LLC and Korsana Biosciences, Inc. (incorporated by reference to Exhibit 2.1 to Cyclerion Therapeutics, Inc.'s Current Report on Form 8-K (File No. 001-38787), filed with the SEC on April 1, 2026). Exhibit 99.3 Amendment No. 1 to Agreement and Plan of Merger and Reorganization, dated as of April 17, 2026, by and among Cyclerion Therapeutics, Inc., Cariboos Merger Sub Corp., Cariboos Merger Sub II, LLC and Korsana Biosciences, Inc. (incorporated by reference to Exhibit 2.2 to Korsana Biosciences, Inc.'s Current Report on Form 8-K (File No. 001-38787), filed with the SEC on September 11, 2026). Exhibit 99.4 Articles of Amendment to the Restated Articles of Organization of Cyclerion Therapeutics, Inc., relating to the designation of the Series B Non-Voting Convertible Preferred Stock (incorporated by reference to Exhibit 3.6 to Korsana Biosciences, Inc.'s Current Report on Form 8-K (File No. 001-38787), filed with the SEC on September 11, 2026). Exhibit 99.5 Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.5 to Cyclerion Therapeutics, Inc.'s Current Report on Form 8-K (File No. 001-38787), filed with the SEC on April 1, 2026). Exhibit 99.6 Form of Securities Purchase Agreement, dated as of April 1, 2026, by and among Korsana Biosciences, Inc. and the purchasers named therein (incorporated by reference to Exhibit 10.3 to Cyclerion Therapeutics, Inc.'s Current Report on Form 8-K (File No. 001-38787), filed with the SEC on April 1, 2026). Exhibit 99.7 Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.4 to Cyclerion Therapeutics, Inc.'s Current Report on Form 8-K (File No. 001-38787), filed with the SEC on April 1, 2026). Exhibit 99.8 Form of Korsana Pre-Funded Warrant (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-4 (File No. 333-295175), filed with the SEC on April 20, 2026). Exhibit 99.9 Form of Merger Pre-Funded Warrant (incorporated by reference to Exhibit 4.2 to Korsana Biosciences, Inc.'s Current Report on Form 8-K (File No. 001-38787), filed with the SEC on September 11, 2026).