--- schema_version: "secwatch.filing_event.v1" accession: "0001140361-26-007249" form_type: "8-K" ticker: "GYRE" cik: "0001124105" company_name: "GYRE THERAPEUTICS, INC." filed_at: "2026-03-02T23:59:59+00:00" generated_at: "2026-05-15T22:36:16.749448+00:00" event_type: "m_and_a" sentiment: "positive" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # Gyre acquires Cullgen for ~$300M in stock; gains TPD/DAC platform, new CEO appointed ## Summary - All-stock acquisition values Cullgen at ~$300M; expected close early Q2 2026; Cullgen becomes wholly owned subsidiary. - Ying Luo (Cullgen CEO) appointed CEO/President and director of Gyre; Ping Zhang remains Executive Chairman; Thomas Eastling and Songjiang Ma resign from board. - Combined entity has commercial ETUARY® (lung fibrosis, China) and Hydronidone (F351) nearing NDA, plus Cullgen's preclinical/clinical TPD/DAC pipeline. - Issuance of Series B Convertible Preferred Stock; conversion requires stockholder approval; insiders subject to 180-day to 18-month lock-up agreements. - Support agreements from key Gyre and Cullgen stockholders to vote in favor of conversion proposal and merger. ## SEC filing metadata - accession: 0001140361-26-007249 - form_type: 8-K - ticker: GYRE - cik: 0001124105 - company_name: GYRE THERAPEUTICS, INC. - filed_at: 2026-03-02T23:59:59+00:00 - event_type: m_and_a - sentiment: positive - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 1.01, 5.03, 3.02, 5.02, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1124105/000114036126007249/0001140361-26-007249-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1124105/000114036126007249/ef20066398_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001140361-26-007249 - JSON: https://secwatch.observer/filing/0001140361-26-007249.json - Plain text: https://secwatch.observer/filing/0001140361-26-007249.txt ## Source-grounded claims - claim_id: 8e8baf4c3840c7de04c59e376ef88cb09817a7a1 claim: GYRE THERAPEUTICS, INC.: Gyre Therapeutics expects to file a Certificate of Designation of Preferences, Rights and Limitations of the Company Preferred Stock in connection with a merger, creating a new class of preferred stock with specific dividend, voting, conversion, and anti-takeover provisions (effective 2026-03-02). evidence_excerpt: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1124105/000114036126007249/0001140361-26-007249-index.htm - claim_id: 26130acc28db0c00fc4a01141d1686e049f69330 claim: GYRE THERAPEUTICS, INC. entered into Support Agreements with Cullgen, Inc. and certain stockholders valued at Undisclosed (effective 2026-03-02). evidence_excerpt: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1124105/000114036126007249/0001140361-26-007249-index.htm - claim_id: 38dc914124f7a35bf2aa06c46e16e0a45cb80913 claim: GYRE THERAPEUTICS, INC. entered into Registration Rights Agreement with Cullgen, Inc. and certain holders of Cullgen Capital Stock valued at Undisclosed. evidence_excerpt: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1124105/000114036126007249/0001140361-26-007249-index.htm - claim_id: 6c037f44dfb6f27bcd3453eee870f58fd5f9895d claim: GYRE THERAPEUTICS, INC. entered into Lock-Up Agreements with Certain executive officers, directors and stockholders of Company and Cullgen valued at Undisclosed (effective 2026-03-02). evidence_excerpt: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1124105/000114036126007249/0001140361-26-007249-index.htm - claim_id: a7b51b194e9a66f8c1cc9c85e7d44105b2a6e408 claim: GYRE THERAPEUTICS, INC. entered into Merger Agreement with Cullgen, Inc. valued at Undisclosed (effective 2026-03-02). evidence_excerpt: 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). evidence_url: https://www.sec.gov/Archives/edgar/data/1124105/000114036126007249/0001140361-26-007249-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.