UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 22, 2025
Gyre Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(IRS Employer Identification No.)
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12770 High Bluff Drive
Suite 150
San Diego, CA
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(Address of principal executive offices)
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Registrant’s telephone number, including area code: (858)
567-7770
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Name of each exchange on which
registered
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The Nasdaq Capital Market
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 |
Entry into a Material Definitive Agreement.
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On May 22, 2025, Gyre Therapeutics, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC, as
representative of the several underwriters (the “Underwriters”), pursuant to which the Company agreed to issue and sell 2,222,222 shares of the Company’s common stock (the “Shares”), par value $0.001 per share, at a public offering price of $9.00
per Share (the “Offering”). In addition, the Company has granted the Underwriters an option for a period of 30 days to purchase up to an additional 333,333 shares of its common stock at the public offering price, less the underwriting discounts and
commissions.
The Company estimates that net proceeds from the Offering will be approximately $18.5 million, after deducting the Underwriters’ discounts and commissions
and estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering to advance its Phase 2 clinical trial of F351 in metabolic dysfunction-associated steatohepatitis-associated liver fibrosis in the
United States, for research and development, manufacturing and scale-up, as well as for working capital and general corporate purposes.
The Offering was made pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333-283237), which was filed on November 14,
2024 and was declared effective on November 22, 2024, as supplemented by a prospectus supplement, dated May 22, 2025, filed with the Securities and Exchange Commission on May 23, 2025.
The Offering is expected to close on May 27, 2025, subject to customary closing conditions. Pursuant to the Underwriting Agreement, the Company has agreed
to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments that the Underwriters may be required to make because of such liabilities.
A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the
Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.
A copy of the opinion of Gibson, Dunn & Crutcher LLP relating to the validity of the Shares is filed herewith as Exhibit 5.1.
| Item 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits.
EXHIBIT INDEX
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Exhibit
No.
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Description
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Underwriting Agreement, dated as of May 22, 2025, between Gyre Therapeutics, Inc. and Jefferies LLC, as representative of the underwriters named therein.
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Opinion of Gibson, Dunn & Crutcher LLP
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Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.1)
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104
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Cover page interactive data file (embedded within the inline XBRL document)
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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.