GNI Group Amends Gyre Therapeutics Stake; Signals Ownership Change

TL;DR

**GNI Group just updated its ownership in Gyre Therapeutics, signaling a change in their stake.**

AI Summary

GNI Group Ltd. filed an amended Schedule 13D/A on January 24, 2024, updating its beneficial ownership in Gyre Therapeutics, Inc. This amendment, filed due to an event on January 22, 2024, indicates a change in their previously reported stake. For investors, this matters because GNI Group Ltd. is a significant holder, and any changes in their position could signal shifts in their confidence or strategic intent regarding Gyre Therapeutics, potentially influencing the stock's perception.

Why It Matters

Changes in significant shareholder positions, like GNI Group Ltd.'s stake in Gyre Therapeutics, can indicate shifts in corporate control or strategic direction, potentially impacting stock valuation.

Risk Assessment

Risk Level: medium — A change in a major shareholder's position can introduce uncertainty regarding future corporate governance or strategic decisions, posing a medium risk.

Analyst Insight

Investors should monitor subsequent filings to understand the specific nature and magnitude of GNI Group Ltd.'s ownership change in Gyre Therapeutics, Inc., as this could signal future strategic moves or changes in control.

Key Players & Entities

• GNI Group Ltd. (company) — the entity filing the SC 13D/A, reporting changes in its beneficial ownership
• Gyre Therapeutics, Inc. (company) — the subject company whose common stock is being reported on
• Ying Luo, Ph.D. (person) — the person authorized to receive notices and communications for GNI Group Ltd.
• $0.001 (dollar_amount) — the par value of Gyre Therapeutics, Inc. Common Stock
• January 22, 2024 (date) — the date of the event which required the filing of this statement

FAQ

Key Financial Figures

• $0.001 — ame of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 403783

Filing Documents

• ef20019625_sc13da.htm (SC 13D/A) — 73KB
• 0001140361-24-003688.txt ( ) — 75KB

From the Filing

SC 13D/A 1 ef20019625_sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* Gyre Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 403783 103 (CUSIP Number) Ying Luo, Ph.D. GNI Group Ltd. Nihonbashi-Honcho YS Bldg. 3rd Floor 2-2-2 Nihonbashi-Honcho, Chuo-ku, 103-0023 Tokyo, Japan +81-3-6214-3600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 22, 2024 (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 403783 103 1 NAMES OF REPORTING PERSONS GNI USA, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 73,313,885(1) 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 73,313,885(1) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 73,313,885(1) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 85.34%(2) 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO (1) Consists of: (i) 417,768 shares of Common Stock (defined below), previously issued to 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"), in a private issuance pursuant to that certain Asset Purchase Agreement, dated December 26, 2022, as amended on March 29, 2023 (the "F351 Agreement") and transferred to GNI USA, Inc., a Delaware corporation ("GNI USA") in a reorganization among GNI Japan related parties (the "Reorganization"), (ii) 8,226,666 shares of Common Stock issued upon conversion of 12,340 shares of Convertible Preferred Stock (defined below), which were previously issued to GNI Japan and GNI Hong Kong in a private issuance pursuant to the F351 Agreement and transferred to GNI USA in the Reorganization, (iii) 63,588,119 shares of Common Stock issued to GNI USA 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"), (iv) 540,666 shares of Common Stock issued upon conversion of 811 shares of Convertible Preferred Stock, which were issued to GNI USA in a private placement (the "Private Placement") pursuant to that certain Securities Purchase Agreement, dated October 27, 2023 and (v) 540,666 shares of Common Stock issuable upon conversion of 811 shares of Convertible Preferred Stock underlying the warrants issued to GNI USA in the Private Placement. (2) The ownership percentage in this schedule is based upon an aggregate of (i) 85,371,629 shares of Common Stock issued and outstanding as of January 23, 2024 and (ii) 540,666 shares of Common Stock issuable upon conversion of shares of Convertible Preferred Stock issuable upon conversions of warrants to purchase shares of Convertible Preferred Stock that are beneficially owned by GNI USA. CUSIP No. 403783 103 1 NAMES OF REPORTING PERSONS GNI Group Ltd. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Japan NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 73,313,885(1) 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 73,313,885(1) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 73,313,885(1) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHAR

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