GYRE THERAPEUTICS, INC. 8K

Cullgen Inc. filed an 8-K to furnish audited 2025 financial statements with a clean audit opinion, showing continued losses but sufficient near-term liquidity, and disclosing its preferred stock structure, major Astellas collaboration, and a pending merger with Gyre Therapeutics, Inc. with supporting stockholder agreements limiting preferred redemptions.

Cullgen Inc., a privately held biopharmaceutical company headquartered in San Diego, California, filed an 8-K to furnish the report of its independent registered public accounting firm, Ernst & Young Hua Ming LLP, which issued an unqualified opinion on Cullgen’s consolidated financial statements for the year ended December 31, 2025, prepared in accordance with U.S. GAAP. The audited financials show total assets of $53.6 million, including $12.1 million of cash and cash equivalents and $28.1 million of short-term investments, against total liabilities of $7.6 million and redeemable convertible preferred stock of $173.5 million, resulting in a stockholders’ deficit of $127.4 million. For 2025, Cullgen generated $15.4 million of collaboration revenue (all from a single customer under a June 2023 collaboration with Astellas) and recorded a net loss of $10.8 million, which, after $14.8 million of accretion on redeemable convertible preferred stock, resulted in a net loss attributable to common stockholders of $25.6 million ($2.55 per share). The company reports recurring operating losses and an accumulated deficit of $132.2 million but states that existing cash, cash equivalents, and short-term investments are expected to fund operations for at least the next 12 months, while acknowledging an ongoing need for external capital. The notes detail the capital structure, including multiple series of redeemable convertible preferred stock (Seed-1, Seed-2, A, B, C) with liquidation preferences, redemption features, and dividend rights, significant ownership by GNI Group Ltd. and its controlled entity GNI USA, Inc., and a major collaboration with Astellas that provided a $35 million upfront payment and ongoing R&D reimbursements. The filing also discloses that on March 2, 2026, Cullgen entered into a Merger Agreement with Gyre Therapeutics, Inc. and Helix Merger Sub Corp., and that on March 4, 2026, holders of approximately 98% of its preferred and common shares agreed via support agreements not to exercise their preferred stock redemption rights until the earlier of termination or closing of the merger, effectively constraining redemption risk during the transaction process.

Filing Facts

CIK

1124105

Ticker

GYRE

Form

8K

Source Type

fda

Accession

0001140361-26-028564

Alert Tier

7