Gyre acquires Cullgen for ~$300M in stock; gains TPD/DAC platform, new CEO appointed

The Company expects to file with the Secretary of State of the State of Delaware a Certificate of Designation of Preferences, Rights and Limitations of the Company Preferred Stock (the "Certificate of Designation") in connection with the Merger referenced in Item 1.01 above.

Concurrently with the execution of the Merger Agreement, (i) certain officers, directors, and stockholders of the Company (solely in their respective capacities as Company stockholders) have entered into support agreements with the Company and Cullgen to vote all of their shares of Company Common Stock in favor of the Conversion Proposal (the “Company Support Agreement”), and (ii) certain officers, directors and stockholders of Cullgen (solely in their respective capacities as Cullgen stockholders) have entered into support agreements with the Company and Cullgen to vote all of their shares of Cullgen Capital Stock in favor of the adoption and approval of the Merger Agreement and the transactions contemplated thereby and against any alternative acquisition proposals (the “ Cullgen Support Agreement” and together with the Company Support Agreement, the “ Support Agreements”).

In connection with the closing of the Merger, the Company will enter into a Registration Rights Agreement (the “Registration Rights Agreement”) with Cullgen and certain holders of shares of Cullgen Capital Stock signatory thereto (the “Company Holders”).

Concurrently with the execution of the Merger Agreement, certain executive officers, directors and stockholders of the Company and Cullgen have entered into lock-up agreements (the “Lock-Up Agreements”) pursuant to which, subject to specified exceptions, they have agreed not to transfer their shares of Company Common Stock (or shares convertible for Company Common Stock) for (a) with respect to one-third of the shares of Company Common Stock held by them, the 180-day period following the Merger Closing Date, (b) with respect to one-third of the shares of Company Common Stock held by them, the twelve-month period following the Merger Closing Date, and (c) with respect to one-third of the shares of Company Common Stock held by them, the eighteen month period following the Merger Closing Date.

Each of the Company and Cullgen has agreed to customary representations, warranties and covenants in the Merger Agreement, including, among others, covenants relating to (1) using commercially reasonable efforts to obtain the requisite approval of its stockholders, (2) non-solicitation of alternative acquisition proposals, (3) the conduct of their respective businesses during the period between the date of signing the Merger Agreement and the closing of the Merger, and (4) the Company filing with the U.S. Securities and Exchange Commission (the “SEC”) a proxy statement and other relevant materials relating to the Conversion Proposal (as defined below).