Gyre Therapeutics (GYRE) allocates Series B preferred in Cullgen deal
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
GYRE THERAPEUTICS, INC. disclosed that GNI Group Ltd. and GNI USA, Inc., each a ten percent owner, received Series B Preferred Stock in connection with Gyre’s merger with Cullgen Inc., which became a wholly-owned subsidiary effective May 4, 2026.
GNI Group Ltd. holds 2,143,706 shares of Series B Preferred Stock, representing 10,718,530 underlying common shares, and GNI USA holds 458,120 shares, representing 2,290,600 underlying common shares. Each preferred share will be convertible into five common shares following stockholder approval, subject to a Beneficial Ownership Limitation, and the Series B Preferred Stock has no expiration date.
Positive
- None.
Negative
- None.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
GNI Group Ltd., GNI USA, Inc.
Role
null | null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Series B Preferred Stock | 458,120 | $0.00 | -- |
| Other | Series B Preferred Stock | 2,143,706 | $0.00 | -- |
Holdings After Transaction:
Series B Preferred Stock — 458,120 shares (Indirect, See Remarks)
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. These securities are held by GNI Group Ltd., a company incorporated under the laws of Japan with limited liability ("GNI Japan"). GNI USA, Inc., a Delaware corporation ("GNI USA") is a wholly-owned subsidiary of GNI Japan. GNI USA may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to be the indirect beneficial owner of the securities held by GNI Japan. These securities are held by GNI USA. GNI Japan may be deemed for purposes of Section 16 of the Exchange Act to be the indirect beneficial owner of the securities held by GNI USA.
Key Figures
Series B Preferred held by GNI Group Ltd.: 2,143,706 shares
Underlying common for GNI Group Ltd.: 10,718,530 shares
Series B Preferred held by GNI USA, Inc.: 458,120 shares
+4 more
7 metrics
Series B Preferred held by GNI Group Ltd.
2,143,706 shares
Indirectly held following Cullgen merger
Underlying common for GNI Group Ltd.
10,718,530 shares
Common stock underlying Series B Preferred
Series B Preferred held by GNI USA, Inc.
458,120 shares
Indirectly held following Cullgen merger
Underlying common for GNI USA, Inc.
2,290,600 shares
Common stock underlying Series B Preferred
Restructuring-related derivative shares
2,601,826 shares
Total Series B Preferred in J-code restructuring
Preferred-to-common conversion ratio
1:5
Each Series B Preferred into five common shares
Cullgen exchange formula
0.4753 ÷ 5 shares
Series B Preferred per Cullgen share at Effective Time
Key Terms
Series B Preferred Stock, Beneficial Ownership Limitation, Certificate of Designation, wholly-owned subsidiary, +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 financial
"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.
wholly-owned subsidiary financial
"Cullgen surviving as a wholly-owned subsidiary of the Issuer"
A wholly-owned subsidiary is a company whose entire ownership is held by another company, called the parent, so the parent controls all shares, board appointments and major decisions. For investors this matters because the subsidiary’s profits, losses, assets and liabilities are treated as part of the parent’s financial picture, affecting valuation and risk exposure — imagine a parent owning a single storefront outright and consolidating its receipts and bills into the parent’s books.
Section 16 of the Securities Exchange Act of 1934 regulatory
"may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934"
A provision of federal securities law that requires company insiders—directors, officers and large shareholders—to publicly report their stock holdings and trades and to surrender any “short-swing” profits from purchases and sales within a six-month window. It acts like a rule that forces leaders to announce their trades and prevents quick buy-sell windfalls, giving investors transparency into insider activity and reducing opportunities for unfair gain.
FAQ
What did GNI Group and GNI USA report in Gyre Therapeutics (GYRE) Form 4?
They reported receiving Series B Preferred Stock in a merger. The filing shows both entities obtained Gyre Therapeutics Series B Preferred Stock as consideration in the Cullgen merger, with each preferred share ultimately convertible into common stock after stockholder approval, subject to a Beneficial Ownership Limitation.
What is the conversion ratio for Gyre Therapeutics Series B Preferred Stock?
Each Series B Preferred share is convertible into five common shares. The conversion is at the option of the holder following stockholder approval and is subject to limitations, including a Beneficial Ownership Limitation described in the Series B Certificate of Designation filed with the Securities and Exchange Commission.
How is the Cullgen merger connected to the GYRE insider Form 4 filing?
The preferred shares were issued as Cullgen merger consideration. Effective May 4, 2026, a Gyre subsidiary merged into Cullgen, which survived as a wholly-owned subsidiary. The reported Series B Preferred Stock represents the exchange of Cullgen capital stock held by the reporting entities at the effective time.