UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Gyre Therapeutics, Inc.
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(Name of Issuer)
Common Stock, par value $0.001
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(Title of Class of Securities)
403783 103
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(CUSIP Number)
Ying Luo, Ph.D.
GNI Group Ltd.
Nihonbashi-Honcho YS Bldg. 3rd Floor
2-2-2 Nihonbashi-Honcho, Chuo-ku,
103-0023 Tokyo, Japan
+81-3-6214-3600
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October 30, 2023
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ☐
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* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 403783 103
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1.
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Names of Reporting Persons
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GNI USA, Inc.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) ☐
(b) ☐
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
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OO
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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☐
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6.
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Citizenship or Place of Organization
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Delaware
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Number of Shares Beneficially by Owned by Each Reporting Person With
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7. Sole Voting Power
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0
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8. Shared Voting Power
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73,313,885(1)
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9. Sole Dispositive Power
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0
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10. Shared Dispositive Power
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73,313,885(1)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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73,313,885(1)
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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☐
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13.
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Percent of Class Represented by Amount in Row (11)
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85.36%(2)
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14.
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Type of Reporting Person (See Instructions)
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CO
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CUSIP No. 403783 103
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1.
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Names of Reporting Persons
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GNI Group Ltd.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) ☐
(b) ☐
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
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OO
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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☐
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6.
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Citizenship or Place of Organization
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Japan
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Number of Shares Beneficially by Owned by Each Reporting Person With
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7. Sole Voting Power
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0
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8. Shared Voting Power
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73,313,885(1)
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9. Sole Dispositive Power
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0
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10. Shared Dispositive Power
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73,313,885(1)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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73,313,885(1)
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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☐
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13.
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Percent of Class Represented by Amount in Row (11)
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85.36%(2)
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14.
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Type of Reporting Person (See Instructions)
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CO
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(a) |
This Amendment is being filed jointly by (i) GNI Group Ltd., a company incorporated under the laws of Japan with limited liability (“GNI Japan”) and (ii) GNI USA, Inc., a Delaware corporation (“GNI USA” and, together with GNI Japan, the
“Reporting Persons”).
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(b) |
The principal business address of GNI Japan is Nihonbashi-Honcho YS Bldg. 3rd Floor, 2-2-2 Nihonbashi-Honcho, Chuo-ku, 103-0023 Tokyo, Japan and the principal business address of GNI USA is 12730 High Bluff Drive, Suite 250, San Diego, CA
92130.
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(c) |
GNI Japan is a vertically integrated multinational bio-pharma company, comprised of drug research, clinical development, manufacturing, sales and marketing. GNI USA is a wholly-owned subsidiary of GNI Japan.
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(d) |
Neither of the Reporting Persons, within the last five years, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
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(e) |
Neither of the Reporting Persons, during the last five years, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, which as a result of such proceeding were or are subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws.
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(f) |
Not applicable.
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(a)-(b) |
The information contained on the cover pages and Item 2 to this Amendment is incorporated herein by reference.
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(a) |
To the knowledge of the Reporting Persons, among the persons named in Schedule A hereto, Mr. Thomas Eastling owns 376,032 shares of Common Stock, which consists of (1) 341,652 shares underlying options held by Mr. Eastling that are
exercisable as of the date of this Amendment or will become exercisable within 60 days after such date and (2) 34,380 shares underlying options held by Ms. Ruoyu Chen, spouse of Mr. Eastling, that are exercisable as of the date of this
Amendment or will become exercisable within 60 days after such date; and Ying Luo, Ph.D. owns 8,454,028 shares of Common Stock, which consists of (1) 2,840,376 shares held of record by the spouse of Dr. Luo immediately after the
Contributions, (2) 3,350,897 shares underlying options held by Dr. Luo that are exercisable as of the date of this Amendment or will become exercisable within 60 days after such date, and (3) 2,262,755 shares underlying options held by Dr.
Luo’s spouse that are exercisable as of the date of this Amendment or will become exercisable within 60 days after such date.
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(c) |
Except as set forth in Item 3 and Item 4 above, none of the Reporting Persons, and to the best knowledge of the Reporting Persons, none of the persons named in Schedule A hereto, has effected any transactions in the shares of
Common Stock during the past 60 days.
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(d) |
Not applicable.
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(e) |
Not applicable.
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Dated: November 1, 2023
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GNI Group Ltd.
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/s/ Thomas Eastling
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By: | Thomas Eastling | |
Its: | Attorney-in-fact | |
Dated: November 1, 2023
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GNI USA, Inc.
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/s/ Thomas Eastling | ||
By: | Thomas Eastling | |
Its: |
Director |
Name and Position
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Business Office Address
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Present Principal Occupation
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Citizenship
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Ying Luo, Ph.D. (Director, Representative Executive Officer, President and CEO, Executive Committee Member)
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Nihonbashi-Honcho YS Bldg. 3rd Floor
2-2-2 Nihonbashi-Honcho, Chuo-ku, 103-0023 Tokyo, Japan
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Chief Executive Officer of GNI Group Ltd.
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United States of America
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Kan-ichiro Suzuki (Director, Executive Officer, Vice President, Executive Committee Member)
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Nihonbashi-Honcho YS Bldg. 3rd Floor
2-2-2 Nihonbashi-Honcho, Chuo-ku, 103-0023 Tokyo, Japan
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Vice President of GNI Group Ltd.
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Japan
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Thomas Eastling (Director, Executive Committee Member)
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Nihonbashi-Honcho YS Bldg. 3rd Floor
2-2-2 Nihonbashi-Honcho, Chuo-ku, 103-0023 Tokyo, Japan
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Chief Financial Officer of Cullgen Inc.
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United States of America
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Hideaki Sashiwa (External Director)
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Nihonbashi-Honcho YS Bldg. 3rd Floor
2-2-2 Nihonbashi-Honcho, Chuo-ku, 103-0023 Tokyo, Japan
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President of Nippon Concierge Co., Ltd.
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Japan
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Kanako Kikuchi (External Director)
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Nihonbashi-Honcho YS Bldg. 3rd Floor
2-2-2 Nihonbashi-Honcho, Chuo-ku, 103-0023 Tokyo, Japan
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President of UCB Japan Co. Ltd.
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Japan
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Kazuki Sekitani (External Director)
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Nihonbashi-Honcho YS Bldg. 3rd Floor
2-2-2 Nihonbashi-Honcho, Chuo-ku, 103-0023 Tokyo, Japan
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Director of EPS Holdings, Inc.
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Japan
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Ryosuke Matsui (External Director)
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Nihonbashi-Honcho YS Bldg. 3rd Floor
2-2-2 Nihonbashi-Honcho, Chuo-ku, 103-0023 Tokyo, Japan
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External Director of GNI Group Ltd.
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Japan
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Name and Position
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Business Office Address
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Present Principal Occupation
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Citizenship
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Ying Luo
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Nihonbashi-Honcho YS Bldg. 3rd Floor
2-2-2 Nihonbashi-Honcho, Chuo-ku
103-0023 Tokyo, Japan
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Director, President and Chief Executive Officer
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United States of America
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Thomas Eastling
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12730 High Bluff Drive
Suite 250
San Diego, CA 92130
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Director, Treasurer and Secretary
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United States of America
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