v3.26.3
Summary of Significant Accounting Policies
9 Months Ended
Sep. 30, 2026
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

The Company’s significant accounting policies are disclosed in Note 2 to its audited financial statements as of and for the year ended December 31, 2025 and as of December 31, 2024 and for the period from November 8, 2024 (inception) to December 31, 2024 and the related notes included in Cyclerion’s Registration Statement on Form S-4, declared effective on July 24, 2026. Since the date of those financial statements, there have been no changes to the Company’s significant accounting policies except as noted below.

Cash, Cash Equivalents, and Restricted Cash

The following represents the Company’s cash, cash equivalents, and restricted cash (in thousands):

 

 

September 30,
2026

 

 

December 31,
2025

 

Cash and cash equivalents

 

$

456,221

 

 

$

154,135

 

Restricted cash

 

101

 

 

 

—

 

Total cash, cash equivalents, and restricted cash

 

$

456,322

 

 

$

154,135

 

 

The Company considers all short-term, highly liquid investments purchased with an original maturity of three months or less at the date of purchase to be cash equivalents. As of September 30, 2026, the Company’s restricted cash relates to a letter of credit for its office lease in Waltham, Massachusetts and is included in restricted cash in the Company’s condensed consolidated balance sheet. The carrying value of the restricted cash approximates fair value.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation expense is recognized using the straight-line method over the estimated useful life of each asset as follows:

 

 

Estimated Useful Life (Years)

Leasehold improvements

 

Lesser of the life of the asset or remaining lease term

Furniture and fixtures

 

5 years

Computer software

 

3 years

 

Leases

The Company evaluates arrangements entered into to determine whether or not it includes a lease. At the lease commencement date, when control of the underlying asset is transferred from the lessor to the Company, the Company classifies a lease as either an operating or finance lease and recognizes a right-of-use (“ROU”) asset and a current and non-current lease liability, as applicable, in the balance sheet if the lease has a term greater than one year. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise its option.

At the lease commencement date, operating lease liabilities and their corresponding ROU assets are recorded at the present value of future minimum lease payments over the expected remaining lease term. The Company determines the present value of lease payments using the implicit rate, if it is readily determinable, or the incremental borrowing rate for the lease term. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate to discount lease payments. The incremental borrowing rate represents an estimated rate of interest that the Company would have to pay to borrow equivalent funds on a collateralized basis at the lease commencement date. For operating leases, lease expense for lease payments is recognized on a straight-line basis over the lease term. For finance leases, lease expense includes amortization expense of the ROU asset recognized on a straight-line basis over the lease term and interest expense recognized on the finance lease liability. In addition, certain adjustments to the ROU asset may be required for items such as lease prepayments, incentives received or initial direct costs. As of September 30, 2026, the Company has one operating lease and no finance leases.

The Company accounts for lease and non-lease components related to operating leases for office space as a single lease component. The Company has elected that costs associated with leases having an initial term of 12 months or less are recognized in the condensed consolidated statement of operations and comprehensive loss on a straight-line basis over the lease term and are not recorded on its condensed consolidated balance sheets. Variable lease expense is recognized as incurred and consists primarily of real estate taxes, utilities, and other office space related expenses.

Classification of Convertible Preferred Shares

Prior to the reverse recapitalization, the Company had classified its Pre-Merger Korsana Series Seed Preferred Stock and Pre-Merger Korsana Series A Preferred Stock (together, the "Convertible Preferred Stock") outside of stockholders' equity (deficit) on the Company's condensed consolidated balance sheet because the holders of such stock had certain liquidation rights in the event of a deemed liquidation event that, in certain situations, were not solely within the control of the Company and would require the redemption of the then-outstanding convertible preferred stock.

 

Upon the closing of the Merger, the Company's outstanding Pre-Merger Korsana Series Seed Preferred Stock was converted into Series B Preferred Stock. The Company determined that certain provisions of the Series B Preferred Stock may require settlement in cash or other assets upon the occurrence of events not solely within the Company's control, including certain fundamental transactions. Accordingly, the Company classifies the Series B Preferred Stock as temporary (mezzanine) equity, outside of permanent stockholders' equity (deficit), on its condensed consolidated balance sheet.

 

Contingent Value Rights

 

The Company accounts for the CVRs issued in connection with the Merger as a derivative liability measured at fair value in accordance with ASC 815, Derivatives and Hedging. The CVR liability is initially recognized at fair value and subsequently remeasured at each reporting date, with changes in fair value recognized in the condensed consolidated statements of operations and comprehensive loss. The fair value of the CVRs is determined using a probability-weighted assessment of potential future proceeds from the underlying

legacy assets, including the likelihood, timing and estimated amounts of future monetization events. Management reassesses these assumptions on a quarterly basis and adjusts the estimated fair value of the CVR liability as appropriate. As of September 30, 2026, the estimated fair value of the CVR liability was zero, and accordingly, no liability was recorded in the accompanying condensed consolidated balance sheets.

 

Net Loss per Share Attributable to Common Stockholders

Basic and diluted net loss attributable to stockholders per share is presented in conformity with the two-class method required for participating securities (Common stock and Series B Preferred Stock). Basic earnings per share is computed by dividing net income available to each class of shares by the weighted-average number of shares of common stock and participating securities outstanding during the period. Pre-funded warrants were included in the weighted-average number of shares of common stock outstanding as the exercise price is negligible and these warrants are fully vested and exercisable. Series B Preferred Stock shares the same characteristics as common stock and has no substantive preference attributed to them and, accordingly, has been considered a class of common stock in the computation of net loss per share regardless of their legal form.

 

Net loss is allocated between holders of common stock and Series B Preferred Stock based on their respective proportional ownership interests on an as-converted basis. The weighted-average number of shares outstanding for each class reflects changes in ownership over the periods presented.

Diluted net loss per share is computed by dividing the net loss attributable to stockholders adjusted for income (expenses), net of tax, related to any diluted securities, by the weighted-average number of shares of common stock and potentially dilutive securities outstanding for the period. For purposes of this calculation, stock options to purchase common stock, warrants issued to Parasa, and unvested shares of restricted stock awards (“RSAs”) are considered potentially dilutive securities.

The Company generated a net loss for the periods presented. Accordingly, basic and diluted net loss per share is the same because the inclusion of the potentially dilutive securities would be anti-dilutive.

Recently Issued Accounting Pronouncement Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). The amendments in ASU 2024-03 require public entities to disclose specified information about certain costs and expenses. ASU 2024-03 is effective for the Company’s annual reporting period beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of this standard on its condensed consolidated financial statements.