--- schema_version: "secwatch.filing_event.v1" accession: "0001140361-23-042067" form_type: "8-K" ticker: "GYRE" cik: "0001124105" company_name: "GYRE THERAPEUTICS, INC." filed_at: "2023-08-31T23:59:59+00:00" generated_at: "2026-06-11T00:56:37.367273+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.6 calibrated_materiality_score: 0.6 confidence: "high" source: SEC EDGAR --- # Catalyst Biosciences stockholders approve key proposals for business combination; outside date extended to Oct 30 ## Summary - Stockholders approved issuance of shares (10.5M for), conversion of preferred stock, increase authorized shares to 400M, and reverse split 1:10–1:60. - Proposals to create non-voting common stock and allow stockholder action by written consent did not pass. - Business combination outside date extended to October 30, 2023 via Second Amendment to Business Combination Agreement. - Company has not yet received required CSRC approval; no assurance transaction will close by outside date. - Certificate of Elimination filed for Series Y Preferred Stock, removing all designations. ## SEC filing metadata - accession: 0001140361-23-042067 - form_type: 8-K - ticker: GYRE - cik: 0001124105 - company_name: GYRE THERAPEUTICS, INC. - filed_at: 2023-08-31T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.6 - calibrated_materiality_score: 0.6 - confidence: high - sec_items: 1.01, 3.03, 5.03, 5.07, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1124105/000114036123042067/0001140361-23-042067-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1124105/000114036123042067/brhc20058284_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001140361-23-042067 - JSON: https://secwatch.observer/filing/0001140361-23-042067.json - Plain text: https://secwatch.observer/filing/0001140361-23-042067.txt ## Key facts - Material Agreements GYRE THERAPEUTICS, INC. amended Business Combination Agreement with Catalyst Biosciences, Inc., GNI USA, Inc., GNI Group Ltd., GNI Hong Kong Limited, Shanghai Genomics, Inc., and Continent Pharmaceuticals Inc. (effective 2023-08-30). - Action: amendment - Agreement: merger - Counterparty: Catalyst Biosciences, Inc., GNI USA, Inc., GNI Group Ltd., GNI Hong Kong Limited, Shanghai Genomics, Inc., and Continent Pharmaceuticals Inc. - Effective: 2023-08-30 source text: On August 30, 2023, Catalyst Biosciences, Inc., a Delaware corporation (“Catalyst”), GNI USA, Inc., a Delaware corporation (“GNI USA”), GNI Group Ltd., a company incorporated under the laws of Japan with limited liability (“GNI Group”), GNI Hong Kong Limited, a company incorporated under the laws of Hong Kong with limited liability (“GNI HK”), Shanghai Genomics, Inc., a company organized under the laws of the People’s Republic of China (“Shanghai Genomics”, and collectively with GNI USA, GNI Group and GNI HK, the “Contributors”), and Continent Pharmaceuticals Inc., a Cayman Islands company limited by shares (the “CPI”), entered into a second amendment (the “Second Amendment”) to the previously announced Business Combination Agreement, dated as of December 26, 2022, as amended on March 29, 2023 (the “Business Combination Agreement”). evidence_url: https://www.sec.gov/Archives/edgar/data/1124105/000114036123042067/0001140361-23-042067-index.htm - Shareholder Votes GYRE THERAPEUTICS, INC. shareholders approved Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation at the 2023-08-29 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-08-29 source text: Proposal 10 – Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation Catalyst’s stockholders voted on the frequency of future advisory votes on executive compensation on a non-binding, advisory basis by the following votes: Votes For 1 Year Votes for 2 Years Votes for 3 Years Abstentions Broker Non-Votes 10,326,688 43,232 194,114 206,480 14,485,801 evidence_url: https://www.sec.gov/Archives/edgar/data/1124105/000114036123042067/0001140361-23-042067-index.htm - Shareholder Votes GYRE THERAPEUTICS, INC. shareholders approved Approval of the Conversion of Catalyst Convertible Preferred Stock into Shares of Catalyst Common Stock at the 2023-08-29 meeting. - Outcome: passed - Meeting: 2023-08-29 source text: Proposal 2 – Approval of the Conversion of Catalyst Convertible Preferred Stock into Shares of Catalyst Common Stock As previously disclosed in the Proxy Statement, GNI Group and GNI HK, collectively holding 6,266,521 shares of Catalyst Common Stock issued under the Asset Purchase Agreement, dated December 26, 2022 and amended on March 29, 2023 (the “Asset Purchase Agreement”), were not entitled to vote on Proposal No. 2 for purposes of compliance with the listing rules of The Nasdaq Stock Market (“Nasdaq”). After subtracting such 6,266,521 shares of Catalyst Common Stock from the total numbers of shares voted on and voted “for” Proposal No. 2, Catalyst’s stockholders approved the conversion of Catalyst Convertible Preferred Stock into shares of Catalyst Common Stock pursuant to the Asset Purchase Agreement, by the following votes: Votes For Votes Against Abstentions Broker Non-Votes 4,259,446 214,221 30,326 14,485,801 evidence_url: https://www.sec.gov/Archives/edgar/data/1124105/000114036123042067/0001140361-23-042067-index.htm - Shareholder Votes GYRE THERAPEUTICS, INC. shareholders approved Approval of the Gyre Therapeutics, Inc. 2023 Omnibus Incentive Plan at the 2023-08-29 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-08-29 source text: Proposal 6 – Approval of the Gyre Therapeutics, Inc. 2023 Omnibus Incentive Plan Catalyst’s stockholders approved the adoption of the Gyre Therapeutics, Inc. 2023 Omnibus Incentive Plan, by the following votes: Votes For Votes Against Abstentions Broker Non-Votes 10,167,733 538,802 63,979 14,485,801 evidence_url: https://www.sec.gov/Archives/edgar/data/1124105/000114036123042067/0001140361-23-042067-index.htm - Shareholder Votes GYRE THERAPEUTICS, INC. shareholders approved Approval of the Compensation of Catalyst’s Named Executive Officers at the 2023-08-29 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-08-29 source text: Proposal 9 – Approval of the Compensation of Catalyst’s Named Executive Officers Catalyst’s stockholders approved the compensation of Catalyst’s Named Executive Officers on a non-binding, advisory basis by the following votes: Votes For Votes Against Abstentions Broker Non-Votes 10,265,419 374,990 130,105 14,485,801 evidence_url: https://www.sec.gov/Archives/edgar/data/1124105/000114036123042067/0001140361-23-042067-index.htm - Shareholder Votes GYRE THERAPEUTICS, INC. shareholders approved Approval of Increasing the Number of Authorized Shares of Catalyst Common Stock at the 2023-08-29 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-08-29 source text: Proposal 3 – Approval of Increasing the Number of Authorized Shares of Catalyst Common Stock Catalyst’s stockholders approved the adoption of an amendment to Catalyst’s restated certificate of incorporation to increase the number of authorized shares of Catalyst Common Stock from 100,000,000 shares to 400,000,000 shares, by the following votes: Votes For Votes Against Abstentions 24,355,825 719,069 181,421 evidence_url: https://www.sec.gov/Archives/edgar/data/1124105/000114036123042067/0001140361-23-042067-index.htm - Shareholder Votes GYRE THERAPEUTICS, INC. shareholders rejected Approval of Stockholder Action by Written Consent at the 2023-08-29 meeting. - Proposal: charter amendment - Outcome: failed - Meeting: 2023-08-29 source text: Proposal 7 – Approval of Stockholder Action by Written Consent Catalyst’s stockholders did not approve the adoption of an amendment to Catalyst’s restated certificate of incorporation to allow stockholders to act by written consent, for so long as GNI USA and its affiliates beneficially own 50% or more of the combined voting power of the outstanding shares of Catalyst Common Stock, by the following votes: Votes For Votes Against Abstentions Broker Non-Votes 9,854,595 884,222 31,697 14,485,801 evidence_url: https://www.sec.gov/Archives/edgar/data/1124105/000114036123042067/0001140361-23-042067-index.htm - Shareholder Votes GYRE THERAPEUTICS, INC. shareholders rejected Approval of the Creation a New Class of Non-Voting Common Stock at the 2023-08-29 meeting. - Proposal: charter amendment - Outcome: failed - Meeting: 2023-08-29 source text: Proposal 5 – Approval of the Creation a New Class of Non-Voting Common Stock Catalyst’s stockholders did not approve the adoption of an amendment to Catalyst’s restated certificate of incorporation to authorize up to 20,000,000 shares of non-voting common stock, par value $0.001 pers share, by the following votes: Votes For Votes Against Abstentions Broker Non-Votes 9,531,069 1,187,226 52,219 14,485,801 evidence_url: https://www.sec.gov/Archives/edgar/data/1124105/000114036123042067/0001140361-23-042067-index.htm - Shareholder Votes GYRE THERAPEUTICS, INC. shareholders approved Election of two Class II directors at the 2023-08-29 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-08-29 source text: Proposal 8 – Election of Directors Catalyst’s stockholders approved the election of two Class II directors to the Board for three year terms or until their respective successors are elected and qualified or until their earlier resignation or removal, by the following votes: Nominee Votes For Votes Withheld Broker Non-Votes Andrea Hunt 10,523,301 247,213 14,485,801 Nassim Usman, Ph.D. 10,536,961 233,553 14,485,801 evidence_url: https://www.sec.gov/Archives/edgar/data/1124105/000114036123042067/0001140361-23-042067-index.htm - Shareholder Votes GYRE THERAPEUTICS, INC. shareholders approved Approval of the Reverse Stock Split of Catalyst Common Stock at the 2023-08-29 meeting. - Proposal: reverse split - Outcome: passed - Meeting: 2023-08-29 source text: Proposal 4 – Approval of the Reverse Stock Split of Catalyst Common Stock Catalyst’s stockholders approved the adoption of an amendment to Catalyst’s restated certificate of incorporation to effect a reverse stock split of Catalyst’s issued common stock by a ratio of not less than 1-for-10 and not more than 1-for-60, such ratio to be determined in the discretion of Board of Directors of Catalyst (the “Board”), by the following votes: Holders Votes For Votes Against Abstentions Catalyst Common Stock 24,377,875 823,859 54,581 Catalyst Series Y Preferred Stock 6,094,468,750 205,964,750 13,645,250 Catalyst Common Stock + Catalyst Series Y Preferred Stock 6,118,846,625 206,788,609 13,699,831 evidence_url: https://www.sec.gov/Archives/edgar/data/1124105/000114036123042067/0001140361-23-042067-index.htm - Shareholder Votes GYRE THERAPEUTICS, INC. shareholders approved Approval of the Issuance of Shares of Catalyst Common Stock and Catalyst Convertible Preferred Stock at the 2023-08-29 meeting. - Outcome: passed - Meeting: 2023-08-29 source text: Proposal 1 – Approval of the Issuance of Shares of Catalyst Common Stock and Catalyst Convertible Preferred Stock Catalyst’s stockholders approved the issuance of shares of Catalyst Common Stock and Catalyst Series X Convertible Preferred Stock, par value $0.001 per share (the “Catalyst Convertible Preferred Stock”), each pursuant to the terms of the Business Combination Agreement, by the following votes: Votes For Votes Against Abstentions Broker Non-Votes 10,508,917 226,149 35,448 14,485,801 evidence_url: https://www.sec.gov/Archives/edgar/data/1124105/000114036123042067/0001140361-23-042067-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.