Exhibit 3.4
|
William Francis Galvin Secretary of the Commonwealth One Ashburton Place, Boston, Massachusetts 02108-1512 |
Articles of Amendment
(General Laws Chapter 156D, Section 10.06; 950 CMR 113.34)
| (1) Exact name of corporation: |
Cyclerion Therapeutics, Inc. |
| (2) Registered office address: |
155 Federal Street, Suite 700, Boston, MA 02110 | |
| (number, street, city or town, state, zip code) | ||
|
(3) These articles of amendment affect article(s): |
Article IV | |
| (specify the number(s) of article(s) being amended (I-VI)) | ||
| (4) Date adopted: |
August 26, 2026 | |
| (month, day, year) | ||
| (5) | Approved by: |
(check appropriate box)
| ☐ | the incorporators. |
| ☐ | the board of directors without shareholder approval and shareholder approval was not required. |
| ☑ | the board of directors and the shareholders in the manner required by law and the articles of organization. |
| (6) | State the article number and the text of the amendment. Unless contained in the text of the amendment, state the provisions for implementing the exchange, reclassification or cancellation of issued shares. |
Article IV(B) of the Corporation’s Restated Articles of Organization is amended to include the following as an Introductory paragraph:
“Effective as of September 8, 2026, at 9:00 a.m., Eastern time (the “Second Split Effective Time”), every 7 shares of Common Stock of the Corporation issued and outstanding immediately before the Second Split Effective Time shall automatically, without further action on the part of the Corporation or any holder of Common Stock be reclassified, combined, converted and changed into 1 fully paid and nonassessable share of Common Stock (the “Second Reverse Stock Split”). Notwithstanding the Second Reverse Stock Split, the authorized number of shares of Common Stock and the par value of the Common Stock after the Second Reverse Stock Split shall be the same as in effect immediately before the Second Reverse Stock Split. No fractional shares shall be issued in the Second Reverse Stock Split. In lieu of any fractional shares to which a shareholder of record would be entitled as result of the Second Reverse Stock Split, in the Board of Directors of the Corporation may in its sole discretion pay in money or property the value of any fractional shares or arrange for disposition of fractional shares by the shareholders.”
