TOKYO, Apr 17 (Pulse News Wire) – GNI Group Ltd. (2160.T) announced today that its subsidiary, Gyre Therapeutics Inc.
(NASDAQ: GYRE), has submitted a Preliminary Proxy Statement to the US Securities and Exchange Commission for its annual shareholder meeting scheduled for June 10, 2026. The statement includes a proposal related to the acquisition of Cullgen Inc., which was previously disclosed on March 3, 2026. As part of the acquisition plan, Gyre Therapeutics intends to issue ordinary shares upon conversion of Series B convertible preferred shares, contingent on shareholder approval at the upcoming meeting. This issuance will be limited to ensure it does not exceed a certain threshold, aligning with Nasdaq's listing requirements.
In the proposed acquisition scheme, Gyre Therapeutics plans to fully acquire Cullgen through a stock-for-stock exchange transaction expected to close in early Q2 2026. In return for Cullgen’s shares, Gyre Therapeutics will deliver its own ordinary shares and Series B convertible preferred shares to Cullgen shareholders. Post-approval, the preferred shares will convert into ordinary shares under specific conditions. The impact on GNI Group's consolidated performance remains under review.
Any further developments requiring disclosure will be promptly communicated.
🟡 Confidence: Standard AI-translated content.