GYRE · Gyre Therapeutics, Inc.

Gyre Therapeutics completed its acquisition of Cullgen Inc. on May 4, 2026, in an all-stock transaction valued at approximately $300 million. The merger was structured as a tax-free reorganization under Section 368(a), with Cullgen surviving as a wholly owned subsidiary. Consideration consisted of Gyre common stock and Series B Convertible Preferred Stock, with an exchange ratio of 0.4753 shares of Gyre common per Cullgen common share (adjusted for preferred stock). The Series B Preferred Stock is convertible into five shares of common stock upon stockholder approval, which will be voted on at a special meeting on June 10, 2026. The transaction was accounted for as a combination of entities under common control, as both Gyre and Cullgen were controlled by GNI Group Ltd. prior to and after the merger. As a result, net assets will be recorded at historical carrying amounts and financial statements retrospectively adjusted. The combined entity gains Cullgen's targeted protein degrader and degrader-antibody conjugate pipeline, complementing Gyre's commercial product ETUARY (pirfenidone) in China and late-stage asset F351 for liver fibrosis. Leadership changes include Ying Luo (former Cullgen CEO) as President and CEO, Thomas Eastling as CFO, and the resignation of two directors. The acquisition strengthens Gyre's position in fibrosis and inflammatory diseases with a U.S.-China operational footprint.