GNI entities receive Gyre Series B preferred in merger

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.

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.

Insider Trade Summary

Other: 2,601,826 shares

Other 2 txns

Insider GNI Group Ltd., GNI USA, Inc.

Role 10% Owner | 10% Owner

Type	Security	Shares	Price	Value
Other	Series B Preferred Stock	458,120	$0.00	$0.00
Other	Series B Preferred Stock	2,143,706	$0.00	$0.00

Holdings After Transaction: Series B Preferred Stock — 2,601,826 contracts (Indirect, See Remarks)

Footnotes (6)

1. F1. 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. F2. 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. F3. 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. F4. The Series B Preferred Stock has no expiration date.
5. F5. 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.
6. F6. 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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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.

How many Gyre Therapeutics Series B Preferred shares did GNI Group Ltd. receive?

GNI Group Ltd. reported holding 2,143,706 Series B Preferred shares. According to the filing, these preferred shares are indirectly held and are convertible into 10,718,530 shares of Gyre Therapeutics common stock once stockholders approve conversion, subject to the stated Beneficial Ownership Limitation.

How many Gyre Therapeutics Series B Preferred shares did GNI USA, Inc. receive?

GNI USA, Inc. reported holding 458,120 Series B Preferred shares. The Form 4 notes these preferred shares correspond to 2,290,600 underlying common shares. GNI Japan may be deemed an indirect beneficial owner of securities held by GNI USA under Section 16 of the Exchange Act.

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.

Do Gyre Therapeutics Series B Preferred shares reported in this filing expire?

No, the Series B Preferred Stock has no expiration date. A footnote in the filing explicitly states that the Series B Preferred Stock has no expiration date, meaning the conversion option into common shares remains available, subject to stockholder approval and the Beneficial Ownership Limitation.

What exchange ratio was used to convert Cullgen shares into Gyre Series B Preferred Stock?

Each Cullgen share was exchanged at 0.4753 divided by five. The filing explains that each share of Cullgen capital stock held at the effective time of the merger was exchanged for 0.4753 divided by five shares of Gyre’s Series B Preferred Stock as part of the merger consideration structure.

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

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Accepted by SEC EDGAR 05/06/2026 - 08:40 PM EDT Learn about SEC filing dates

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

GNI Group Ltd.

(Last) (First) (Middle)

NIHONBASHI-HONCHO YS BLDG 3F

2-2-2 NIHONBASHI-HONCHO, CHUO-KU

(Street)

TOKYO 103-0023

(City) (State) (Zip)

JAPAN

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/04/2026

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Preferred Stock	(1)	05/04/2026		J		458,120(2)(3)		(1)	(4)	Common Stock	2,290,600	(1)	458,120(2)(3)	I	See Remarks(5)
Series B Preferred Stock	(1)	05/04/2026		J		2,143,706(2)(3)		(1)	(4)	Common Stock	10,718,530	(1)	2,143,706(2)(3)	I	See Remarks(6)

1. Name and Address of Reporting Person^*

GNI Group Ltd.

(Last) (First) (Middle)

NIHONBASHI-HONCHO YS BLDG 3F

2-2-2 NIHONBASHI-HONCHO, CHUO-KU

(Street)

TOKYO 103-0023

(City) (State) (Zip)

JAPAN

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

GNI USA, Inc.

(Last) (First) (Middle)

NIHONBASHI-HONCHO YS BLDG 3F

2-2-2 NIHONBASHI-HONCHO, CHUO-KU

(Street)

TOKYO 103-0023

(City) (State) (Zip)

JAPAN

(Country)

Relationship of Reporting Person(s) to Issuer

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

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.

5. 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.

6. 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.

	/s/ Thomas Eastling, as attorney-in-fact for GNI Group Ltd.	05/06/2026
	/s/ Thomas Eastling, as attorney-in-fact for GNI USA, Inc.	05/06/2026
	** 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 4 (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 4: SEC 1474 (03-26)