Gyre Therapeutics, Inc. will acquire Cullgen Inc. in an all‑stock transaction valued at approximately $300 million, with the deal expected to close in the second quarter of 2026 pending regulatory approvals and customary closing conditions. Cullgen will become a wholly‑owned subsidiary of Gyre, adding its targeted protein degrader (TPD) and degrader‑antibody conjugate (DAC) platform to Gyre’s drug‑development pipeline.
The acquisition combines Gyre’s China‑centric commercial assets—ETUARY® for lung fibrosis and Hydronidone® for liver fibrosis—with Cullgen’s novel TPD/DAC technology, positioning the combined company to pursue inflammatory diseases, cancers, and pain in both the U.S. and global markets. Leadership will shift as Cullgen CEO Ying Luo will become President and CEO of the combined entity, while two Gyre directors will resign, signaling a strategic transition toward a fully integrated biopharmaceutical organization.
Financial context underscores the strategic fit: Gyre’s FY2024 revenue fell 6.8% YoY to $105.8 million from $113.5 million, yet its operating margin improved dramatically to 15.3% from –59.3% the prior year, and its gross profit margin stands at 95%. Cullgen’s pipeline includes CG001419, an oral pan‑TRK degrader that completed Phase 1, and CG009301, a GSPT1 degrader in Phase 1. Gyre’s commercial products—ETUARY® generated $105.8 million in net sales in 2024, and Hydronidone is slated for an NDA submission in China’s first half of 2026.
The deal structure is an all‑stock transaction involving Gyre common shares and Series B convertible preferred stock, with total issuance capped at 19.99% before a conversion proposal, a design that limits dilution for existing shareholders while providing a clear path to integration.
The combined entity will leverage Gyre’s manufacturing and sales capabilities in China with Cullgen’s discovery expertise, creating a biopharmaceutical company capable of developing and commercializing drugs across both markets. This strategic shift is expected to broaden Gyre’s therapeutic focus beyond its anti‑fibrotic portfolio and accelerate development of novel modalities.
Ying Luo, Cullgen CEO, said, “We are thrilled about the synergistic coalescing of our companies. Cullgen brings strong drug discovery capabilities and a solid preclinical and clinical pipeline to complement Gyre's existing and highly efficient China‑based manufacturing capabilities and sales team.” He added, “Following the acquisition, we will have a fully integrated biopharmaceutical company that will be capable of leveraging emerging drug discovery capabilities in China and strong clinical development in the U.S. to address unmet medical needs worldwide.” Ping Zhang, Gyre interim CEO, noted, “Hydronidone addresses a significant unmet medical need in patients with CHB‑associated liver fibrosis, for whom there are currently no approved anti‑fibrotic therapies.”
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