Gyre Therapeutics (GYRE) CSO discloses new Series B stake

Q: What did Gyre Therapeutics (GYRE) Chief Scientific Officer Xiong Yue report on this Form 3?

Xiong Yue reported initial ownership of 2,376,500 shares of Gyre Therapeutics Series B Preferred Stock. This Form 3 records his beneficial ownership position following the completion of the Cullgen merger, rather than an open-market trade or separate stock purchase.

Q: Does the Series B Preferred Stock reported by Xiong Yue at Gyre Therapeutics (GYRE) expire?

The filing states that the Series B Preferred Stock has no expiration date . This means the preferred shares remain outstanding indefinitely, subject to their terms, including future stockholder approval for conversion into Gyre common stock.

Q: What transaction involving Cullgen was disclosed in relation to Gyre Therapeutics (GYRE)?

Effective as of May 4, 2026 , a wholly owned Gyre subsidiary merged with and into Cullgen Inc. , with Cullgen surviving as a wholly owned Gyre subsidiary. Xiong Yue’s Series B Preferred Stock reflects shares received in that merger exchange.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

GYRE THERAPEUTICS, INC. Chief Scientific Officer Xiong Yue reports initial ownership of 2,376,500 shares of Series B Preferred Stock. These shares were received in the merger where a Gyre subsidiary combined with Cullgen Inc., with Cullgen becoming a wholly owned subsidiary effective as of May 4, 2026.

Each share of Series B Preferred Stock will be convertible, following stockholder approval and subject to a Beneficial Ownership Limitation, into five shares of common stock. The Series B Preferred Stock has no expiration date.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Xiong Yue

Role Chief Scientific Officer

Type	Security	Shares	Price	Value
holding	Series B Preferred Stock	--	--	--

Holdings After Transaction: Series B Preferred Stock — 2,376,500 shares (Direct, null)

Footnotes (1)

Following Stockholder Approval, each share of Series B Preferred Stock will be convertible, at the option of the holder, into five shares of common stock, subject to certain limitations, including the Beneficial Ownership Limitation (as such terms are defined in the Certificate of Designation for Series B Preferred Stock filed with the Securities and Exchange Commission as Exhibit 3.1 to the Issuer's Form 8-K filed on March 2, 2026). Effective as of May 4, 2026 (the "Effective Time"), a wholly-owned subsidiary of the Issuer merged with and into Cullgen Inc. ("Cullgen") with Cullgen surviving as a wholly-owned subsidiary of the Issuer (the "Merger"). Represents the number of shares of Series B Preferred Stock of the Issuer received by the Reporting Person in the Merger in exchange for the shares of capital stock of Cullgen held by the Reporting Person prior to the Merger. Each share of capital stock of Cullgen held at the Effective Time was exchanged for 0.4753 divided by five shares of Series B Preferred Stock. The Series B Preferred Stock has no expiration date.

Key Figures

Series B Preferred holdings: 2,376,500 shares Conversion ratio: 5 common shares per 1 preferred share Cullgen exchange ratio: 0.4753/5 Series B share per Cullgen share +1 more

4 metrics

Series B Preferred holdings 2,376,500 shares Directly owned by CSO Xiong Yue following the Cullgen merger

Conversion ratio 5 common shares per 1 preferred share Series B Preferred conversion terms following stockholder approval

Cullgen exchange ratio 0.4753/5 Series B share per Cullgen share Each Cullgen capital share exchanged for 0.4753 divided by five Series B shares

Merger effective date May 4, 2026 Effective Time when Gyre subsidiary merged into Cullgen Inc.

Key Terms

Series B Preferred Stock, Beneficial Ownership Limitation, Certificate of Designation, Effective Time, +1 more

5 terms

Series B Preferred Stock financial

"Represents the number of shares of Series B Preferred Stock of the Issuer received..."

Series B preferred stock is a type of ownership share issued by a company that offers certain advantages over common stock, such as priority in receiving dividends or assets if the company is sold or liquidated. It is typically issued after an initial round of funding, making it a way for investors to support a company's growth while gaining some protections and benefits. This stock matters to investors because it often provides a more secure investment position with potential for future growth.

Beneficial Ownership Limitation regulatory

"...subject to certain limitations, including the Beneficial Ownership Limitation..."

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

Certificate of Designation regulatory

"...as such terms are defined in the Certificate of Designation for Series B Preferred Stock..."

A certificate of designation is a formal document that spells out the specific rights and rules attached to a particular class or series of stock, usually preferred shares. Think of it as a rulebook or menu that lists dividend terms, liquidation priority, conversion or redemption rights and any special voting protections; investors use it to judge how much income, control or downside protection those shares will provide compared with other securities.

Effective Time financial

"Effective as of May 4, 2026 (the "Effective Time"), a wholly-owned subsidiary..."

Merger financial

"...merged with and into Cullgen Inc. ("Cullgen") with Cullgen surviving... (the "Merger")."

A merger is when two companies combine into a single business, with ownership and control reorganized so they operate as one entity. For investors it matters because mergers can change the value and risk of holdings—shares may be exchanged, diluted, or rise if the combined company saves costs or gains market power, and the deal often depends on regulatory approval and successful integration like two households joining resources and routines.

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05/07/2026 - 09:23 PM

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Xiong Yue

(Last)

(First)

(Middle)

C/O GYRE THERAPEUTICS, INC.

12730 HIGH BLUFF DRIVE, SUITE 250

(Street)

SAN DIEGO

CALIFORNIA

92130

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
05/04/2026

3. Issuer Name and Ticker or Trading Symbol
GYRE THERAPEUTICS, INC. [ GYRE ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Scientific Officer

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B Preferred Stock	⁽¹⁾⁽²⁾⁽³⁾	⁽⁴⁾	Common Stock	2,376,500	⁽¹⁾⁽²⁾⁽³⁾	D

Explanation of Responses:

1. Following Stockholder Approval, each share of Series B Preferred Stock will be convertible, at the option of the holder, into five shares of common stock, subject to certain limitations, including the Beneficial Ownership Limitation (as such terms are defined in the Certificate of Designation for Series B Preferred Stock filed with the Securities and Exchange Commission as Exhibit 3.1 to the Issuer's Form 8-K filed on March 2, 2026).

2. Effective as of May 4, 2026 (the "Effective Time"), a wholly-owned subsidiary of the Issuer merged with and into Cullgen Inc. ("Cullgen") with Cullgen surviving as a wholly-owned subsidiary of the Issuer (the "Merger").

3. Represents the number of shares of Series B Preferred Stock of the Issuer received by the Reporting Person in the Merger in exchange for the shares of capital stock of Cullgen held by the Reporting Person prior to the Merger. Each share of capital stock of Cullgen held at the Effective Time was exchanged for 0.4753 divided by five shares of Series B Preferred Stock.

4. The Series B Preferred Stock has no expiration date.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Thomas Eastling, as attorney-in-fact for Yue Xiong	05/07/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Gyre Therapeutics (GYRE) Chief Scientific Officer Xiong Yue report on this Form 3?

Xiong Yue reported initial ownership of 2,376,500 shares of Gyre Therapeutics Series B Preferred Stock. This Form 3 records his beneficial ownership position following the completion of the Cullgen merger, rather than an open-market trade or separate stock purchase.

How did Xiong Yue obtain the Series B Preferred Stock of Gyre Therapeutics (GYRE)?

He received the Series B Preferred Stock in the merger where a Gyre subsidiary merged into Cullgen Inc.. Each share of Cullgen capital stock at the effective time was exchanged for 0.4753 divided by five shares of Gyre’s Series B Preferred Stock.

What are the key conversion terms of Gyre Therapeutics (GYRE) Series B Preferred Stock?

Following stockholder approval, each share of Series B Preferred Stock will be convertible into five shares of common stock. This conversion is subject to certain limitations, including a Beneficial Ownership Limitation defined in the Series B Certificate of Designation.

Does the Series B Preferred Stock reported by Xiong Yue at Gyre Therapeutics (GYRE) expire?

The filing states that the Series B Preferred Stock has no expiration date. This means the preferred shares remain outstanding indefinitely, subject to their terms, including future stockholder approval for conversion into Gyre common stock.

What transaction involving Cullgen was disclosed in relation to Gyre Therapeutics (GYRE)?

Effective as of May 4, 2026, a wholly owned Gyre subsidiary merged with and into Cullgen Inc., with Cullgen surviving as a wholly owned Gyre subsidiary. Xiong Yue’s Series B Preferred Stock reflects shares received in that merger exchange.

What is the Beneficial Ownership Limitation mentioned for Gyre Therapeutics (GYRE) Series B Preferred Stock?

The Beneficial Ownership Limitation restricts conversions of Series B Preferred Stock so holders do not exceed a specified ownership threshold. Its exact terms are defined in the Series B Certificate of Designation filed as an exhibit to a prior Gyre Form 8-K.