GYRE THERAPEUTICS, INC.
For the period ended Dec 31, 2025. Filed Mar 13, 2026.
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FY2025 · Filed Mar 13, 2026
GYRE$4.65-2.3%Stored close · as of Nov 9, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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LIST OF EXHIBITS
| Incorporated by reference | |||||
|---|---|---|---|---|---|
| ExhibitNo. | Exhibit title | Form | File No. | ExhibitNo. | Filing Date |
| 2.1(a)†# | Asset Purchase Agreement, dated as of December 26, 2022, by and among Catalyst Biosciences, Inc., GNI Group Ltd., and GNI Hong Kong Limited. | 8-K | 000-51173 | 2.1 | Dec. 27, 2022 |
| 2.1(b) | Agreement and Amendment to Asset Purchase Agreement, dated as of March 29, 2023, by and among Catalyst Biosciences, Inc., GNI Group Ltd., and GNI Hong Kong Limited. | 8-K | 000-51173 | 2.2 | Mar. 30, 2023 |
| 2.2(a)# | Business Combination Agreement, dated as of December 26, 2022, by and among Catalyst Biosciences, Inc., GNI USA, Inc., GNI Group Ltd., GNI Hong Kong Limited, Shanghai Genomics, Inc., the individuals listed on Annex A thereto and Continent Pharmaceuticals Inc. | 8-K | 000-51173 | 2.2 | Dec. 27, 2022 |
| 2.2(b) | Amendment to Business Combination Agreement, dated as of March 29, 2023, by and among Catalyst Biosciences, Inc., GNI USA, Inc., GNI Group Ltd., GNI Hong Kong Limited, Shanghai Genomics, Inc., the Minority Holders and Continent Pharmaceuticals Inc. | 8-K | 000-51173 | 2.1 | Mar. 30, 2023 |
| 2.2(c) | Second Amendment to Business Combination Agreement, dated as of August 30, 2023, by and among Catalyst Biosciences, Inc., GNI USA, Inc., GNI Group Ltd., GNI Hong Kong Limited, Shanghai Genomics, Inc. and Continent Pharmaceuticals Inc. | 8-K | 000-51173 | 2.1 | Aug. 31, 2023 |
| 2.3 | Agreement and Plan of Merger and Reorganization, dated March 2, 2026, by and among Gyre Therapeutics, Inc., Helix Merger Sub Corp., and Cullgen Inc. | 8-K | 000-51173 | 2.1 | Mar. 2, 2026 |
| 3.1 | Restated Certificate of Incorporation of the Company. | 10-Q | 000-51173 | 3.1 | Nov. 13, 2024 |
| 3.2 | Amended and Restated Bylaws of the Company. | 8-K | 000-51173 | 3.3 | Oct. 30, 2023 |
| 3.3(a) | Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock, filed with the Delaware Secretary of State on April 10, 2017. | 8-K | 000-51173 | 3.1 | Apr. 13, 2017 |
| Incorporated by reference | |||||
|---|---|---|---|---|---|
| ExhibitNo. | Exhibit title | Form | File No. | ExhibitNo. | Filing Date |
| 3.3(b) | Certificate of Elimination of Series A Preferred Stock, filed with the Delaware Secretary of State on March 25, 2024. | 10-K | 000-51173 | 3.6(b) | Mar. 27, 2024 |
| 3.4(a) | Certificate of Designation of Preferences, Rights and Limitations of Series X Convertible Preferred Stock, filed with the Delaware Secretary of State on December 27, 2022. | 8-K | 000-51173 | 3.1 | Dec. 27, 2022 |
| 3.4(b) | Amendment to Certificate of Designation of Preferences, Rights and Limitations of Series X Convertible Preferred Stock, filed with the Delaware Secretary of State on October 30, 2023. | 8-K | 000-51173 | 3.2 | Oct. 30, 2023 |
| 3.5(a) | Certificate of Designation of Preferences, Rights and Limitations of Series Y Preferred Stock, filed with the Delaware Secretary of State on June 20, 2023, with respect to the Series Y Preferred Stock. | 8-K | 000-51173 | 3.1 | June 20, 2023 |
| 3.5(b) | Certificate of Elimination of Series Y Preferred Stock, filed with the Delaware Secretary of State on August 31, 2023. | 8-K | 000-51173 | 3.1 | Aug. 31, 2023 |
| 3.6 | Form of Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock. | 8-K | 000-51173 | 3.1 | Mar. 2, 2026 |
| 4.1 | Description of Securities. | 10-K | 000-51173 | 4.1 | Mar. 17, 2025 |
| 4.2 | Form of Warrant to Purchase Series X Convertible Preferred Stock. | 8-K | 000-51173 | 4.1 | Oct. 30, 2023 |
| 10.1(a)# | Contingent Value Rights Agreement, dated as of December 26, 2022, by and between Catalyst Biosciences, Inc. and American Stock Transfer & Trust Company, LLC. | S-3 | 333-273395 | 2.5 | July 24, 2023 |
| 10.2(b) | Amendment to Contingent Value Rights Agreement, dated as of March 29, 2023, by and between Catalyst Biosciences, Inc. and American Stock Transfer & Trust Company, LLC. | 8-K | 000-51173 | 2.3 | Mar. 30, 2023 |
| 10.3+ | Catalyst Biosciences, Inc. (formerly Targacept, Inc.) 2015 Stock Incentive Plan (as Amended and Restated Effective June 9, 2016). | DEF 14A | 000-51173 | Appendix A | Apr. 25, 2016 |
| 10.4+ | Form of Incentive Stock Option Award Notice. | 8-K | 000-51173 | 10.1 | July 14, 2017 |
| Incorporated by reference | |||||
|---|---|---|---|---|---|
| ExhibitNo. | Exhibit title | Form | File No. | ExhibitNo. | Filing Date |
| 10.5+ | Form of Non-qualified Stock Option Award Notice. | 8-K | 000-51173 | 10.2 | July 14, 2017 |
| 10.6+ | Catalyst Biosciences, Inc. 2018 Omnibus Incentive Plan. | DEF 14A | 000-51173 | Appendix A | May 1, 2020 |
| 10.7+ | Catalyst Biosciences, Inc. 2018 Employee Stock Purchase Plan. | DEF 14A | 000-51173 | Appendix B | May 11, 2018 |
| 10.8+ | Form of Stock Option Award Agreement. | 10-K | 000-51173 | 10.8 | Mar. 31, 2022 |
| 10.9+ | Gyre Therapeutics, Inc. 2023 Omnibus Incentive Plan | 8-K | 000-51173 | 10.2 | Oct. 30, 2023 |
| 10.10+ | Form of Indemnification Agreement | 8-K | 000-51173 | 10.3 | Oct. 30, 2023 |
| 10.11+ | Employment Agreement, dated as of October 30, 2023, by and between the Company and Ruoyu Chen. | 8-K | 000-51173 | 10.5 | Oct. 30, 2023 |
| 10.12 | Open Market Sale AgreementSM, dated November 27, 2024, by and between the Company and Jefferies LLC. | 8-K | 000-51173 | 1.1 | Nov. 27, 2024 |
| 19.1 | Insider Trading Policy of the Company. | 10-K | 000-51173 | 19.1 | Mar. 17, 2025 |
| 21.1* | List of subsidiaries of the Company. | ||||
| 23.1* | Consent of Grant Thornton Zhitong Certified Public Accountants LLP, Independent Registered Public Accounting Firm. | ||||
| 24.1* | Power of Attorney (included as part of the signature page hereto). | ||||
| 31.1* | Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
| 31.2* | Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
| Incorporated by reference | |||||
|---|---|---|---|---|---|
| ExhibitNo. | Exhibit title | Form | File No. | ExhibitNo. | Filing Date |
| 32.1** · Certification of the Principal Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||
| 32.2** · Certification of the Principal Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||
| 97.1 | Clawback Policy of the Company | 10-K | 000-51173 | 97.1 | Mar. 27, 2024 |
| 101.INS* | Inline XBRL Instance Document | ||||
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | ||||
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||||
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | ||||
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | ||||
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | ||||
- Filed herewith.
** Furnished.
† The annexes, schedules, and certain exhibits to this Exhibit have been omitted pursuant to Item 601(a)(5).
Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit were omitted by means of marking such portions with an asterisk because the identified confidential portions (i) the Company customarily and actually treats that information as private or confidential and (ii) the information was not material.
- Denotes management contract, compensatory plan or arrangement.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.