8-K
filed October 30, 2023, 7:59 PM ET
ticker GYRE
CIK 0001124105
M&A
confidence high
sentiment neutral
materiality 0.95
GYRE THERAPEUTICS, INC. (GYRE): M&A transaction — Catalyst completes reverse merger with Beijing Continent, renames to Gyre Therapeutics
GYRE THERAPEUTICS, INC.
- GNI USA acquired ~85.3% ownership; old Catalyst stockholders hold ~2.5%; minority holders ~12.3%.
- Reverse stock split 1-for-15; authorized shares increased to 400M; ticker changes to GYRE from CBIO.
- Private placement of $5.0M via convertible preferred stock and warrants to GNI USA.
- New board appointed; Charles Wu named CEO, Songjiang Ma President, Ruoyu Chen Interim CFO.
- Business focus shifts to organ fibrosis drug development from Beijing Continent Pharmaceuticals.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Augustine Lawlor resigned as Director at GYRE THERAPEUTICS, INC..
- Action
- resigned
- Role
- Director
Exact text from the filing
Augustine Lawlor and Andrea Hunt each notified the board of directors of Catalyst of his or her intention to resign from the Board and committees of the Board on which he or she served, effectively immediately.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Han Ying was appointed as Director at GYRE THERAPEUTICS, INC..
- Action
- appointed
- Role
- Director
Exact text from the filing
Han Ying, Ph.D. (as a Class II Director)
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Songjiang Ma was appointed as Director at GYRE THERAPEUTICS, INC..
- Action
- appointed
- Role
- Director
Exact text from the filing
appointed the following five (5) individuals to the Board: Gordon G. Carmichael, Ph.D. (as a Class I Director), Songjiang Ma (as a Class I Director)
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Gordon G. Carmichael was appointed as Director at GYRE THERAPEUTICS, INC..
- Action
- appointed
- Role
- Director
Exact text from the filing
appointed the following five (5) individuals to the Board: Gordon G. Carmichael, Ph.D. (as a Class I Director), Songjiang Ma (as a Class I Director)
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Charles Wu was appointed as Director at GYRE THERAPEUTICS, INC..
- Action
- appointed
- Role
- Director
Exact text from the filing
Charles Wu, Ph.D. (as a Class III Director)
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Andrea Hunt resigned as Director at GYRE THERAPEUTICS, INC..
- Action
- resigned
- Role
- Director
Exact text from the filing
Augustine Lawlor and Andrea Hunt each notified the board of directors of Catalyst of his or her intention to resign from the Board and committees of the Board on which he or she served, effectively immediately.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Renate Perry was appointed as Director at GYRE THERAPEUTICS, INC..
- Action
- appointed
- Role
- Director
Exact text from the filing
Renate Perry, Ph.D. (as a Class III Director)
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Ying Luo was appointed as Chairman of the Board at GYRE THERAPEUTICS, INC..
- Action
- appointed
- Role
- Chairman of the Board
Exact text from the filing
Ying Luo, Ph.D. is serving as the Chairman of the Board.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
GYRE THERAPEUTICS, INC.: Amended and restated bylaws to update proxy and DGCL provisions, remove director range requirement, and make other updates (effective 2023-10-30).
- Change
- bylaw amendment
- Effective
- 2023-10-30
Exact text from the filing
On October 30, 2023, in connection with the Transactions and with the new SEC rules regarding universal proxy cards and certain recent amendments to the Delaware General Corporation Law (the “DGCL”), the Board adopted an amendment and restatement of Gyre’s Amended and Restated Bylaws (as so amended and restated, the “Amended and Restated Bylaws”), effective as of such date
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
GYRE THERAPEUTICS, INC.: Amendment to Certificate of Designation of Series X Convertible Preferred Stock to increase designated shares and delete certain conversion payment provision (effective 2023-10-30).
- Change
- charter amendment
- Effective
- 2023-10-30
Exact text from the filing
On October 30, 2023, prior to the Closing, Gyre filed an amendment to Certificate of Designation of Preferences, Rights and Limitations of Series X Convertible Preferred Stock (the “Certificate of Designation” and such amendment, the “Amendment to Certificate of Designation”) with the Secretary of State of the State of Delaware in connection with the Private Placement, effective on October 30, 2023.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
GYRE THERAPEUTICS, INC.: Certificate of amendment filed to effect Authorized Share Increase, Reverse Stock Split (1-for-15), and Name Change (effective 2023-10-30).
- Change
- charter amendment
- Effective
- 2023-10-30
Exact text from the filing
On October 27, 2023, prior to the Closing, Catalyst filed a certificate of amendment to Catalyst’s Fourth Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to effect the Authorized Share Increase, the Reverse Stock Split and the Name Change, each with an effective time of 12:01 a.m. Eastern Time on October 30, 2023 (the “Effective Time”).
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M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.91
GYRE THERAPEUTICS, INC. underwent a change of control involving Beijing Continent Pharmaceuticals Co., Ltd for Catalyst acquired an indirect controlling interest in Beijing Continent Pharmaceuticals Co., Ltd ("BC") pursuant to the Business Combination Agreement, which in (closed 2023-10-30).
- Action
- change of control
- Counterparty
- Beijing Continent Pharmaceuticals Co., Ltd
- Consideration
- Catalyst acquired an indirect controlling interest in Beijing Continent Pharmaceuticals Co., Ltd ("BC") pursuant to the Business Combination Agreement, which in
- Closing
- 2023-10-30
Exact text from the filing
On October 30, 2023 (the "Closing Date"), Gyre Therapeutics, Inc. (formerly known as Catalyst Biosciences, Inc.) (prior to the Closing Date, "Catalyst" and after the Closing Date, "Gyre") consummated the previously announced business combination (the "Closing") pursuant to that certain Business Combination Agreement, dated as of December 26, 2022 and as amended on March 29, 2023 and August 30, 2023 (the "Business Combination Agreement"), by and among 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"), the Minority Holders (as defined therein) and Continent Pharmaceuticals Inc., a Cayman Islands company limited by shares ("CPI") (such transactions contempla
View on SEC.gov
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