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Gyre Therapeutics Completes Acquisition of Cullgen to Create U.S.- and China-based Fully Integrated Biopharmaceutical Company

(Positive)

Gyre Therapeutics (Nasdaq: GYRE) completed its acquisition of Cullgen in an all-stock transaction valued at approximately $300 million, creating a U.S.- and China-based integrated biopharmaceutical company.

The combined company gains a commercial-stage product (ETUARY® in China), a lead candidate F351 with recent priority review in China, ongoing Phase 3 ETUARY enrollment, and a pipeline of TPDs and DACs.

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Positive

  • Acquisition value approximately $300 million (all-stock)
  • Commercial product ETUARY® on market in China
  • F351 received priority review from China regulator in March
  • Completed enrollment in 52-week Phase 3 ETUARY pneumoconiosis trial
  • First patient enrolled in Phase 3 study for radiation-induced lung injury

Negative

  • All-stock transaction could alter capitalization and shareholder ownership
  • Cross-border integration may complicate regulatory and operational timelines

News Market Reaction – GYRE

+1.54%
+1.54% Session close to close

In the May 4 session, GYRE gained 1.54%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement finalizes Gyre’s all-stock acquisition of Cullgen, creating a fully integrated bio...
Analysis

This announcement finalizes Gyre’s all-stock acquisition of Cullgen, creating a fully integrated biopharmaceutical company with operations in the U.S. and China. The combined entity now includes a commercial-stage product, ETUARY, and a pipeline spanning discovery to Phase 3, centered on fibrosis and inflammatory diseases. Historically, Gyre’s stock responded positively to Hydronidone regulatory milestones but mixed to earnings and deal disclosures, so investors may watch integration progress and upcoming Phase 3 readouts closely.

Key Figures

Cullgen deal value: $300 million ETUARY trial duration: 52-week ETUARY trial phase: Phase 3 +1 more
4 metrics
Cullgen deal value $300 million All-stock acquisition of Cullgen
ETUARY trial duration 52-week Phase 3 ETUARY trial for pneumoconiosis
ETUARY trial phase Phase 3 ETUARY pneumoconiosis study in China
Radiation lung injury study Phase 3 ETUARY in radiation-induced lung injury with/without ICI pneumonitis

Historical Context

4 past events · Latest: Mar 17 (Positive)
Pattern 4 events
Date Event Sentiment 24h Move Catalyst
Mar 17 Regulatory milestone Positive +2.0% China CDE granted priority review to Hydronidone NDA for CHB liver fibrosis.
Mar 12 Earnings and deal Neutral -6.3% Full-year 2025 results, 2026 guidance and initial $300M Cullgen acquisition announcement.
Jan 05 Regulatory update Positive +16.3% Pre-NDA meeting confirmed conditional approval pathway and priority review eligibility.
Nov 07 Earnings update Negative -1.8% Q3 2025 results with lowered 2025 revenue guidance amid rollout and procurement issues.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Regulatory and clinical milestones for Hydronidone/F351 have generally seen positive price alignment, while earnings and guidance updates linked to the Cullgen deal have shown at least one notable negative divergence.

Recent Company History

Over the past months, Gyre reported growing commercial revenue and advanced its fibrosis portfolio. On Nov 7, 2025, Q3 2025 results included guidance reduction tied to product rollouts. Subsequent regulatory updates for Hydronidone in Jan and Mar 2026, including conditional approval discussions and priority review, drove positive price reactions. On Mar 12, 2026, full-year 2025 results and the initial Cullgen acquisition announcement led to a -6.3% move. Today’s completed Cullgen acquisition builds directly on that earlier deal disclosure.

Key Terms

targeted protein degrader, degrader antibody conjugate, new drug application, pneumoconiosis, +2 more
6 terms
targeted protein degrader medical
"development of targeted protein degrader (TPD) and degrader antibody conjugate (DAC) therapies"
A targeted protein degrader is a designed molecule that sticks to a specific disease-related protein and recruits the cell’s natural disposal machinery to remove that protein instead of merely blocking it. Think of it like tagging a broken appliance so the recycling service takes it away rather than just turning it off. For investors, this strategy can open treatments against proteins that were previously hard to drug, creating new commercial opportunities and clear value inflection points tied to clinical progress.
degrader antibody conjugate medical
"development of targeted protein degrader (TPD) and degrader antibody conjugate (DAC) therapies"
A degrader antibody conjugate is a laboratory-made protein that combines an antibody (which finds and binds a specific molecule on a cell) with a small attached agent that triggers the cell to break down that target. Think of it as a guided homing missile that not only marks a problem protein but also causes the cell’s disposal system to remove it; investors care because this approach can create highly specific, potentially more effective therapies with clearer paths to market value if safety and delivery are proven.
new drug application regulatory
"priority review status from the Center for Drug Evaluation ... for the F351 NDA"
A new drug application is a formal request submitted to government regulators seeking approval to market a new medicine. It is like a detailed proposal that shows the drug has been tested for safety and effectiveness. For investors, receiving approval signals that the drug may soon become available for sale, potentially leading to revenue growth and impacting the company's value.
pneumoconiosis medical
"completed enrollment in our 52-week Phase 3 ETUARY trial for pneumoconiosis"
A chronic lung disease caused by long-term inhalation of dust particles (such as silica, coal, or asbestos) that scar lung tissue and reduce breathing capacity; think of lung tissue gradually becoming stiff like fabric that's been soaked in glue. It matters to investors because outbreaks, legal claims, workplace fines, or stricter safety rules can create sizable liabilities, higher operating costs, insurance losses, and reputational damage for companies in mining, construction, manufacturing, and related industries.
radiation-induced lung injury medical
"Phase 3 study evaluating ETUARY in a new indication: radiation-induced lung injury"
Radiation-induced lung injury is damage to lung tissue that happens when medical radiation used to treat chest tumors or disease also harms healthy lung cells, leading to inflammation, scarring or breathing difficulty. Investors should care because such injury can change clinical trial results, raise safety concerns, slow or block regulatory approvals, alter treatment adoption and create liability or reimbursement risks—think of it as collateral engine damage from a repair meant to fix a different part.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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  • Post-closing combined company has revenue-producing commercial asset and a robust pipeline of products and product candidates to address multiple therapeutic areas with a focus on fibrosis and inflammatory diseases.
  • China innovation engine provides cost-efficient vehicle for discovery and early-stage development of targeted protein degraders and degrader-antibody conjugates.
  • Strengthened leadership team in U.S., coupled with China operating presence to support future global growth.

SAN DIEGO, May 04, 2026 (GLOBE NEWSWIRE) -- Gyre Therapeutics, Inc. (“Gyre”, “Gyre Therapeutics” or the “Company”) (Nasdaq: GYRE), an innovative, commercial-stage biopharmaceutical company dedicated to advancing fibrosis-first therapies across organ systems affected by chronic diseases, today announced the closing of its acquisition of Cullgen Inc. (Cullgen), a privately-held, clinical-stage biopharmaceutical company focused on the discovery and development of targeted protein degrader (TPD) and degrader antibody conjugate (DAC) therapies, in an all-stock transaction valued at approximately $300 million.

Following the closing of the acquisition, Cullgen became a wholly owned subsidiary of Gyre, and the former Chief Executive Officer of Cullgen, Dr. Ying Luo, was appointed President and Chief Executive Officer and as a member of the Gyre Board of Directors. Ping Zhang will continue at Gyre as Chairman of the Board of Directors. The new combined entity will continue to be listed on the Nasdaq Capital Market under the ticker “GYRE”.

Dr. Luo, President and Chief Executive Officer of Gyre, commented, “We are eager to move forward as a U.S.- and China-based fully integrated biopharmaceutical company. Through this combination, we have created an entity that not only offers a commercial-stage product with ETUARY®, on the market in China for the treatment of lung fibrosis, but also a full-spectrum pipeline of products from discovery to Phase 3, primarily focused on fibrosis and inflammatory diseases. This includes our lead product candidate, F351 (hydronidone) for the treatment of chronic hepatitis B (CHB)-induced liver fibrosis, as well as a strong preclinical and clinical pipeline, including TPDs and DACs.”

Mr. Zhang, Chairman of Gyre, commented, “This combination occurs at an exciting time for Gyre as we recently received priority review status from the Center for Drug Evaluation of China’s National Medical Products Administration for the F351 NDA in March. We are also exploring the expansion of F351’s development in ex-China territories including the U.S. In addition, we have completed enrollment in our 52-week Phase 3 ETUARY® trial for pneumoconiosis, and have also enrolled the first patient in a Phase 3 study evaluating ETUARY® in a new indication: radiation-induced lung injury with or without immune checkpoint inhibitor-related pneumonitis, further strengthening our late-stage inflammatory portfolio. Additionally, we believe the innovative discovery engine that has produced several promising degraders and DACs acquired from Cullgen strengthens our asset portfolio and provides long-term value to Gyre.”

About Gyre Pharmaceuticals

Gyre Pharmaceuticals Co., Ltd., a subsidiary of Gyre Therapeutics, Inc. (“Gyre Pharmaceuticals”), is a commercial-stage biopharmaceutical company committed to the research, development, manufacturing and commercialization of innovative drugs for organ fibrosis. Its flagship product, ETUARY® (pirfenidone capsule), was the first approved treatment for IPF in the People’s Republic of China (PRC) in 2011 and has maintained a prominent market share over the past several years. In addition, Gyre Pharmaceuticals’ pipeline includes F351 (hydronidone), a structural analogue of pirfenidone, which demonstrated statistically significant fibrosis regression after 52 weeks of treatment in a pivotal Phase 3 clinical trial in CHB-associated liver fibrosis in the PRC. F351 received Breakthrough Therapy designation by the CDE of the NMPA in March 2021. Gyre Pharmaceuticals is also developing treatments for PD, RILI with or without immune-related pneumonitis, COPD, PAH and ALF/ACLF. As of December 31, 2025, Gyre Therapeutics owns a 69.7% equity interest in Gyre Pharmaceuticals.

About Gyre Therapeutics

Gyre Therapeutics is a biopharmaceutical company headquartered in San Diego, CA, primarily focused on the development and commercialization of F351 for liver fibrosis including MASH in the U.S., and, with its recent acquisition, now has a portfolio of highly selective targeted protein degrader product candidates designed to potently and efficiently eliminate therapeutically relevant proteins in patients, as well as preclinical programs including next-generation degrader-antibody conjugates.

In the PRC, Gyre Therapeutics is advancing a broad pipeline through its controlling interest in Gyre Pharmaceuticals, including therapeutic expansions of ETUARY, and development programs for F573, and F528.

Advisory and Legal Counsel

Moelis & Company LLC is acting as financial advisor to the special committee to Gyre’s Board of Directors, and Gyre’s legal counsel is Gibson, Dunn & Crutcher LLP.

Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C. is serving as legal counsel to Cullgen.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, which statements are subject to substantial risks and uncertainties and are based on estimates and assumptions. All statements, other than statements of historical facts included in this press release, are forward-looking statements, including statements concerning: the future operations of the combined entity; the nature, strategy and focus of the combined entity; the development and commercial potential and potential benefits of any product candidates of the combined entity; potential expansion of F351 in ex-China territories including the U.S.; the ability of Cullgen’s degraders and DACs to strengthen Gyre’s asset portfolio; and the additional expected benefits of the acquisition, including its ability to successfully integrate the businesses and operations of Gyre and Cullgen. In some cases, you can identify forward-looking statements by terms such as “may,” “might,” “will,” “objective,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “design,” “estimate,” “predict,” “potential,” “plan” or the negative of these terms, and similar expressions intended to identify forward-looking statements. These statements reflect our plans, estimates, and expectations, as of the date of this press release. These statements involve known and unknown risks, uncertainties and other factors that could cause our actual results to differ materially from the forward-looking statements expressed or implied in this press release. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation: unexpected costs, charges or expenses resulting from the acquisition; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the acquisition; the risk that the combined company may not be able to successfully integrate the businesses and realize the expected benefits of the acquisition in a timely manner or at all; the uncertainties associated with Gyre’s and Cullgen’s product candidates, as well as risks associated with the clinical development and regulatory approval of product candidates, including potential delays in the commencement, enrollment and completion of clinical trials; risks related to the inability of the combined entity to obtain sufficient additional capital to continue to advance these product candidates and its preclinical programs; uncertainties in obtaining successful clinical results for product candidates and unexpected costs that may result therefrom; risks related to the failure to realize any value from product candidates and preclinical programs being developed and anticipated to be developed in light of inherent risks and difficulties involved in successfully bringing product candidates to market; risks associated with the possible failure to realize certain anticipated benefits of the acquisition, including with respect to future financial and operating results. Additional risks and factors are identified under “Risk Factors” in Gyre’s Annual Report on Form 10-K for the year ended December 31, 2025 filed on March 13, 2026, and in other filings with the Securities and Exchange Commission.

Gyre expressly disclaims any obligation to update any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law.

CONTACTS:

Gyre Therapeutics, Inc.

Thomas Eastling, CFO
ir@gyretx.com

Investors

Chuck Padala
Managing Director, LifeSci Advisors
chuck@lifesciadvisors.com


FAQ

What did Gyre (GYRE) announce about acquiring Cullgen on May 4, 2026?

Gyre completed an all-stock acquisition of Cullgen valued at about $300 million. According to the company, Cullgen is now a wholly owned subsidiary and the combined entity operates across the U.S. and China with an integrated development engine.

Does Gyre (GYRE) now have any commercial products after the Cullgen acquisition?

Yes. Gyre now has a commercial-stage product, ETUARY®, marketed in China for lung fibrosis. According to the company, ETUARY® provides immediate revenue while supporting the combined late-stage inflammatory portfolio and global development plans.

What regulatory progress does Gyre (GYRE) report for its lead candidate F351?

F351 has received priority review from China’s drug regulator as of March. According to the company, Gyre is exploring ex-China development including potential U.S. expansion for F351 programs.

What late-stage clinical milestones did Gyre (GYRE) disclose after the acquisition?

Gyre completed enrollment in a 52-week Phase 3 ETUARY pneumoconiosis trial and enrolled the first patient in a Phase 3 study for radiation-induced lung injury. According to the company, these steps strengthen its late-stage inflammatory pipeline.

How will the Cullgen acquisition affect Gyre’s R&D capabilities and pipeline for GYRE shareholders?

The acquisition adds Cullgen’s targeted protein degraders and degrader-antibody conjugates to Gyre’s pipeline. According to the company, this China-based discovery engine aims to accelerate early-stage development cost-efficiently while supporting global therapeutic programs.