Catalyst Biosciences Inc. filed SEC Form 8-K: Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits (Amendment)
$CBIO
Biotechnology: Pharmaceutical Preparations
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): October 30, 2023
(Exact name of registrant as specified in its charter)
|
|
|
|
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
|
|
|
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Registrant’s telephone number, including area code: (619 ) 949-3681
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):
|
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which
registered
|
||
|
|
|
|
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. ☐
Introductory Note
This Amendment No. 1 on Form 8-K/A (“Amendment No. 1”) amends the Current Report on Form 8-K of Gyre Therapeutics, Inc., a Delaware corporation
(formerly known as Catalyst Biosciences, Inc.) (prior to the Closing Date, “Catalyst” and after the Closing Date, “Gyre”), filed on October 30, 2023 (the “Original Report”), in which Gyre reported, among other events, the consummation of its
previously announced business combination (the “Closing”) pursuant to the Business Combination Agreement (as defined in the Original Report) on October 30, 2023 (the “Closing Date”). Pursuant to the terms of the Business Combination Agreement, at
the Closing, Catalyst acquired an indirect controlling interest in Beijing Continent Pharmaceuticals Co., Ltd (“BC”), a company organized under the laws of the People’s Republic of China. In connection with the Closing, the combined company
changed its name from “Catalyst Biosciences, Inc.” to “Gyre Therapeutics, Inc.”
This Amendment No. 1 includes (i) the financial statements of BC and related notes as of and for the years ended December 31, 2022 and 2021 and
the unaudited financial statements of BC as of and for the nine months ended September 30, 2023, and (ii) the unaudited pro forma condensed combined balance sheet of Catalyst and BC as of September 30, 2023 and the unaudited pro forma condensed
combined statement of operations of Catalyst and BC for the nine months ended September 30, 2023 and the year ended December 31, 2022.
This Amendment No. 1 does not amend any other item of the Original Report or purport to provide an update or a discussion of any developments at
Gyre or its subsidiaries, including BC, subsequent to the filing date of the Original Report. The information previously reported in or filed with the Original Report is hereby incorporated by reference to this Form 8-K/A.
| Item 2.01. |
Results of Operations and Financial Condition.
|
This Amendment No. 1 includes (i) the financial statements of BC and related notes as of and for the years ended December 31, 2022 and 2021 and
the unaudited financial statements of BC as of and for the nine months ended September 30, 2023, and (ii) the unaudited pro forma condensed combined balance sheet of Catalyst and BC as of September 30, 2023 and the unaudited pro forma condensed
combined statement of operations of Catalyst and BC for the nine months ended September 30, 2023 and the year ended December 31, 2022.
The information set forth under Item 9.01 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 9.01 |
Exhibits.
|
(a) Financial Statements of Business Acquired
The financial statements of BC and related notes as of and for the years ended December 31, 2022 and 2021 and the unaudited financial statements
of BC as of and for the nine months ended September 30, 2023 and for the periods then ended and related notes thereto are attached as Exhibit 99.1 and are incorporated herein by reference.
(b) Pro Forma Financial Information
The unaudited pro forma condensed combined balance sheet of Catalyst and BC as of
September 30, 2023 and the unaudited pro forma condensed combined statement of operations of Catalyst and BC for the nine months ended September 30, 2023 and the year ended
December 31, 2022 and the related notes thereto are attached as Exhibit 99.2 and are incorporated herein by reference.
(d) Exhibits
EXHIBIT INDEX
|
Exhibit
Number
|
Description
|
|
|
Unaudited financial statements of BC and related notes as of and for the nine months ended September 30, 2023 and financial statements of BC and related notes as of and for the years
ended December 31, 2022 and 2021.
|
||
|
Unaudited pro forma condensed combined balance sheet of Catalyst and BC as
of September 30, 2023 and the unaudited pro forma condensed combined statement of operations of Catalyst and BC for the nine months ended September 30, 2023 and the
year ended December 31, 2022.
|
||
|
104
|
Cover Page Interactive Data File (formatted as Inline XBRL).
|
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: January 12, 2024
|
By:
|
/s/ Ruoyu Chen
|
|
Name:
|
Ruoyu Chen
|
|
|
Title:
|
Chief Financial Officer
|
|