UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 28, 2024
Gyre Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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000-51173
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56-2020050
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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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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92130
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(Address of principal executive offices)
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(Zip Code)
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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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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock
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GYRE
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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
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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 13(a) of the Exchange Act.
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Item 3.01
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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On June 30, 2024, Gyre Therapeutics, Inc. (the “
Company”) notified the Nasdaq Stock Market LLC (“Nasdaq”) that,
following
Nassim Usman’s resignation as a member of the Company’s Board of Directors (the “Board”) and as a member of the Audit Committee of the Board (the “
Audit
Committee”), the Company has a vacancy on its Audit Committee and intends to rely on the cure period set forth in the
Nasdaq Listing Rules while it recruits a new Audit Committee member, as described
in more detail below.
On July 2, 2024, the Company received a letter from Nasdaq confirming that the Company is no longer in compliance with Nasdaq’s
audit committee composition requirements as set forth in
Nasdaq Listing Rule 5605, which requires that the
audit
committee of a listed
company be comprised of at least three “independent directors” (as defined in
Nasdaq Listing Rule 5605(a)(2)). Pursuant to
Nasdaq Listing Rule 5605(c)(4), the Company intends to rely on the cure period to reestablish compliance with
Nasdaq Listing Rule 5605. The cure period is
generally defined as until the earlier of the Company’s next annual meeting of stockholders or June 30, 2025.
The Board is in the process of identifying and selecting a new member of the Board who qualifies as “independent” and meets the
audit committee criteria set forth in
Nasdaq Listing Rule 5605. The Board intends to comply fully with Nasdaq
audit
committee requirements by or before the end of the cure period described above.
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
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On June 28, 2024,
Nassim Usman,
Ph.D. informed the Company that he
intended to resign from the Board, effective as of June 30, 2024. In addition, on June 28, 2024, Dr. Usman stepped down as a member of the Audit Committee, effective June 30, 2024. Dr. Usman’s resignation was not due to any disagreements with the
Company relating to the Company’s operations, policies or practices.
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.
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GYRE THERAPEUTICS, INC.
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Date: July 5, 2024
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By:
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/s/ Ruoyu Chen
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Name:
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Ruoyu Chen
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Title:
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Chief Financial Officer
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