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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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SCHEDULE 13D/A 0001104659-23-123609 0001478485 XXXXXXXX LIVE 7 Common Stock, no par value 03/25/2025 false 0001755237 23255M204 CYCLERION THERAPEUTICS, INC. 245 First Street, 18th Floor Cambridge MA 02142 Peter M. Hecht (857) 338-3348 245 First Street, Riverview II 18th Floor Cambridge MA 02142 0001478485 N Peter M. Hecht b PF OO N X1 1028086 0 1028086 0 1028086 N 27.9 IN Common Stock, no par value CYCLERION THERAPEUTICS, INC. 245 First Street, 18th Floor Cambridge MA 02142 This Amendment No. 7 (the "Amendment") amends and supplements the beneficial ownership statement on Schedule 13D filed with the Securities and Exchange Commission by Peter M. Hecht (the "Reporting Person") on May 14, 2021, as amended by Amendment No. 1 filed June 7, 2021, Amendment No. 2 filed November 21, 2022, Amendment No. 3 filed March 31, 2023, Amendment No. 4 filed May 12, 2023, Amendment No. 5 filed May 23, 2023 and Amendment No. 6 filed December 5, 2023 (the "Original Statement"). The Original Statement, as amended by this Amendment (the "Statement"), relates to the shares of Common Stock, no par value (the "Common Stock"), of Cyclerion Therapeutics, Inc., a Massachusetts corporation (the "Issuer"). This amendment is being filed to reflect the completion of a private placement of Common Stock pursuant to the Stock Purchase Agreement dated March 21, 2025, by and among the Issuer and the investors named therein (the "Stock Purchase Agreement"). Capitalized terms used but not defined in this Amendment have the meanings ascribed to them in the Original Statement. This Amendment amends the Original Statement as specifically set forth herein. Except as set forth below, all previous Items in the Original Statement remain unchanged. Percentages in this Amendment are based on 3,210,094 shares of Common Stock outstanding, which consists of (a) 2,710,096 shares outstanding as of February 28, 2025, as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2024 and (b) the issuance of 499,998 shares of Common Stock on March 25, 2025 in a private placement transaction. Percentages in this Amendment also reflect the approval by the Issuer's shareholders at a special meeting of shareholders held on July 19, 2023, for purposes of complying with Nasdaq Listing Rules, of the potential conversion of shares of the non-voting Series A Convertible Preferred Stock of the Issuer (the "Preferred Stock") held by the Reporting Person in excess of certain limits otherwise imposed by the Nasdaq Listing Rules. Item 4 of the Original Statement is hereby supplemented by adding the following: On March 25, 2025, the Reporting Person purchased directly from the Issuer 181,818 shares of Common Stock for a total purchase price of approximately $500,000 (or $2.75 per share) in a private placement transaction pursuant to the Stock Purchase Agreement. Item 5 of the Original Statement is hereby amended and restated in its entirety to read as follows: As calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended, the Reporting Person beneficially owns an aggregate of 1,028,086 shares of Common Stock, representing (i) 559,203 shares of Common Stock held directly (inclusive of the 181,818 shares of Common Stock purchased pursuant to the Stock Purchase Agreement), (ii) an additional 117,846 shares of Common Stock that underlie stock options that are currently exercisable or will be exercisable within 60 days, and (iii) 351,037 shares of Common Stock that may be issued upon conversion of shares of Preferred Stock issued to the Reporting Person under the Stock Purchase Agreement. The information in Items 7 through 10 of the cover page is incorporated by reference into this Item 5(b). Except as described in this Statement, the Reporting Person has not effected any transactions in the Common Stock during the past 60 days. Not applicable. Not applicable. Item 7 of the Original Statement is hereby supplemented as follows: Exhibit 4 Stock Purchase Agreement, dated March 21, 2025, by and among the Issuer and the investors party thereto (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 25, 2025). Peter M. Hecht /s/ Peter M. Hecht Peter M. Hecht 03/28/2025