SEC Form S-8 filed by Gyre Therapeutics Inc.
$GYRE
Biotechnology: Pharmaceutical Preparations
Health Care
As filed with the Securities and Exchange Commission on March 20, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Gyre Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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56-2020050
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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Gyre Therapeutics, Inc.
12770 High Bluff Drive, Suite 150
San Diego, California 92130
(Address, including zip code, of registrant’s principal executive offices)
Gyre Therapeutics, Inc. 2023 Omnibus Incentive Plan
(Full title of the plan)
Han Ying, Ph.D.
Chief Executive Officer
Gyre Therapeutics, Inc.
12770 High Bluff Drive, Suite 150
San Diego, California 92130
(858) 567-7770
(Name, address and telephone number (including area code) of agent for service)
Copy to:
Sean Feller
Gibson, Dunn & Crutcher LLP
2029 Century Park East, Suite 4000
Los Angeles, CA 90067-3026
(310) 552-8500
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated
filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☐ |
Accelerated filer
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☒ |
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Non-accelerated filer
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☐ |
Smaller reporting company
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☒
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Emerging growth company
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☐ | ||
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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 7(a)(2)(B) of the Securities Act. ☐
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EXPLANATORY NOTE
This Registration Statement on Form S-8 (this “Registration Statement”) is being filed pursuant to General Instruction E to Form S-8 for the purpose of registering an additional 4,315,377
shares of common stock, par value $0.001 per share, of Gyre Therapeutics, Inc., a Delaware corporation (the "Registrant”) under the Gyre Therapeutics, Inc. 2023 Omnibus Incentive Plan (the “Plan”), pursuant to the provisions of the Plan providing
for an automatic increase in the number of shares reserved and available for issuance under the Plan on January 1, 2025. In accordance with General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents
of the Registrant’s Registration Statements on Form S-8 filed by the Company with respect to the Plan on October 31, 2023 (SEC File No.
333-275222) and March 28, 2024 (SEC File No. 333-278291), together
with all exhibits filed therewith or incorporated therein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 8.
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Exhibits.
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Exhibit No.
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Exhibit Description
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4.1
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4.2
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4.3
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4.4
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4.5
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4.6
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4.7
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4.8
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5.1*
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23.1*
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23.2*
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24.1*
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99.1
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107.1*
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*Filed herewith.
Pursuant to the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on March 20, 2025.
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Gyre Therapeutics, Inc.
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By:
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/s/ Han Ying, Ph.D.
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Name:
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Han Ying, Ph.D.
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Title:
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Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Han Ying and Ruoyu Chen, or either of them, severally, the individual’s true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration
Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act, and to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on March 20, 2025.
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Signature
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Title
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| /s/ Han Ying, Ph.D. |
Chief Executive Officer and Director
(Principal Executive Officer)
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Han Ying, Ph.D.
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| /s/ Ruoyu Chen |
Chief Financial Officer
(Principal Financial and Accounting Officer)
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| Ruoyu Chen | ||||
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/s/ Songjiang Ma
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President and Director
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Songjiang Ma
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/s/ Gordon G. Carmichael, Ph.D.
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Director
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Gordon G. Carmichael, Ph.D.
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/s/ Thomas Eastling
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Director
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Thomas Eastling
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/s/ David M. Epstein, Ph.D.
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Director
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David M. Epstein, Ph.D.
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/s/ Rodney L. Nussbaum
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Director
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Rodney L. Nussbaum
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| /s/ Renate Parry, Ph.D. | Director | |||
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Renate Parry, Ph.D.
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| /s/ Ping Zhang | Director | |||
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Ping Zhang
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