Gyre Therapeutics (GYRE) Proxy filing summary

Executive summary

• Completed acquisition of Cullgen Inc. in an all-stock transaction valued at approximately $300 million, making Cullgen a wholly owned subsidiary and expanding the product pipeline in fibrosis and inflammatory diseases.

• The combined entity now operates as a fully integrated biopharmaceutical company with commercial assets and a robust pipeline, including ETUARY® and F351, and maintains a presence in both the U.S. and China.

• The merger is structured as a tax-free reorganization under Section 368(a) of the Internal Revenue Code and is accounted for as a combination of entities under common control.

• Forward-looking statements highlight plans for global growth, expansion of F351 into ex-China territories, and continued development of targeted protein degraders and degrader-antibody conjugates.

Voting matters and shareholder proposals

• Stockholders will vote on the approval of the conversion of Series B Preferred Stock into common stock at the annual meeting scheduled for June 10, 2026.

• Approval of the Conversion Proposal is required before issuing more than 19.99% of outstanding common stock or voting power.

Board of directors and corporate governance

• Board size reduced to seven directors following resignations in connection with the merger.

• Ying Luo, Ph.D., appointed as Chief Executive Officer, President, and Class I director; Ping Zhang continues as Chairman.

• Dr. Luo also appointed Chair of the Nominating and Corporate Governance Committee, joined by Dan Weng and Gordon Carmichael.