Gyre Therapeutics, Inc. (Nasdaq: GYRE) is acquiring Cullgen Inc., a privately-held, clinical-stage biopharmaceutical company, in an all-stock transaction valued at approximately $300 million. The merger is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes. The combined entity will be a fully integrated biopharmaceutical company with U.S. and China-based capabilities spanning discovery to commercialization, focusing on inflammatory diseases, cancers, and pain. Cullgen brings a targeted protein degrader (TPD) and degrader antibody conjugate (DAC) platform technology and pipeline. Gyre's existing commercial assets include ETUARY (pirfenidone capsule) with $105.8 million in net sales in China in 2024 for lung fibrosis. Gyre's Hydronidone (F351), an anti-liver fibrosis candidate, is nearing New Drug Application (NDA) submission in China, following positive Phase 3 clinical trial results. Cullgen's lead product candidate, CG001419, a pan-TRK degrader, completed a Phase 1 trial for acute post-operative pain with positive top-line results and is expected to initiate a Phase 2 trial in Q2 2026. CG001419 is also being studied in a Phase 1 trial for solid tumors. Cullgen's second product candidate, CG009301, a GSPT1 degrader, is in a Phase 1 trial for blood cancers. Certain officers, directors, and stockholders of both companies have entered into lock-up agreements, restricting share transfers for periods of 180 days, 12 months, and 18 months for one-third of their shares each. Support agreements have been signed by key stockholders to vote in favor of the merger and related proposals. A Registration Rights Agreement will be entered into, requiring Gyre to file a resale registration statement for certain shares within 45 days post-merger. The transaction is expected to close early in the second quarter of 2026, subject to customary closing conditions and regulatory approvals.