SEC Form RW filed by Gyre Therapeutics Inc.

July 12, 2024

Division of Corporate Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-7010

Attn:  Doris Stacey Gama and Joe McCann

Ladies and Gentlemen:

Gyre Therapeutics, Inc. (the “Registrant”) previously filed the above-referenced registration statement on Form S-3 on May 30, 2024 (the “Registration Statement”).  Pursuant to Rule 477, promulgated under the Securities Act of 1933, as amended, the Registrant hereby requests that the Registration Statement, together with all exhibits and amendments thereto, be withdrawn at your earliest convenience.  The Registration Statement has not been declared effective by the Securities and Exchange Commission (the "Commission").

The Registration Statement was filed with the Commission in connection with the resale by a selling stockholder of shares of the Registrant’s common stock, par value $0.001 per share (the “Common Stock”), consisting of (i) 540,666 shares of Common Stock issued upon the conversion of the Registrant’s Series X Convertible Preferred Stock, par value $0.001 per share (the “Convertible Preferred Stock”) and (ii) 540,666 shares of Common Stock issuable upon the conversion of Convertible Preferred Stock issuable pursuant to the exercise of a warrant issued to the selling stockholder.

The Registrant has determined not to register the securities for resale under the Registration Statement and therefore believes withdrawal of the Registration Statement to be consistent with the public interest and the protection of investors.  The Registrant represents that the selling stockholder has not effected any sales of the Registrant’s securities under the Registration Statement.

Please provide a copy of the order granting withdrawal via email to our counsel, Branden C. Berns of Gibson, Dunn & Crutcher LLP at [email protected].  If you have any questions, please contact Mr. Berns at (415) 393-4631.

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