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): November 6, 2023
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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12730 High Bluff Drive
Suite 250
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: (650) 266-8674
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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☐
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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 ☐
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. ☐
Item 7.01. Regulation FD Disclosure.
On November 6, 2023, GNI Group Ltd., a company incorporated under the laws of Japan with limited liability (“GNI Japan”), which holds an
indirect controlling interest of Gyre Therapeutics, Inc., a Delaware corporation (the “Company”), issued a press release announcing that GNI Japan has updated the consolidated earnings forecast for the full-year 2023.
A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein. The
exhibit furnished under Item 7.01 of this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by
reference in any filing under the Exchange Act or the Securities Act, regardless of any general incorporation language in such filing.
Forward Looking Statements
This report and the press release attached as an exhibit contain forward-looking statements that pertain to future operating performance
and that are not historic facts. Forward-looking statements may include, but are not limited to, words such as “believe,” “plan,” “strategy,” “expect,” “forecast,” “possibility” and similar words that describe future operating activities, business
performance, events or conditions. Forward-looking statements, whether spoken or written, are based on judgments made by the management of GNI Japan and/or the Company, based on information that is currently available to it. As such, these
forward-looking statements are subject to various risks and uncertainties, and actual business results may vary substantially from the forecasts expressed or implied in forward-looking statements. Consequently, investors are cautioned not to place
undue reliance on forward-looking statements.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being
furnished herewith:
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Exhibit Number
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Exhibit Title or Description
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Press Release, dated November 6, 2023
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURE
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: November 6, 2023
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By:
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/s/ Charles C. Wu, Ph.D.
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Name:
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Charles C. Wu, Ph.D.
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Title:
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Chief Executive Officer
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Exhibit 99.1
Nov 6, 2023
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Company Name:
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GNI Group Ltd.
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Representative:
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Director, Representative Executive Officer,
President and CEO
Ying Luo, PhD
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(Security Code: 2160, TSE Growth)
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Contact Person:
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Chief Financial Officer
Toshiya Kitagawa
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(TEL. 03-6214-3600)
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GNI Group Updates Full Year 2023 Consolidated Earnings Forecast
GNI Group Ltd., (TSE Growth security code: 2160, “the Company” below) today announced that the Group has updated the consolidated
earnings forecast for the full-year 2023, which was published on August 3, 2023, as follows.
1)
The differences between the forecast and the previous forecast for 2023
Consolidated earnings forecast for full-year 2023 (January 1, 2023 – December 31, 2023)
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Revenue
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Operating profit
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Profit before tax
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Profit for the year
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Profit attributable to owners of the parent
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Basic earnings per share
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(JPY Million)
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(JPY Million)
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(JPY Million)
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(JPY Million)
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(JPY Million)
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(JPY)
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Previous Forecast (A)
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25,273
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5,991
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4,143
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2,174
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1,703
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35.86
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Revised Forecast (B)
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26,267
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7,280
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6,430
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4,351
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2,005
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42.20
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Difference (B-A)
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994
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1,289
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2,287
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2,177
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302
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-
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Difference in ratio (%)
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3.9%
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21.5%
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55.2%
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100.1%
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17.7%
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-
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(Reference) 2022 Actual
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17,418
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1,377
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767
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(868)
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388
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8.19
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2)
Reasons for the differences
The first is that the sales revenue of ETUARY®, the main product of our consolidated subsidiary, Beijing Continent Pharmaceuticals Co., Ltd.,
has been exceeding the plan in the second half of the fiscal year as in the first half.
Second, as disclosed on June 15, 2023, our consolidated subsidiary Cullgen Inc. is generating monthly sales revenue that exceeds the previous forecast
based on the strategic alliance agreement signed with Astellas Pharma Inc.
Third, the exchange rates previously used for earnings forecast (US$1 = ¥130.77 and RMB1 = ¥19.38) have been revised to US$1 = ¥138.24 and RMB1 = ¥19.62.
As a result of these factors, revenue and profit are expected to significantly exceed the full-year forecast announced on August 3, 2023, and we have now
revised our full-year consolidated forecast.
This material contains statements concerning the current plans, expectations and strategies of GNI Group Ltd. (“the Company”). Any statements contained
herein that pertain to future operating performance and that are not historic facts are forward-looking statements. Forward-looking statements may include, but are not limited to, words such as “believe,” “plan,” “strategy,” “expect,” “forecast,”
“possibility” and similar words that describe future operating activities, business performance, events or conditions. Forward-looking statements, whether spoken or written, are based on judgments made by the management of the Company, based on
information that is currently available to it. As such, these forward-looking statements are subject to various risks and uncertainties, and actual business results may vary substantially from the forecasts expressed or implied in forward-looking
statements. Consequently, investors are cautioned not to place undue reliance on forward-looking statements.
The information contained in this material does not constitute or form part of any offer for sale or subscription of or solicitation or invitation of any
offer to buy or subscribe for any securities, nor shall it or any part of it form the basis of or be relied on in connection with any contract or commitment whatsoever. Any decision to invest in or acquire securities of the Company must be based
wholly on the information contained in the preliminary offering circular issued or to be issued by the Company in connection with any such offer and not on the contents hereof.