GYRE THERAPEUTICS, INC. 8-K

What Happened Gyre Therapeutics, Inc. announced that it completed its previously disclosed acquisition of Cullgen Inc. on May 4, 2026 under the March 2, 2026 Merger Agreement. The all‑stock transaction valued Cullgen at approximately $300 million. At the Effective Time, Cullgen became a wholly owned subsidiary of Gyre; certain Cullgen shares converted into Gyre Series B convertible preferred shares and other Cullgen shares converted into Gyre common stock according to the agreement. Gyre filed a definitive proxy on April 27, 2026 and will hold a stockholder meeting on June 10, 2026 to vote on a proposal to convert the issued Company Preferred Stock into common shares under Nasdaq rules. Effective immediately after closing, Ying Luo, Ph.D. was appointed Chief Executive Officer and President and added to the board; Ping Zhang will remain Chairman. Two directors, Thomas Eastling and Songjiang Ma, resigned prior to the Effective Time.

Key Details

• Closing Date: May 4, 2026; proxy filed April 27, 2026; stockholder meeting set for June 10, 2026.
• Transaction value: approximately $300 million; all‑stock deal using an Exchange Ratio of 0.4753 for common‑for‑common conversions.
• Certain Cullgen holders received Gyre Series B Convertible Preferred Stock (each preferred share convertible into five common shares subject to the pending conversion vote); issuance limited so Gyre will not issue more than 19.99% of its common stock or voting power prior to approval of the conversion proposal.
• Accounting: Gyre concluded the Merger is a combination of entities under common control (per ASC 850‑50); Cullgen assets and liabilities will be recorded at historical carrying amounts and Gyre’s financials will be retrospectively adjusted to reflect the combination.
• Stock‑based treatment: in‑the‑money Cullgen options converted into Gyre options; out‑of‑the‑money options were cancelled; vested RSUs were settled and converted into Gyre common stock.
• Governance: board reduced to seven members; Ying Luo named CEO and board Class I director; resignations of Eastling and Ma were not due to disagreements with the company.

Why It Matters This filing signals a material change in Gyre’s business and leadership. The acquisition expands Gyre’s operations through Cullgen and is presented as a common‑control combination for accounting, meaning Cullgen’s assets will be carried into Gyre at historical amounts and Gyre’s past financial statements will be restated retrospectively. The stock conversion vote (June 10) could significantly affect Gyre’s equity structure if approved. Leadership changes—appointment of Ying Luo as CEO and board reconfiguration—are important for investors tracking management direction after the transaction.