Gyre Therapeutics (GYRE) holders update 6.33% stake after $300M Cullgen all‑stock merger

Rhea-AI Filing Summary

Gyre Therapeutics investors Songjiang Ma and Yueying Zhu report beneficial ownership of 7,342,131 shares, representing 6.33% of the company’s common stock. Their stake consists of 4,536,047 shares underlying options held by Mr. Ma that are exercisable within 60 days and 2,806,084 shares held directly by Ms. Zhu. The amendment is triggered by a change in Gyre’s shares outstanding following its all-stock acquisition of Cullgen Inc., which was valued at approximately $300 million and added 14,450,527 new shares. Ma and Zhu did not receive additional Gyre securities in the merger. The deal includes Series B Preferred Stock convertible into common shares, subject to a 19.99% issuance cap until stockholders vote on a Conversion Proposal at a meeting scheduled for June 10, 2026.

Insights

Equity ownership & M&A analyst

Amended 13D reflects dilution from a $300M stock merger, not new buying.

Songjiang Ma and Yueying Zhu reaffirm a combined beneficial stake of 7,342,131 Gyre shares, or 6.33% of the common stock. The position comprises exercisable options for 4,536,047 shares plus 2,806,084 shares held by Ms. Zhu.

The amendment arises because Gyre completed an all-stock acquisition of Cullgen Inc. valued at about $300 million, issuing 14,450,527 new shares. Ma and Zhu did not receive merger consideration, so the filing mainly captures their reduced percentage ownership as total shares increased.

The merger also introduced Series B Preferred Stock, each convertible into five common shares, with a 19.99% cap on pre-approval issuance. Stockholders are scheduled to vote on the related Conversion Proposal on June 10, 2026, which will shape Gyre’s future share structure once disclosed.

Key Figures

Beneficial ownership: 7,342,131 shares Ownership percentage: 6.33% Exercisable options: 4,536,047 shares +5 more

8 metrics

Beneficial ownership 7,342,131 shares Shares of Gyre common stock beneficially owned by Ma and Zhu

Ownership percentage 6.33% Percent of Gyre common stock represented by 7,342,131 shares

Exercisable options 4,536,047 shares Shares underlying options held by Mr. Ma exercisable within 60 days

Spouse’s direct holdings 2,806,084 shares Shares of Gyre common stock directly held by Ms. Zhu

Merger valuation $300 million Approximate value of all-stock acquisition of Cullgen Inc.

Merger share issuance 14,450,527 shares Gyre common shares issued in the Cullgen merger

Exchange ratio 0.4753 Exchange Ratio used to convert Cullgen common stock

Issuance cap pre-approval 19.99% Maximum common stock or voting power issued before Conversion Proposal approval

Key Terms

beneficially owned, Agreement and Plan of Merger, Series B Preferred Stock, Exchange Ratio, +2 more

6 terms

beneficially owned financial

"Aggregate amount beneficially owned by each reporting person 7,342,131.00"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Agreement and Plan of Merger regulatory

"in accordance with the terms of the Agreement and Plan of Merger and Reorganization"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

Series B Preferred Stock financial

"a number of shares of the Series B Preferred Stock, equal to (x) 0.4753"

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.

Exchange Ratio financial

"a number of shares of the Series B Preferred Stock, equal to (x) 0.4753 (the "Exchange Ratio")"

The exchange ratio is the number used to decide how many shares of one company you get for each share you own in another company during a merger or acquisition. It’s like a recipe that tells you how to swap shares fairly, ensuring both companies’ values are balanced. This ratio matters because it determines how ownership divides between the companies' shareholders.

Conversion Proposal regulatory

"approval of the conversion of the Series B Preferred Stock into shares of Company Common Stock in accordance with certain of the rules of the Nasdaq Stock Market LLC (the "Conversion Proposal")"

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G to report the acquisition"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Gyre Therapeutics, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

403783103

(CUSIP Number)

12770 High Bluff Drive
Suite 150,
San Diego, CA, 92130
(858) 567-7770

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

05/04/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 403783103

1

Name of reporting person

Songjiang Ma

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 7,342,131.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,342,131.00

11

Aggregate amount beneficially owned by each reporting person

7,342,131.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.33 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Represents (i) 4,536,047 shares underlying the options directly held by Songjiang Ma ("Mr. Ma") that are exercisable within 60 days after the date hereof and (ii) 2,806,084 shares directly held by Yueying Zhu ("Ms. Zhu"), the spouse of Mr. Ma. All percentage calculations herein are based on 115,980,575 shares of Company Common Stock, consisting of (i) 96,994,001 shares of Company Common Stock outstanding as of April 16, 2026, as disclosed in the Issuer's Definitive Proxy Statement on DEF 14A filed with the U.S. Securities and Exchange Commission (the "SEC") on April 27, 2026 (the "Proxy Statement"), (ii) 14,450,527 shares of Company Common Stock issued in the Merger (as defined below) and (iii) 4,536,047 shares underlying the options directly held by Mr. Ma that are exercisable within 60 days after the date hereof.

SCHEDULE 13D

CUSIP Number(s): 403783103

1

Name of reporting person

Yueying Zhu

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 7,342,131.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,342,131.00

11

Aggregate amount beneficially owned by each reporting person

7,342,131.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.33 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Represents (i) 4,536,047 shares underlying the options directly held by Mr. Ma that are exercisable within 60 days after the date hereof and (ii) 2,806,084 shares directly held by Ms. Zhu, the spouse of Mr. Ma. All percentage calculations herein are based on 115,980,575 shares of Company Common Stock, consisting of (i) 96,994,001 shares of Company Common Stock outstanding as of April 16, 2026, as disclosed in the Proxy Statement, (ii) 14,450,527 shares of Company Common Stock issued in the Merger and (iii) 4,536,047 shares underlying the options directly held by Mr. Ma that are exercisable within 60 days after the date hereof.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.001 per share
(b)	Name of Issuer: Gyre Therapeutics, Inc.
(c)	Address of Issuer's Principal Executive Offices: 12770 High Bluff Drive, Suite 150, San Diego, CALIFORNIA , 92130.
Item 1 Comment: This Amendment No. 1 to the statement on Schedule 13D (this "Amendment") relates to shares of Company Common Stock and amends the statement on Schedule 13D filed on September 6, 2024 (the "Original Filing"), by the Reporting Persons. Except as otherwise provided herein, each Item of the Original Filing remains unchanged. Capitalized terms used and not defined in this Amendment have the meanings set forth in the Original Filing.
Item 3.	Source and Amount of Funds or Other Consideration
	This Amendment is being as a result of a change in the number of shares of Company Common Stock outstanding as a result of the Merger. Mr. Ma and Ms. Zhu did not receive any Company securities in connection with the Merger.
Item 4.	Purpose of Transaction
	Item 4 of the Statement is hereby amended and supplemented as follows: Agreement and Plan of Merger On May 4, 2026 (the "Merger Closing Date"), Gyre consummated the previously announced acquisition of Cullgen Inc., a Delaware corporation ("Cullgen"), in accordance with the terms of the Agreement and Plan of Merger and Reorganization, dated March 2, 2026 (the "Merger Agreement"), by and among the Company, Helix Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of the Company ("Merger Sub"), and Cullgen. Pursuant to the Merger Agreement, Merger Sub merged with and into Cullgen, with Cullgen continuing as a wholly owned subsidiary of the Company and the surviving corporation of the merger (the "Merger"). Under the terms of the Merger Agreement, the Company acquired Cullgen in an all-stock transaction that valued Cullgen at approximately $300 million. At the effective time of the Merger (the "Effective Time"), each then outstanding share of Cullgen capital stock (the "Cullgen Capital Stock"), excluding shares of Cullgen Capital Stock held as treasury stock immediately prior to the Effective Time and any dissenting shares, was converted into (1) with respect to shares of Cullgen Capital Stock held by certain designated holders, (i) for each share of Cullgen common stock ("Cullgen Common Stock") held by such holders, a number of shares of the Series B Preferred Stock, equal to (x) 0.4753 (the "Exchange Ratio") divided by five, and (ii) for each share of Cullgen preferred stock ("Cullgen Preferred Stock") held by such designated holders, a number of shares of Series B Preferred Stock equal to (x) the number of shares of Cullgen Common Stock issuable upon conversion of each share of Cullgen Preferred Stock, multiplied by the Exchange Ratio, and divided by five, and (2) with respect to shares of Cullgen Capital Stock held by each other holder, (i) for each share of Cullgen Common Stock held by such holders, a number of shares of Company Common Stock, equal to the Exchange Ratio, and (ii) for each share of Cullgen Preferred Stock held by such holders, a number of shares of Company Common Stock equal to the number of shares of Cullgen Common Stock issuable upon conversion of each share of Cullgen Preferred Stock, multiplied by the Exchange Ratio. Each share of Series B Preferred Stock received in the Merger is convertible into five shares of Company Common Stock, subject to certain conditions described below with respect to the Conversion Proposal (as defined below). Notwithstanding anything herein to the contrary, in no event will the Company issue greater than 19.99% of its issued and outstanding Company Common Stock or its voting power prior to the approval of the Conversion Proposal (as defined below). Pursuant to the Merger Agreement, the Company agreed to convene a meeting of its stockholders to submit to its stockholders for their consideration the approval of the conversion of the Series B Preferred Stock into shares of Company Common Stock in accordance with certain of the rules of the Nasdaq Stock Market LLC (the "Conversion Proposal"). In connection with these matters, the Company filed with the SEC the Proxy Statement and will hold the meeting of its stockholders on June 10, 2026. The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 99.2 to this Schedule 13D/A and is incorporated herein by reference.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information contained in Item 4 to this Amendment is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1 Joint Filing Agreement, dated September 6, 2024, between the Reporting Persons (incorporated by reference to Exhibit 1 to the Original Filing). Exhibit 99.2 Agreement and Plan of Merger and Reorganization, dated March 2, 2026, by and among Gyre Therapeutics, Inc., Helix Merger Sub Corp., and Cullgen Inc. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the SEC on March 2, 2026).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Songjiang Ma

Signature:	/s/ Songjiang Ma
Name/Title:	Songjiang Ma
Date:	05/07/2026

Yueying Zhu

Signature:	/s/ Yueying Zhu
Name/Title:	Yueying Zhu
Date:	05/07/2026

FAQ

What percentage of Gyre Therapeutics (GYRE) does Songjiang Ma and Yueying Zhu beneficially own?

They beneficially own 7,342,131 shares of Gyre Therapeutics common stock, representing 6.33% of the outstanding class. This figure combines 4,536,047 shares underlying Mr. Ma’s exercisable options and 2,806,084 shares directly held by Ms. Zhu, calculated against 115,980,575 shares.

How is the 7,342,131-share beneficial stake in Gyre Therapeutics (GYRE) structured?

The 7,342,131-share stake consists of 4,536,047 shares underlying options held by Songjiang Ma that are exercisable within 60 days and 2,806,084 shares directly held by his spouse, Yueying Zhu. Both are reported as shared voting and dispositive power in the amended filing.

Why did Songjiang Ma and Yueying Zhu file an amended Schedule 13D for Gyre Therapeutics (GYRE)?

They amended their Schedule 13D because Gyre’s outstanding common shares changed following its merger with Cullgen Inc. The amendment reflects dilution effects on their ownership percentage; they did not receive additional Gyre securities as part of the merger consideration.

What are the key terms of Gyre Therapeutics’ acquisition of Cullgen Inc.?

Gyre completed an all-stock acquisition of Cullgen valued at approximately $300 million. The transaction issued 14,450,527 new Gyre common shares and included Series B Preferred Stock, each convertible into five common shares, subject to a 19.99% pre-approval issuance cap.

How many Gyre Therapeutics (GYRE) shares are used to calculate the 6.33% ownership figure?

The 6.33% beneficial ownership is based on 115,980,575 Gyre common shares. This includes 96,994,001 shares outstanding as of April 16, 2026, 14,450,527 shares issued in the Cullgen merger, and 4,536,047 shares underlying Mr. Ma’s options exercisable within 60 days.

What is the Conversion Proposal related to Gyre Therapeutics’ Series B Preferred Stock?

The Conversion Proposal seeks stockholder approval for converting Series B Preferred Stock into Gyre common shares under Nasdaq rules. Until approval, Gyre will not issue more than 19.99% of its pre-transaction common stock or voting power in connection with these preferred shares.

When will Gyre Therapeutics (GYRE) stockholders vote on the Series B Preferred Stock conversion?

Gyre plans to hold a stockholder meeting on June 10, 2026 to vote on the Conversion Proposal. The outcome will determine whether Series B Preferred Stock, issued in the Cullgen merger, can convert into common shares beyond the current 19.99% issuance cap.