Gyre Therapeutics Inc.

05/06/2026 | Press release | Distributed by Public on 05/06/2026 18:41

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
GNI Group Ltd.
2. Issuer Name and Ticker or Trading Symbol
GYRE THERAPEUTICS, INC. [GYRE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
NIHONBASHI-HONCHO YS BLDG 3F, 2-2-2 NIHONBASHI-HONCHO, CHUO-KU
3. Date of Earliest Transaction (Month/Day/Year)
05/04/2026
(Street)
TOKYO 103-0023
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Preferred Stock (1) 05/04/2026 J 458,120(2)(3) (1) (4) Common Stock 2,290,600 (1) 458,120(2)(3) I See Remarks(5)
Series B Preferred Stock (1) 05/04/2026 J 2,143,706(2)(3) (1) (4) Common Stock 10,718,530 (1) 2,143,706(2)(3) I See Remarks(6)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GNI Group Ltd.
NIHONBASHI-HONCHO YS BLDG 3F
2-2-2 NIHONBASHI-HONCHO, CHUO-KU
TOKYO 103-0023
X
GNI USA, Inc.
NIHONBASHI-HONCHO YS BLDG 3F
2-2-2 NIHONBASHI-HONCHO, CHUO-KU
TOKYO 103-0023
X

Signatures

/s/ Thomas Eastling, as attorney-in-fact for GNI Group Ltd. 05/06/2026
**Signature of Reporting Person Date
/s/ Thomas Eastling, as attorney-in-fact for GNI USA, Inc. 05/06/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Following Stockholder Approval, each share of Series B Preferred Stock will be convertible, at the option of the holder, into five shares of common stock, subject to certain limitations, including the Beneficial Ownership Limitation (as such terms are defined in the Certificate of Designation for Series B Preferred Stock filed with the Securities and Exchange Commission as Exhibit 3.1 to the Issuer's Form 8-K filed on March 2, 2026).
(2) Effective as of May 4, 2026 (the "Effective Time"), a wholly-owned subsidiary of the Issuer merged with and into Cullgen Inc. ("Cullgen") with Cullgen surviving as a wholly-owned subsidiary of the Issuer (the "Merger").
(3) Represents the number of shares of Series B Preferred Stock of the Issuer received by the Reporting Person in the Merger in exchange for the shares of capital stock of Cullgen held by the Reporting Person prior to the Merger. Each share of capital stock of Cullgen held at the Effective Time was exchanged for 0.4753 divided by five shares of Series B Preferred Stock.
(4) The Series B Preferred Stock has no expiration date.
(5) These securities are held by GNI Group Ltd., a company incorporated under the laws of Japan with limited liability ("GNI Japan"). GNI USA, Inc., a Delaware corporation ("GNI USA") is a wholly-owned subsidiary of GNI Japan. GNI USA may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to be the indirect beneficial owner of the securities held by GNI Japan.
(6) These securities are held by GNI USA. GNI Japan may be deemed for purposes of Section 16 of the Exchange Act to be the indirect beneficial owner of the securities held by GNI USA.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Gyre Therapeutics Inc. published this content on May 06, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 07, 2026 at 00:41 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]