GYRE THERAPEUTICS, INC. 8-K/A

What Happened
Gyre Therapeutics, Inc. announced it entered into an Agreement and Plan of Merger and Reorganization (Merger Agreement) to acquire Cullgen Inc. in an all‑stock transaction that values Cullgen at approximately $300 million. The Merger Agreement is dated March 2, 2026 and, at the Effective Time, each outstanding share of Cullgen capital stock will be converted into either Gyre common stock or Gyre Series B Convertible Preferred Stock depending on the holder category and type of Cullgen shares. The filing amends and restates the previously reported merger terms and includes customary forward‑looking statement disclosures.

Key Details

• Transaction value: approximately $300 million.
• Exchange Ratio: 0.4753 — for most Cullgen common shares, each will be converted into 0.4753 shares of Gyre common stock.
• Designated holders: certain holders will receive Gyre Series B Convertible Preferred Stock instead of common stock; for those holders the number of preferred shares per Cullgen common share equals the Exchange Ratio divided by five.
• Preferred conversion: each share of the Series B Convertible Preferred Stock is convertible into five shares of Gyre common stock, subject to conditions and approval of a separate “Conversion Proposal.”
• Issuance cap: Gyre will not issue more than 19.99% of its issued and outstanding Gyre common stock or voting power prior to stockholder approval of the Conversion Proposal.
• Documents: the Merger Agreement and related transaction documents were filed as exhibits to the 8‑K.

Why It Matters
This is a material acquisition: it adds Cullgen to Gyre’s equity base and will change share ownership and potential dilution depending on how many shares convert to preferred versus common. The Exchange Ratio, preferred conversion feature, and the 19.99% pre‑approval cap are key mechanics that determine immediate dilution and future voting power. Closing and the ability to convert preferred into common depend on future approvals (including a stockholder vote on the Conversion Proposal) and other closing conditions; the company highlights customary forward‑looking risks, so investors should monitor upcoming proxy materials, registration filings, and any shareholder votes.