Gyre Therapeutics Files 8-K: Material Agreement & Exhibits

TL;DR

Gyre Therapeutics (GYRE) filed an 8-K today, looks like a big deal agreement and new financials dropped.

AI Summary

On November 27, 2024, Gyre Therapeutics, Inc. filed an 8-K report. The filing indicates an entry into a material definitive agreement and includes financial statements and exhibits. The company, formerly known as Catalyst Biosiences, Inc. and Targacept Inc., is incorporated in Delaware and headquartered in San Diego, California.

Why It Matters

This 8-K filing signals a significant development for Gyre Therapeutics, potentially involving a new contract or partnership, and provides updated financial information to investors.

Risk Assessment

Risk Level: medium — 8-K filings can cover a wide range of events, and without knowing the specifics of the material definitive agreement, the risk level is moderate.

Key Numbers

• 000-51173 — SEC File Number (Identifies the company's filing history with the SEC.)
• 56-2020050 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• GYRE THERAPEUTICS, INC. (company) — Registrant
• November 27, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• San Diego, CA (location) — Principal executive offices
• CATALYST BIOSCIENCES, INC. (company) — Former company name
• TARGACEPT INC (company) — Former company name

FAQ

Key Financial Figures

• $50,000,000 — offer and sell from time to time up to $50,000,000 of shares of the Company's common stock
• $0.001 — f the Company's common stock, par value $0.001 (the "Shares"), through the Sales Agent

Filing Documents

• ny20036484x4_8k.htm (8-K) — 33KB
• ny20036484x4_ex1-1.htm (EX-1.1) — 252KB
• ny20036484x4_ex5-1.htm (EX-5.1) — 9KB
• ny20036484x4_ex5-1logo01.jpg (GRAPHIC) — 34KB
• 0001140361-24-047980.txt ( ) — 544KB
• gyre-20241127.xsd (EX-101.SCH) — 4KB
• gyre-20241127_lab.xml (EX-101.LAB) — 21KB
• gyre-20241127_pre.xml (EX-101.PRE) — 16KB
• ny20036484x4_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry Into a Material Definitive Agreement On November 27, 2024, Gyre Therapeutics, Inc. (the "Company") entered into the Open Market Sale Agreement S M , dated November 27, 2024 (the "Sale Agreement"), with Jefferies LLC (the "Sales Agent"), pursuant to which the Company may offer and sell from time to time up to $50,000,000 of shares of the Company's common stock, par value $0.001 (the "Shares"), through the Sales Agent. The offering and sale of the Shares has been registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to the Company's Registration Statement on Form S-3 (File No. 333-283237) (the "Registration Statement"), which was originally filed with the Securities and Exchange Commission ("SEC") on November 14, 2024 and declared effective by the SEC on November 22, 2024, the base prospectus contained within the Registration Statement, and a prospectus supplement that was filed with the SEC on November 27, 2024. Sales of the Shares, if any, pursuant to the Sale Agreement, may be made in sales deemed to be an "at the market offering" as defined in Rule 415(a)(4) promulgated under the Securities Act, including sales made directly on or through The Nasdaq Capital Market or on any other existing trading market for the Company's common stock. The Company has no obligation to sell any of the Shares under the Sale Agreement, and may at any time suspend offers under the Sale Agreement or terminate the Sale Agreement. The Sales Agent will act as a sales agent and will use commercially reasonable efforts to sell on the Company's behalf all of the Shares requested to be sold by the Company, consistent with their normal trading and sales practices, on mutually agreed terms between the Sales Agent and the Company. The Company currently intends to use the proceeds of the offering, if any, for research and development, manufacturing and scale-up, as well as for working capital and general corporate purposes. The Company may also

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits . EXHIBIT INDEX Exhibit No. Description 1.1 Open Market Sale Agreement SM , dated November 27, 2024, by and between Gyre Therapeutics, Inc. and Jefferies LLC. 5.1 Opinion of Gibson, Dunn & Crutcher LLP 23.1 Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.1) 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: November 27, 2024 By: /s/ Ruoyu Chen Name: Ruoyu Chen Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR