--- schema_version: "secwatch.filing_event.v1" accession: "0001140361-26-018716" form_type: "8-K" ticker: "GYRE" cik: "0001124105" company_name: "GYRE THERAPEUTICS, INC." filed_at: "2026-05-04T23:59:59+00:00" generated_at: "2026-05-14T23:49:41.717002+00:00" event_type: "m_and_a" sentiment: "positive" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # Gyre Therapeutics completes $300M all-stock acquisition of Cullgen; appoints Ying Luo as CEO ## Summary - All-stock deal valued at ~$300M closed; Cullgen becomes wholly owned subsidiary. - Ying Luo appointed CEO and President; Ping Zhang remains Chairman. - Combined company has commercial ETUARY® in China for lung fibrosis and late-stage pipeline including F351 for liver fibrosis. - Cullgen contributes targeted protein degrader (TPD) and degrader-antibody conjugate (DAC) pipeline. - Company will hold stockholder meeting June 10, 2026 for approval of conversion of Series B Preferred to common. ## SEC filing metadata - accession: 0001140361-26-018716 - form_type: 8-K - ticker: GYRE - cik: 0001124105 - company_name: GYRE THERAPEUTICS, INC. - filed_at: 2026-05-04T23:59:59+00:00 - event_type: m_and_a - sentiment: positive - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 2.01, 5.03, 1.01, 3.02, 3.03, 5.02, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1124105/000114036126018716/0001140361-26-018716-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1124105/000114036126018716/ef20072211_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001140361-26-018716 - JSON: https://secwatch.observer/filing/0001140361-26-018716.json - Plain text: https://secwatch.observer/filing/0001140361-26-018716.txt ## Source-grounded claims - claim_id: 625621074d claim: Ying Luo was appointed as Chief Executive Officer, President, Director at GYRE THERAPEUTICS, INC.. evidence_excerpt: effective immediately after the Effective Time, the Company appointed Ying Luo, Ph.D. as Chief Executive Officer and President of the Company and to the Board as a Class I director. evidence_url: https://www.sec.gov/Archives/edgar/data/1124105/000114036126018716/0001140361-26-018716-index.htm - claim_id: 79fee6d5d0 claim: Songjiang Ma resigned as Director, President at GYRE THERAPEUTICS, INC.. evidence_excerpt: Thomas Eastling and Songjiang Ma resigned from the board of directors of the Company (the "Board") and any respective committee of the Board to which they were members, and Mr. Ma also resigned from his position as President of the Company on such date. evidence_url: https://www.sec.gov/Archives/edgar/data/1124105/000114036126018716/0001140361-26-018716-index.htm - claim_id: 8fa097cf45 claim: Ruoyu Chen resigned as Chief Financial Officer at GYRE THERAPEUTICS, INC.. evidence_excerpt: Ruoyu Chen, who resigned from her position as Chief Financial Officer on such date. evidence_url: https://www.sec.gov/Archives/edgar/data/1124105/000114036126018716/0001140361-26-018716-index.htm - claim_id: e4a28f749d claim: Thomas Eastling resigned as Director and Member of Committees at GYRE THERAPEUTICS, INC.. evidence_excerpt: Thomas Eastling and Songjiang Ma resigned from the board of directors of the Company (the "Board") and any respective committee of the Board to which they were members evidence_url: https://www.sec.gov/Archives/edgar/data/1124105/000114036126018716/0001140361-26-018716-index.htm - claim_id: f45c7cb789 claim: Thomas Eastling was appointed as Chief Financial Officer at GYRE THERAPEUTICS, INC.. evidence_excerpt: the Company appointed Thomas Eastling as Chief Financial Officer of the Company, to succeed Ruoyu Chen, who resigned from her position as Chief Financial Officer on such date. evidence_url: https://www.sec.gov/Archives/edgar/data/1124105/000114036126018716/0001140361-26-018716-index.htm - claim_id: 3250af831e43eef4643dd16a2bf9f9c47cf3d8f3 claim: GYRE THERAPEUTICS, INC.: Filed a Certificate of Designation creating a new series of preferred stock in connection with a merger. evidence_excerpt: The Company has filed 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/1124105/000114036126018716/0001140361-26-018716-index.htm - claim_id: 6841749b52a7e3f7b6d3ebad252a6e349897ec88 claim: GYRE THERAPEUTICS, INC. completed an acquisition involving Cullgen Inc. for all-stock transaction that valued Cullgen at approximately $300 million (closed 2026-05-04). evidence_excerpt: Revenue Code of 1986, as amended. Under the terms of the Merger Agreement, the Company acquired Cullgen in an all-stock transaction that valued Cullgen at approximately $300 million. At the effective time of the Merger (the “Effective Time”), each then outstanding share of Cullgen capital stock (the “Cullgen Capital Stock”), excluding shares of Cullgen evidence_url: https://www.sec.gov/Archives/edgar/data/1124105/000114036126018716/0001140361-26-018716-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.