--- schema_version: "secwatch.filing_event.v1" accession: "0001140361-22-046943" form_type: "8-K" ticker: "GYRE" cik: "0001124105" company_name: "GYRE THERAPEUTICS, INC." filed_at: "2022-12-27T23:59:59+00:00" generated_at: "2026-06-20T22:41:53.003039+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # Catalyst Biosciences acquires F351 assets; GNI USA to own ~97.5% of combined company ## Summary - Acquired F351 assets (Hydronidone, 15 ex-China patents expiring 2037) from GNI Group for $35M in stock (6.27M common + 12,340 Series X preferred). - Business Combination Agreement: GNI USA contributes CPI and Further Challenger shares for ~954M Catalyst common shares; pre-close holders retain ~2.5% voting power. - Combined company to own F351 assets and ~65% indirect controlling interest in Beijing Continent Pharmaceuticals. - Board replaced: five directors resigned; new appointees include Ying Luo (CEO of GNI Japan), Thomas Eastling, Andrea Hunt, Nassim Usman, Augustine Lawlor. - Special bonuses approved: CEO $861,750, interim CFO $277,763, CSO $429,187; additional payments contingent on ≥$10M distribution to stockholders. ## SEC filing metadata - accession: 0001140361-22-046943 - form_type: 8-K - ticker: GYRE - cik: 0001124105 - company_name: GYRE THERAPEUTICS, INC. - filed_at: 2022-12-27T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 1.01, 2.01, 3.02, 5.02, 5.03, 7.01, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1124105/000114036122046943/0001140361-22-046943-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1124105/000114036122046943/brhc10045912_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001140361-22-046943 - JSON: https://secwatch.observer/filing/0001140361-22-046943.json - Plain text: https://secwatch.observer/filing/0001140361-22-046943.txt ## Key facts - Executive change Ying Luo was appointed as Director at GYRE THERAPEUTICS, INC.. - Action: appointed - Role: Director source text: the Board appointed Ying Luo, Ph.D. and Mr. Thomas Eastling to the Board as directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1124105/000114036122046943/0001140361-22-046943-index.htm - Executive change Andrea Hunt was appointed as Director at GYRE THERAPEUTICS, INC.. - Action: appointed - Role: Director source text: The Board also appointed Ms. Andrea Hunt to serve as a Class II director evidence_url: https://www.sec.gov/Archives/edgar/data/1124105/000114036122046943/0001140361-22-046943-index.htm - Executive change Nassim Usman was appointed as Director at GYRE THERAPEUTICS, INC.. - Action: appointed - Role: Director source text: The Board appointed Nassim Usman, Ph.D. to serve as a Class III director evidence_url: https://www.sec.gov/Archives/edgar/data/1124105/000114036122046943/0001140361-22-046943-index.htm - Executive change Thomas Eastling was appointed as Director at GYRE THERAPEUTICS, INC.. - Action: appointed - Role: Director source text: the Board appointed Ying Luo, Ph.D. and Mr. Thomas Eastling to the Board as directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1124105/000114036122046943/0001140361-22-046943-index.htm - Executive change Geoffrey Ling resigned as Director at GYRE THERAPEUTICS, INC.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1124105/000114036122046943/0001140361-22-046943-index.htm - Executive change Errol B. De Souza resigned as Director at GYRE THERAPEUTICS, INC.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1124105/000114036122046943/0001140361-22-046943-index.htm - Executive change Sharon Tetlow resigned as Director at GYRE THERAPEUTICS, INC.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1124105/000114036122046943/0001140361-22-046943-index.htm - Executive change Jeanne Jew resigned as Director at GYRE THERAPEUTICS, INC.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1124105/000114036122046943/0001140361-22-046943-index.htm - Executive change Eddie Williams resigned as Director at GYRE THERAPEUTICS, INC.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1124105/000114036122046943/0001140361-22-046943-index.htm - Executive change Andrea Hunt was appointed as Chair of the Board at GYRE THERAPEUTICS, INC.. - Action: appointed - Role: Chair of the Board source text: (i) Ms. Andrea Hunt as Chair evidence_url: https://www.sec.gov/Archives/edgar/data/1124105/000114036122046943/0001140361-22-046943-index.htm - Executive change Augustine Lawlor was appointed as Director at GYRE THERAPEUTICS, INC.. - Action: appointed - Role: Director source text: The Board appointed Mr. Augustine Lawlor to serve as a Class I director evidence_url: https://www.sec.gov/Archives/edgar/data/1124105/000114036122046943/0001140361-22-046943-index.htm - Governance Changes 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1124105/000114036122046943/0001140361-22-046943-index.htm - M&A Transactions 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1124105/000114036122046943/0001140361-22-046943-index.htm - Material Agreements 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1124105/000114036122046943/0001140361-22-046943-index.htm - Material Agreements 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1124105/000114036122046943/0001140361-22-046943-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.