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

Context On May 4, 2026 Gyro merged with Cullgen, making the latter a wholly owned subsidiary. The transaction was structured as an all‑stock exchange, meaning Gyro issued its own shares rather than cash to purchase Cullgen. The deal valued Cullgen at roughly $300 million.

Key Facts - Each Cullgen share was swapped for Gyro stock at a fixed exchange ratio. Holders of Cullgen common stock received either Gyro common shares or Series B Preferred shares, depending on their classification. Preferred shares convert into five common shares under the merger terms. - Gyro must hold a stockholder meeting on June 10, 2026 to vote on a Conversion Proposal that would turn the newly issued Series B Preferred shares into common stock. The proposal follows Nasdaq rules and cannot increase Gyro’s common share count beyond 19.99 % of its pre‑conversion total. - Insiders agreed to staggered lock‑up periods: one‑third of their holdings are restricted from sale for 180 days, another third for 12 months, and the final third for 18 months after the merger closed.

What It Means The acquisition expands Gyro’s product portfolio and market reach, while the pending conversion vote will determine the final equity structure. If shareholders approve the conversion, the Series B Preferred shares will become common stock, potentially diluting existing shareholders but also simplifying the capital structure. The lock‑up schedule aims to prevent a sudden flood of shares onto the market, which could pressure Gyro’s share price.

Investors will watch the June 10 vote closely, as the outcome will shape Gyro’s post‑merger governance and influence future financing flexibility.