Sec Form 13G Filing - Artal International S.C.A. filing for CYCLERION THERAPEUTICS INC (CYCN) - 2024-02-09

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934*

(Amendment No. 3)

 

 

Cyclerion Therapeutics, Inc.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

23255M105

(CUSIP Number)

December 31, 2023

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

☐

Rule 13d-1(b)

 

☒

Rule 13d-1(c)

 

☐

Rule 13d-1(d)

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 23255M105    13G   

 

 1   

 NAMES OF REPORTING PERSONS

 

 Invus Public Equities, L.P.

 2  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☐

 

 3  

 SEC USE ONLY

 

 4  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Bermuda

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5   

 SOLE VOTING POWER

 

 138,403

   6  

 SHARED VOTING POWER

 

 0

   7  

 SOLE DISPOSITIVE POWER

 

 138,403

   8  

  SHARED DISPOSITIVE POWER

 

 0

 9   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 138,403

10  

 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 ☐

11  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 5.7%

12  

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 PN

 

2

CUSIP No. 23255M105    13G   

 

 1   

 NAMES OF REPORTING PERSONS

 

 Invus Public Equities Advisors, LLC

 2  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☐

 

 3  

 SEC USE ONLY

 

 4  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Delaware

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5   

 SOLE VOTING POWER

 

 138,403

   6  

 SHARED VOTING POWER

 

 0

   7  

 SOLE DISPOSITIVE POWER

 

 138,403

   8  

  SHARED DISPOSITIVE POWER

 

 0

 9   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 138,403

10  

 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 ☐

11  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 5.7%

12  

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 OO

 

3

CUSIP No. 23255M105    13G   

 

 1   

 NAMES OF REPORTING PERSONS

 

 Invus, L.P.

 2  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☐

 

 3  

 SEC USE ONLY

 

 4  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Bermuda

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5   

 SOLE VOTING POWER

 

 552

   6  

 SHARED VOTING POWER

 

 0

   7  

 SOLE DISPOSITIVE POWER

 

 552

   8  

  SHARED DISPOSITIVE POWER

 

 0

 9   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 552

10  

 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 ☐

11  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 Less than 0.1%

12  

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 PN

 

4

CUSIP No. 23255M105    13G   

 

 1   

 NAMES OF REPORTING PERSONS

 

 Invus Advisors, L.L.C.

 2  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☐

 

 3  

 SEC USE ONLY

 

 4  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Delaware

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5   

 SOLE VOTING POWER

 

 552

   6  

 SHARED VOTING POWER

 

 0

   7  

 SOLE DISPOSITIVE POWER

 

 552

   8  

  SHARED DISPOSITIVE POWER

 

 0

 9   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 552

10  

 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 ☐

11  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 Less than 0.1%

12  

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 OO

 

5

CUSIP No. 23255M105    13G   

 

 1   

 NAMES OF REPORTING PERSONS

 

 Artal International S.C.A.

 2  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☐

 

 3  

 SEC USE ONLY

 

 4  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Luxembourg

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5   

 SOLE VOTING POWER

 

 138,955

   6  

 SHARED VOTING POWER

 

 0

   7  

 SOLE DISPOSITIVE POWER

 

 138,955

   8  

  SHARED DISPOSITIVE POWER

 

 0

 9   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 138,955

10  

 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 ☐

11  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 5.7%

12  

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 OO

 

6

CUSIP No. 23255M105    13G   

 

 1   

 NAMES OF REPORTING PERSONS

 

 Artal International Management S.A.

 2  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☐

 

 3  

 SEC USE ONLY

 

 4  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Luxembourg

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5   

 SOLE VOTING POWER

 

 138,955

   6  

 SHARED VOTING POWER

 

 0

   7  

 SOLE DISPOSITIVE POWER

 

 138,955

   8  

  SHARED DISPOSITIVE POWER

 

 0

 9   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 138,955

10  

 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 ☐

11  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 5.7%

12  

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 OO

 

7

CUSIP No. 23255M105    13G   

 

 1   

 NAMES OF REPORTING PERSONS

 

 Artal Group S.A.

 2  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☐

 

 3  

 SEC USE ONLY

 

 4  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Luxembourg

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5   

 SOLE VOTING POWER

 

 138,955

   6  

 SHARED VOTING POWER

 

 0

   7  

 SOLE DISPOSITIVE POWER

 

 138,955

   8  

  SHARED DISPOSITIVE POWER

 

 0

 9   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 138,955

10  

 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 ☐

11  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 5.7%

12  

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 OO

 

8

CUSIP No. 23255M105    13G   

 

 1   

 NAMES OF REPORTING PERSONS

 

 Westend S.A.

 2  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☐

 

 3  

 SEC USE ONLY

 

 4  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Luxembourg

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5   

 SOLE VOTING POWER

 

 138,955

   6  

 SHARED VOTING POWER

 

 0

   7  

 SOLE DISPOSITIVE POWER

 

 138,955

   8  

  SHARED DISPOSITIVE POWER

 

 0

 9   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 138,955

10  

 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 ☐

11  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 5.7%

12  

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 OO

 

9

CUSIP No. 23255M105    13G   

 

 1   

 NAMES OF REPORTING PERSONS

 

 Stichting Administratiekantoor Westend

 2  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☐

 

 3  

 SEC USE ONLY

 

 4  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 The Netherlands

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5   

 SOLE VOTING POWER

 

 138,955

   6  

 SHARED VOTING POWER

 

 0

   7  

 SOLE DISPOSITIVE POWER

 

 138,955

   8  

  SHARED DISPOSITIVE POWER

 

 0

 9   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 138,955

10  

 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 ☐

11  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 5.7%

12  

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 OO

 

10

CUSIP No. 23255M105    13G   

 

 1   

 NAMES OF REPORTING PERSONS

 

 Mr. Amaury Wittouck

 2  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☐

 

 3  

 SEC USE ONLY

 

 4  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Belgium

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5   

 SOLE VOTING POWER

 

 138,955

   6  

 SHARED VOTING POWER

 

 0

   7  

 SOLE DISPOSITIVE POWER

 

 138,955

   8  

  SHARED DISPOSITIVE POWER

 

 0

 9   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 138,955

10  

 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 ☐

11  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 5.7%

12  

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 IN

 

11

Item 1(a).

Name of Issuer:

Cyclerion Therapeutics, Inc. (the “Issuer”)

 

Item 1(b).

Address of Issuer’s Principal Executive Offices:

245 First Street, 18th Floor, Cambridge, Massachusetts 02142

 

Item 2(a).

Name of Person Filing:

 

Item 2(b).

Address of Principal Business Office or, if none, Residence:

 

Item 2(c).

Citizenship:

(i) Invus Public Equities, L.P. (“Invus Public Equities”)

750 Lexington Avenue, 30th Floor, New York, NY 10022

Citizenship: Bermuda limited partnership

(ii) Invus Public Equities Advisors, LLC (“Invus PE Advisors”)

750 Lexington Avenue, 30th Floor, New York, NY 10022

Citizenship: Delaware limited liability company

(iii) Invus, L.P.

750 Lexington Avenue, 30th Floor, New York, NY 10022

Citizenship: Bermuda limited partnership

(iv) Invus Advisors, L.L.C. (“Invus Advisors”)

750 Lexington Avenue, 30th Floor, New York, NY 10022

Citizenship: Delaware limited liability company

(v) Artal International S.C.A. (“Artal International”)

Valley Park, 44, Rue de la Vallée, L-2661, Luxembourg

Citizenship: Luxembourg limited partnership

(vi) Artal International Management S.A. (“Artal International Management”)

Valley Park, 44, Rue de la Vallée, L-2661, Luxembourg

Citizenship: Luxembourg société anonyme

(vii) Artal Group S.A. (“Artal Group”)

Valley Park, 44, Rue de la Vallée, L-2661, Luxembourg

Citizenship: Luxembourg société anonyme

(viii) Westend S.A. (“Westend”)

Valley Park, 44, Rue de la Vallée, L-2661, Luxembourg

Citizenship: Luxembourg société anonyme

(ix) Stichting Administratiekantoor Westend (the “Stichting”)

Claude Debussylaan, 46, 1082 MD Amsterdam, The Netherlands

Citizenship: Netherlands foundation

(x) Mr. Amaury Wittouck

Valley Park, 44, Rue de la Vallée, L-2661, Luxembourg

Citizenship: Belgium

 

12

The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.”

 

Item 2(d).

Title of Class of Securities:

Common Stock, no par value (the “Shares”)

 

Item 2(e).

CUSIP Number:

23255M105

 

Item 3.

If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing Is a(n):

This Item 3 is not applicable.

 

Item 4.

Ownership.

(a) Amount beneficially owned:

As of December 31, 2023, Invus Public Equities directly held 138,403 Shares and Invus, L.P. directly held 552 Shares. Invus PE Advisors, as the general partner of Invus Public Equities, controls Invus Public Equities and, accordingly, may be deemed to beneficially own the Shares directly held by Invus Public Equities. Invus Advisors as the general partner of Invus, L.P. controls Invus, L.P. and, accordingly, may be deemed to beneficially own the Shares directly held by Invus, L.P. The Geneva branch of Artal International, as the managing member of Invus PE Advisors, controls Invus PE Advisors and, accordingly, may be deemed to beneficially own the Shares that Invus PE Advisors may be deemed to beneficially own. Artal International, as the managing member of Invus Advisors, controls Invus Advisors and, accordingly, may be deemed to beneficially own the Shares that Invus Advisors may be deemed to beneficially own. Artal International Management, as the managing partner of Artal International, controls Artal International and, accordingly, may be deemed to beneficially own the Shares that Artal International may be deemed to beneficially own. Artal Group, as the sole stockholder of Artal International Management, controls Artal International Management and, accordingly, may be deemed to beneficially own the Shares that Artal International Management may be deemed to beneficially own. Westend, as the parent company of Artal Group, controls Artal Group and, accordingly, may be deemed to beneficially own the Shares that Artal Group may be deemed to beneficially own. The Stichting, as the majority stockholder of Westend, controls Westend and, accordingly, may be deemed to beneficially own the Shares that Westend may be deemed to beneficially own. Mr. Wittouck, as the sole member of the board of the Stichting, controls the Stichting and, accordingly, may be deemed to beneficially own the Shares that the Stichting may be deemed to beneficially own.

(b) Percent of class:

As of December 31, 2023, each of the Reporting Persons may be deemed to be the beneficial owner of the percentage of Shares listed on such Reporting Person’s cover page. Calculations of the percentage of Shares beneficially owned are based on 2,445,096 Shares outstanding as of November 9, 2023 based on information set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2023.

(c) As of December 31, 2023, each of Invus Public Equities and Invus PE Advisors had the sole power to vote or direct the vote and the sole power to dispose or direct the disposition of the 138,403 Shares directly held by Invus Public Equities. As of December 31, 2023, each of Invus, L.P. and Invus Advisors had the sole power to vote or direct the vote and the sole power to dispose or direct the disposition of the 552 Shares directly held by Invus, L.P.

As of December 31, 2023, each of Artal International, Artal International Management, Artal Group, Westend, the Stichting and Mr. Wittouck had the sole power to vote or direct the vote and the sole power to dispose or direct the disposition of the 138,403 Shares directly held by Invus Public Equities and the 552 Shares directly held by Invus, L.P.

 

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

 

13

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person.

This Item 6 is not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

This Item 7 is not applicable.

 

Item 8.

Identification and Classification of Members of the Group.

This Item 8 is not applicable.

 

Item 9.

Notice of Dissolution of Group.

This Item 9 is not applicable.

 

Item 10.

Certification.

Each of the Reporting Persons hereby makes the following certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

14

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 9, 2024

 

INVUS PUBLIC EQUITIES, L.P.
By:   INVUS PUBLIC EQUITIES ADVISORS, LLC, its general partner
By:  

/s/ Raymond Debbane

Name:   Raymond Debbane
Title:   President
INVUS PUBLIC EQUITIES ADVISORS, LLC
By:  

/s/ Raymond Debbane

Name:   Raymond Debbane
Title:   President
INVUS, L.P.
By:   INVUS ADVISORS, L.L.C., its general partner
By:  

/s/ Raymond Debbane

Name:   Raymond Debbane
Title:   President
INVUS ADVISORS, L.L.C.
By:  

/s/ Raymond Debbane

Name:   Raymond Debbane
Title:   President
ARTAL INTERNATIONAL S.C.A.
By:   ARTAL INTERNATIONAL MANAGEMENT S.A., its managing partner
By:  

/s/ Anne Goffard

Name:   Anne Goffard
Title:   Managing Director

ARTAL INTERNATIONAL MANAGEMENT S.A.
By:  

/s/ Anne Goffard

Name:   Anne Goffard
Title:   Managing Director
ARTAL GROUP S.A.
By:  

/s/ Anne Goffard

Name:   Anne Goffard
Title:   Authorized Person
WESTEND S.A.
By:  

/s/ Anne Goffard

Name:   Anne Goffard
Title:   Managing Director
STICHTING ADMINISTRATIEKANTOOR WESTEND
By:  

/s/ Amaury Wittouck

Name:   Amaury Wittouck
Title:   Sole Member of the Board
MR. AMAURY WITTOUCK
By:  

/s/ Amaury Wittouck