GYRE THERAPEUTICS, INC. 8-K

What Happened

• On March 2, 2026 Gyre Therapeutics (Gyre) announced it entered into a definitive Agreement and Plan of Merger and Reorganization to acquire Cullgen Inc. in an all‑stock transaction that values Cullgen at approximately $300 million. The deal is intended to qualify as a tax‑free reorganization under Section 368(a) of the Internal Revenue Code.
• At the Effective Time, Cullgen shares will be converted into Gyre securities using an Exchange Ratio of 0.4753 (expressed on a per‑share basis and applied differently for designated holders), with Company Series B Convertible Preferred Stock issued to certain holders (each preferred share convertible into five common shares subject to approval conditions). Gyre will not issue more than 19.99% of its outstanding common stock or voting power in connection with the merger prior to approval of a related Conversion Proposal.

Key Details

• Transaction date filed: March 2, 2026; deal structure: all‑stock merger; Cullgen implied value: ~$300 million.
• Exchange Ratio: 0.4753 (conversion mechanics differ for designated holders; Company Preferred Stock converts into 5 common shares subject to conditions).
• Option and RSU treatment: in‑the‑money Cullgen options convert into Gyre options on existing terms; out‑of‑the‑money options are cancelled for no consideration; Cullgen RSUs vest and convert into Gyre common stock per the agreement.
• Governance changes: Immediately prior to the Effective Time, directors Thomas Eastling and Songjiang Ma will resign (Mr. Ma also resigns as President); the board will be reduced to seven directors. Effective after the Effective Time, Ying Luo, Ph.D. will be appointed Gyre’s Chief Executive Officer, President and a Class I director. Gyre will file a Certificate of Designation for the new Series B Convertible Preferred Stock in connection with the merger.
• Public disclosures: Gyre and Cullgen issued a joint press release and an investor presentation on March 2, 2026 (filed as Exhibits 99.1 and 99.2).

Why It Matters

• The merger is a material corporate transaction that changes Gyre’s capital structure, could dilute existing shareholders (subject to the 19.99% cap until the Conversion Proposal is approved), and brings new leadership—Ying Luo—as CEO and board member.
• Investors should note the all‑stock nature of the deal, conversion mechanics for Cullgen equity and awards, and the planned Certificate of Designation for Series B preferred shares, which will govern rights of newly issued preferred stock. The company furnished a press release and investor presentation for additional details.