secwatch / observer
8-K filed December 27, 2022, 6:59 PM ET ticker GYRE CIK 0001124105
M&A confidence high sentiment neutral materiality 0.90

GYRE THERAPEUTICS, INC. (GYRE): M&A transaction — Catalyst Biosciences acquires F351 assets; GNI USA to own ~97.5% of combined company

GYRE THERAPEUTICS, INC.

Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Appointed

Ying Luo

Director
GYRE · GYRE THERAPEUTICS, INC.
Effective
2022-12-26
Filed
December 27, 2022, 6:59 PM ET
the Board appointed Ying Luo, Ph.D. and Mr. Thomas Eastling to the Board as directors.
Appointed

Andrea Hunt

Director
GYRE · GYRE THERAPEUTICS, INC.
Effective
2022-12-26
Filed
December 27, 2022, 6:59 PM ET
The Board also appointed Ms. Andrea Hunt to serve as a Class II director
Appointed

Nassim Usman

Director
GYRE · GYRE THERAPEUTICS, INC.
Effective
2022-12-26
Filed
December 27, 2022, 6:59 PM ET
The Board appointed Nassim Usman, Ph.D. to serve as a Class III director
Appointed

Thomas Eastling

Director
GYRE · GYRE THERAPEUTICS, INC.
Effective
2022-12-26
Filed
December 27, 2022, 6:59 PM ET
the Board appointed Ying Luo, Ph.D. and Mr. Thomas Eastling to the Board as directors.
Departed

Geoffrey Ling

Director
GYRE · GYRE THERAPEUTICS, INC.
Effective
2022-12-26
Filed
December 27, 2022, 6:59 PM ET
Errol B. De Souza, Ph.D., Jeanne Jew, Geoffrey Ling, M.D./Ph.D., Sharon Tetlow and Eddie Williams voluntarily resigned from Catalyst’s Board of Directors
Departed

Errol B. De Souza

Director
GYRE · GYRE THERAPEUTICS, INC.
Effective
2022-12-26
Filed
December 27, 2022, 6:59 PM ET
Errol B. De Souza, Ph.D., Jeanne Jew, Geoffrey Ling, M.D./Ph.D., Sharon Tetlow and Eddie Williams voluntarily resigned from Catalyst’s Board of Directors
Departed

Sharon Tetlow

Director
GYRE · GYRE THERAPEUTICS, INC.
Effective
2022-12-26
Filed
December 27, 2022, 6:59 PM ET
Errol B. De Souza, Ph.D., Jeanne Jew, Geoffrey Ling, M.D./Ph.D., Sharon Tetlow and Eddie Williams voluntarily resigned from Catalyst’s Board of Directors
Departed

Jeanne Jew

Director
GYRE · GYRE THERAPEUTICS, INC.
Effective
2022-12-26
Filed
December 27, 2022, 6:59 PM ET
Errol B. De Souza, Ph.D., Jeanne Jew, Geoffrey Ling, M.D./Ph.D., Sharon Tetlow and Eddie Williams voluntarily resigned from Catalyst’s Board of Directors
Departed

Eddie Williams

Director
GYRE · GYRE THERAPEUTICS, INC.
Effective
2022-12-26
Filed
December 27, 2022, 6:59 PM ET
Errol B. De Souza, Ph.D., Jeanne Jew, Geoffrey Ling, M.D./Ph.D., Sharon Tetlow and Eddie Williams voluntarily resigned from Catalyst’s Board of Directors
Appointed

Andrea Hunt

Chair of the Board
GYRE · GYRE THERAPEUTICS, INC.
Effective
2022-12-26
Filed
December 27, 2022, 6:59 PM ET
(i) Ms. Andrea Hunt as Chair
Appointed

Augustine Lawlor

Director
GYRE · GYRE THERAPEUTICS, INC.
Effective
2022-12-26
Filed
December 27, 2022, 6:59 PM ET
The Board appointed Mr. Augustine Lawlor to serve as a Class I director

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

Ying Luo was appointed as Director at GYRE THERAPEUTICS, INC..

Action
appointed
Role
Director
Exact text from the filing
the Board appointed Ying Luo, Ph.D. and Mr. Thomas Eastling to the Board as directors.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Andrea Hunt was appointed as Director at GYRE THERAPEUTICS, INC..

Action
appointed
Role
Director
Exact text from the filing
The Board also appointed Ms. Andrea Hunt to serve as a Class II director
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Nassim Usman was appointed as Director at GYRE THERAPEUTICS, INC..

Action
appointed
Role
Director
Exact text from the filing
The Board appointed Nassim Usman, Ph.D. to serve as a Class III director
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Thomas Eastling was appointed as Director at GYRE THERAPEUTICS, INC..

Action
appointed
Role
Director
Exact text from the filing
the Board appointed Ying Luo, Ph.D. and Mr. Thomas Eastling to the Board as directors.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Geoffrey Ling resigned as Director at GYRE THERAPEUTICS, INC..

Action
resigned
Role
Director
Exact text from the filing
Errol B. De Souza, Ph.D., Jeanne Jew, Geoffrey Ling, M.D./Ph.D., Sharon Tetlow and Eddie Williams voluntarily resigned from Catalyst’s Board of Directors
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Errol B. De Souza resigned as Director at GYRE THERAPEUTICS, INC..

Action
resigned
Role
Director
Exact text from the filing
Errol B. De Souza, Ph.D., Jeanne Jew, Geoffrey Ling, M.D./Ph.D., Sharon Tetlow and Eddie Williams voluntarily resigned from Catalyst’s Board of Directors
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Sharon Tetlow resigned as Director at GYRE THERAPEUTICS, INC..

Action
resigned
Role
Director
Exact text from the filing
Errol B. De Souza, Ph.D., Jeanne Jew, Geoffrey Ling, M.D./Ph.D., Sharon Tetlow and Eddie Williams voluntarily resigned from Catalyst’s Board of Directors
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Jeanne Jew resigned as Director at GYRE THERAPEUTICS, INC..

Action
resigned
Role
Director
Exact text from the filing
Errol B. De Souza, Ph.D., Jeanne Jew, Geoffrey Ling, M.D./Ph.D., Sharon Tetlow and Eddie Williams voluntarily resigned from Catalyst’s Board of Directors
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Eddie Williams resigned as Director at GYRE THERAPEUTICS, INC..

Action
resigned
Role
Director
Exact text from the filing
Errol B. De Souza, Ph.D., Jeanne Jew, Geoffrey Ling, M.D./Ph.D., Sharon Tetlow and Eddie Williams voluntarily resigned from Catalyst’s Board of Directors
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Andrea Hunt was appointed as Chair of the Board at GYRE THERAPEUTICS, INC..

Action
appointed
Role
Chair of the Board
Exact text from the filing
(i) Ms. Andrea Hunt as Chair
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Augustine Lawlor was appointed as Director at GYRE THERAPEUTICS, INC..

Action
appointed
Role
Director
Exact text from the filing
The Board appointed Mr. Augustine Lawlor to serve as a Class I director
View on SEC.gov
Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

GYRE THERAPEUTICS, INC.: Five directors resigned and two new directors were appointed to the Board, along with committee assignments (effective 2022-12-26).

Effective
2022-12-26
Exact text from the filing
Resignation of Directors On December 26, 2022, immediately prior to the F351 Effective Time, Errol B. De Souza, Ph.D., Jeanne Jew, Geoffrey Ling, M.D./Ph.D., Sharon Tetlow and Eddie Williams voluntarily resigned from Catalyst’s Board of Directors (the “ Board ”). The resignations were made in connection with the consummation of the transactions contemplated by the F351 Agreement and were not due to any disagreement or dispute relating to Catalyst’s operations, policies or practices. Appointment of Directors In accordance with the F351 Agreement, on December 26, 2022, effective as of the F351 Effective Time, the Board appointed Ying Luo, Ph.D. and Mr. Thomas Eastling to the Board as directors.
View on SEC.gov
M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

GYRE THERAPEUTICS, INC. completed an acquisition involving GNI Group Ltd. and GNI Hong Kong Limited for $35,000,000 in shares (closed 2022-12-26).

Action
acquisition
Counterparty
GNI Group Ltd. and GNI Hong Kong Limited
Consideration
$35,000,000 in shares
Closing
2022-12-26
Exact text from the filing
Under the terms of the F351 Agreement and upon the effective time of the transactions contemplated by the F351 Agreement (the “ F351 Effective Time ”), Catalyst paid the Sellers $35,000,000 in the form of: 6,266,521 shares of Catalyst common stock, par value $0.001 per share (the “ Catalyst Common Stock ”); and 12,340 shares of Catalyst Series X Convertible
View on SEC.gov
Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

GYRE THERAPEUTICS, INC. entered into F351 Agreement with GNI Group Ltd. and GNI Hong Kong Limited valued at $35,000,000 (effective 2022-12-26).

Action
entry
Agreement
asset purchase
Counterparty
GNI Group Ltd. and GNI Hong Kong Limited
Value
$35,000,000
Effective
2022-12-26
Exact text from the filing
On December 26, 2022, Catalyst Biosciences, Inc., a Delaware corporation (“ Catalyst ”), acquired the F351 Assets (as defined below) from GNI Group Ltd., a company incorporated under the laws of Japan with limited liability (“ GNI Japan ”), and GNI Hong Kong Limited, a company incorporated under the laws of Hong Kong with limited liability (“ GNI Hong Kong ” and, together with GNI Japan, the “ Sellers ”), pursuant to that certain Asset Purchase Agreement, dated December 26 2022 (the “ F351 Agreement ”), by and among Catalyst and the Sellers.
View on SEC.gov
Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

GYRE THERAPEUTICS, INC. entered into Business Combination Agreement with GNI USA, Inc., GNI Japan, GNI Hong Kong, Shanghai Genomics, Inc., the Minority Holders, and Continent Pharmaceuticals Inc. (effective 2022-12-26).

Action
entry
Agreement
merger
Counterparty
GNI USA, Inc., GNI Japan, GNI Hong Kong, Shanghai Genomics, Inc., the Minority Holders, and Continent Pharmaceuticals Inc.
Effective
2022-12-26
Exact text from the filing
On December 26, 2022, Catalyst, GNI USA, Inc., a Delaware corporation (“ GNI USA ”), GNI Japan, GNI Hong Kong, Shanghai Genomics, Inc., a company organized under the laws of the People’s Republic of China (“ SG ”, and collectively with GNI USA, GNI Japan and GNI HK, “ Contributors ,” and each a “ Contributor ”), the individuals (each, a “ Minority Holder ” and collectively, the “ Minority Holders ”) listed on Annex A to that certain Business Combination Agreement (the “ Business Combination Agreement ”), and Continent Pharmaceuticals Inc., a Cayman Islands company limited by shares (“ CPI ”), entered into the Business Combination Agreement
View on SEC.gov

89 governance changes filed in the last 30 days. Browse all governance changes →

GYRE THERAPEUTICS, INC. filing history →

Source: SEC EDGAR
accession 0001140361-22-046943
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