Acelyrin to Acquire Gyre Therapeutics for $1/Share + CVR

TL;DR

Gyre Therapeutics is being bought by Acelyrin for $1 cash plus a CVR, expected to close Q3 2024.

AI Summary

Gyre Therapeutics, Inc. announced on May 7, 2024, that it has entered into a definitive agreement to be acquired by Acelyrin, Inc. for approximately $1.00 per share in cash, plus one non-tradable contingent value right (CVR) per share. The transaction is expected to close in the third quarter of 2024, subject to customary closing conditions.

Why It Matters

This acquisition by Acelyrin, Inc. signifies a consolidation in the biopharmaceutical sector, potentially impacting the development and commercialization of Gyre's pipeline assets.

Risk Assessment

Risk Level: medium — The acquisition is subject to closing conditions, and the value of the CVR is contingent on future events.

Key Numbers

• $1.00 — Cash per share (Acquisition price offered by Acelyrin)
• Q3 2024 — Expected closing (Timeline for the acquisition completion)

Key Players & Entities

• Gyre Therapeutics, Inc. (company) — Registrant
• Acelyrin, Inc. (company) — Acquiring company
• May 7, 2024 (date) — Date of agreement
• $1.00 (dollar_amount) — Cash consideration per share
• third quarter of 2024 (date) — Expected closing period

FAQ

Filing Documents

• ef20028687_8k.htm (8-K) — 33KB
• ef20028687_ex99-1.htm (EX-99.1) — 25KB
• 0001140361-24-024799.txt ( ) — 197KB
• gyre-20240507.xsd (EX-101.SCH) — 4KB
• gyre-20240507_lab.xml (EX-101.LAB) — 21KB
• gyre-20240507_pre.xml (EX-101.PRE) — 16KB
• ef20028687_8k_htm.xml (XML) — 4KB

01

Item 7.01. Regulation FD Disclosure. On May 8, 2024, GNI Group Ltd., a company incorporated under the laws of Japan with limited liability which holds an indirect controlling interest in Gyre Therapeutics, Inc., a Delaware corporation (the "Company"), issued a press release announcing that Gyre Pharmaceuticals Co., Ltd., a company organized under the laws of the People's Republic of China ("Gyre Pharmaceuticals"), which is the Company's majority indirectly owned subsidiary, has entered into a comprehensive agreement with Jiangsu Wangao Pharmaceutical Co., Ltd. ("Jiangsu Wangao") to acquire the rights to generic drug Nintedanib, a competing drug to ETUARY. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein. The exhibit furnished under Item 7.01 of this Current Report on Form 8-K shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act, regardless of any general incorporation language in such filing.

01

Item 8.01 Other Events. On May 7, 2024, Gyre Pharmaceuticals entered into a comprehensive agreement with Jiangsu Wangao to acquire rights to generic drug Nintedanib, a competing drug to ETUARY. With this acquisition, Gyre Pharmaceuticals is acquiring a new product approved for the treatment of idiopathic pulmonary fibrosis and expects to provide patients more choices and benefits, leverage its PRC nationwide sales network, and further enhance Gyre Pharmaceuticals' leading position in the pulmonary fibrosis market.

Forward-Looking Statements

Forward-Looking Statements This report contains "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, which statements are subject to substantial risks and uncertainties and are based on estimates and assumptions. All statements, other than statements of historical facts included in the press release furnished as Exhibit 99.1 and this Current Report on Form 8-K, including statements concerning expectations regarding Gyre Pharmaceuticals' position in the pulmonary fibrosis market, expectations regarding annual sales revenue of Nintedanib and the expansion of Gyre Pharmaceuticals' portfolio of therapeutic drugs for the treatment of idiopathic pulmonary fibrosis, are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as "may," "might," "will," "objective," "intend," "should," "could," "can," "would," "expect," "believe," "design," "estimate," "predict," "potential," "plan" or the negative of these terms, and similar expressions intended to identify forward-looking statements. These statements reflect our plans, estimates, and expectations, as of the date of this report. These statements involve known and unknown risks, uncertainties and other factors that could cause our actual results to differ materially from the forward-looking anticipated in such forward-looking statements as a result of these risks and uncertainties. Additional risks and factors are identified under "Risk Factors" in the Company's Annual Report on Form 10-K filed on March 27, 2024 and subsequent reports filed with the Securities and Exchange Commission.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits . The following exhibits are being furnished herewith: Exhibit Number Exhibit Title or Description 99.1 Press Release, dated May 8, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GYRE THERAPEUTICS, INC. Date: May 8, 2024 By: /s/ Ruoyu Chen Name: Ruoyu Chen Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR