Cyclerion Therapeutics, Inc. (CYCN) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. This is Marsha Fanucci, Chair of the Board of Directors of Cyclerion Therapeutics. I'd like to welcome you all and call to order the 2020 Annual Meeting of Stockholders of Cyclerion Therapeutics. Due to the public health concerns related to the COVID-19 pandemic, we are hosting today's meeting through this virtual online platform. I will act as the chair of this meeting, and Anjeza Gjino will act as secretary of the meeting. It's my pleasure to introduce the other members of the Board of Directors, certain officers and invited guests who are present for this Annual Meeting. All of our directors are present. In addition to me, they are Kevin Churchwell, George Conrades, Peter Hecht, Ole Isacson, Stephanie Lovell, Terrance McGuire, Michael Mendelsohn and Amy Schulman. Officers present, in addition to our CEO Peter Hecht, are Mark Currie, Andreas Busch and Bill Huyett. Also present are Andrea Wikerd of Ernst & Young LLP, our independent accountants; and Gary Simon of Hughes Hubbard & Reed, our Counsel. This meeting was called by the Board of Directors of Cyclerion. Notice of this meeting was furnished on or about April 23, 2020, to every holder of record of the company's common stock as of April 20, 2020, the record date for this annual meeting. [ Erin Hanson ] has been appointed as the inspector of elections for this meeting, and she has executed an appropriate oath of office. Based on a preliminary count, it appears and will be presumed that a quorum is present, subject to the final certification by the inspector of elections. Each share of common stock is entitled to 1 vote on each of the proposals presented at this meeting. A complete list of the registered stockholders of the company as of April 20, 2020, the record date certified by the company's transfer agent, is available at this meeting for inspection by stockholders by clicking on the link in the footer of this meeting's portal. We will run through the specific proposals on the agenda for the meeting. Shareholders who are attending this meeting with the valid 16-digit control number will have the opportunity to submit questions regarding the proposals through the text box at the bottom of your screen, if you are logged into the online platform. We'll try to answer any such questions that relate to the proposals or to this meeting time permitting. Please make sure you submit your questions now, so they are received in a timely fashion for our review and response. You may vote at any time during the meeting while the polls are open by clicking on the vote button at www.virtualshareholdermeeting.com/cycn2020. Stockholders who executed written proxies or voted online or by telephone prior to this meeting do not need to vote again while the polls are open, unless they wish to change their vote. After I describe the proposals to be voted on, I'll close the polls. We will not accept ballots, proxies, revocations or changes after the closing of the polls. [ Erin Hanson ] has been appointed as the inspector of election at this meeting. The inspector will determine the number of shares represented at the meeting, the existence of a quorum and the validity and effect of proxies. The inspector will also receive count and tabulate votes and determine the results of the voting on each matter that comes before the meeting. The inspector of election will provide those results of voting after the meeting, and we will announce these results by way of a timely Form 8-K filed with the Securities and Exchange Commission within 4 business days of this meeting. We're now ready to proceed with the business of the meeting and consider the specific proposals before us, which were described in the company's 2020 proxy statement for the meeting previously made available to you. No additional nominations or proposals were received in advance of this meeting in accordance with the company's bylaws and the SEC's proxy rules. So no other nominations or proposals will be considered today. I will explain the items on the agenda and call for discussion and a vote with respect to each proposal. I will then ask you to vote online if you have not already done so. After the proposals have been presented and voted on, we will close the polls with respect to that proposal. The first agenda item is the election of 9 Directors to the Board of Directors of the company as described in the company's 2020 proxy statement for this meeting. The Board has nominated myself, Marsha Fanucci, Kevin Churchwell, George Conrades, Peter Hecht, Ole Isacson, Stephanie Lovell, Terrance McGuire, Michael Mendelsohn and Amy Schulman as directors to serve a 1-year term ending in the 2021 Annual Meeting of Stockholders. The qualifications of the nominees are described in the proxy statement. The second proposal we'll consider today is the ratification of our Audit Committee selection of Ernst & Young LLP as the company's independent registered public -- excuse me, accounting firm for the fiscal year ending December 31, 2020. That concludes the presentation of all of the items on our agenda today. We will now review whether there are any questions regarding the aforementioned proposals before we close the polls. As previously mentioned, we will only review questions related to the proposals up for a vote at this meeting.

Thanks, Marsha. This is Peter Hecht. I'm the CEO. There actually were no questions submitted that are directly addressing the questions up for vote. There are a series of questions about our normal business processes and updates, and those are available through regular -- Reg FD updates that the company provides. There are some questions about what we could do as a company to improve our Investor Relations processes and to build demand for the stock. And I thought I would address those questions as one. I would like to point out that we're a development-stage biotech company, and we're a public company. And so material information has to be disseminated in a Reg FD-compliant manner. And as a development-stage biotech, we don't have very frequent material information. And most of our information that's material comes through clinical trial results or partnership announcements and occasional financial information. When those material events occur, we do issue appropriate public notifications with the level of details that we believe is appropriate both for all investors to have the same level of detail and transparency and so that all investors can make informed decisions. We also have, of course, competitively sensitive information, and we work to safeguard that on behalf of all of our shareholders. With respect to financial results, as a development-stage company, our situation is pretty simple, and we do work to communicate those results and position promptly. We have quarterly 10-Q filings. We have the 10-K filing annually, and we put out announcements as well. We don't issue press releases on normal business activities just to create a newsbeat. We think it's important not to inadvertently inflate the importance of nonmaterial information so that we can make sure our investors understand what we believe are the important value-creating and risk-creating information that comes through as a company. We work very hard to be available to investors. We present at conferences with regularity. We make those available on the Internet. And we're also available, both by Internet and by telephone on an ongoing basis and make ourselves and management available both to institutional investors and to retail investors. So I hope that helps answer some of those questions. There were a handful of them. And if those folks want to follow up with us, we can address this further. There was one specific question about the -- whether we would be holding an investor teach-in or an Investor Day around the CNS program, our IW-6463 program ahead of the data. And I had alluded to that fact that we would likely do that when I presented the company overview at the JPMorgan conference in January. And in fact, we will be doing such an event, and we'll be announcing the details of that shortly. But you should expect that we will have a detailed discussion of our CNS program in general and of IW-6463 in the pretty near future. Those data, as we previously announced, coming in the midyear. So we'll have the Investor Day ahead of this data. With that, those are all the questions we've got, Marsha. Let me just check and make sure there's none since then. It looks like we're good. Back to you.

All right. Thank you very much, Peter. The polls for voting on all matters before the meeting are hereby closed, the time now being 8:11 a.m. on June 16, 2020. After the inspector of election has prepared her final report, the final voting results will be made available to the public through a Form 8-K filed with the SEC within 4 business days of the end of this meeting. This concludes the formal portion of the meeting, and this meeting is concluded. Thank you for all attending today's annual meeting and your continued support of Cyclerion. Have a great day.

Ladies and gentlemen, this concludes today's meeting. You may now disconnect.