UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 12, 2024
Gyre Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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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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(Address of principal executive offices)
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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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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. ☐
On June 12, 2024, Gyre Therapeutics, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). As of the close of business on April 18,
2024, the record date for the Annual Meeting, there were 85,466,672 shares of common stock entitled to vote at the meeting.
| Item 5.03. |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Fourth Amended and Restated Certificate of Incorporation, as amended (the
“Certificate of Incorporation”), to extend the exculpation provisions contained therein to certain officers and make certain other changes (the “Amendment”).
On June 14, 2024, the Company filed a Certificate of Amendment (the “Certificate of Amendment”) to the Certificate of Incorporation with the Secretary of State of the
State of Delaware to effect the Amendment, which became effective immediately upon such filing.
The foregoing description of the Certificate of Amendment does not purport to be complete and is subject to and qualified in its entirety by reference to the Certificate
of Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
| Item 5.07. |
Submission of Matters to a Vote of Security Holders.
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At the Annual Meeting, each of the Company’s director nominees was elected and the other proposals voted on were approved. The proposals are described in the Company’s
definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 29, 2024. The final voting results are set forth below.
Proposal 1: Election of Directors
The following Class III director nominees were elected to serve until the 2027 Annual Meeting of Stockholders based upon the following votes:
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Nominee
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Votes
For
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Votes
Withheld
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Broker
Non-Votes
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• Thomas Eastling
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68,900,969
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211,021
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331,358
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• Renate Parry, Ph.D.
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69,107,060
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4,930
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331,358
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• Rodney Nussbaum
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69,107,047
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4,943
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331,358
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Proposal 2: Non-Binding Advisory Vote on Executive Compensation
The compensation of the Company’s named executive officers was approved, on a non-binding, advisory basis, as follows:
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Votes
For
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Votes
Against
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Abstentions
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Broker
Non-Votes
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69,101,285
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7,487
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3,218
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331,358
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Proposal 3: Ratification of Independent Auditor
The appointment of Grant Thornton Zhitong Certified Public Accountants LLP as the Company’s independent registered public accounting firm for the year ending December 31,
2024 was ratified as follows:
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Votes
For
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Votes
Against
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Abstentions
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Broker
Non-Votes
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69,435,580
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7,601
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167
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0
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Proposal 4: Approval of the Amendment to the Certificate of Incorporation
An amendment of the Company’s Certificate of Incorporation to extend the exculpation provisions contained therein to certain officers and make certain other changes was
approved as follows:
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Votes
For
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Votes
Against
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Abstentions
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Broker
Non-Votes
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68,971,890
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136,936
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3,164
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331,358
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| Item 9.01 |
Financial Statements and Exhibits.
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(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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Certificate of Amendment to the Fourth Amended and Restated Certificate of Incorporation of Gyre Therapeutics, Inc.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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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