Gyro Finalizes $300 Million All‑Stock Purchase of Cullgen, Schedules June 10 Vote on Preferred Stock Conversion

Gyro announced the closing of its merger with Cullgen on May 4, 2026, under the Merger Agreement signed March 2, 2026. The transaction was structured as an all‑stock deal, assigning a valuation of roughly $300 million to Cullgen.

Under the agreement, Cullgen became a wholly owned subsidiary of Gyro. Each Cullgen share was exchanged for either Gyro common shares or Series B Preferred shares, depending on the holder’s classification. The exchange ratio for common shares was set at 0.4753, while each Series B Preferred share can later be converted into five Gyro common shares, subject to shareholder approval.

Gyro filed a Certificate of Designation for the Series B Preferred Stock on the same day, defining dividend rights, voting rights (one vote per share), and restrictions on further changes without majority holder consent. The company pledged not to issue more than 19.99 % of its existing common shares or voting power before the conversion proposal is approved.

A proxy statement has been filed with the SEC, and a shareholder meeting is scheduled for June 10, 2026. At that meeting, investors will vote on the Conversion Proposal, which would allow Series B Preferred shares to be turned into Gyro common stock in line with Nasdaq market rules.

The acquisition expands Gyro’s portfolio in the technology services sector, adding Cullgen’s software and consulting capabilities. The conversion vote will determine whether the preferred shares become part of Gyro’s common equity, potentially diluting existing shareholders but providing liquidity to preferred holders.

What to watch next: the outcome of the June 10 vote and any subsequent impact on Gyro’s share structure and market valuation.