As filed with the Securities and Exchange Commission on August 27, 2026
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Gyre Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 56-2020050 | |
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
Gyre Therapeutics, Inc.
12730 High Bluff Drive, Suite 250
San Diego, California 92130
(Address, including zip code, of registrant’s principal executive offices)
Gyre Therapeutics, Inc. 2023 Omnibus Incentive Plan
(Full title of the plan)
Ying Luo, Ph.D.
President and Chief Executive Officer
Gyre Therapeutics, Inc.
12730 High Bluff Drive, Suite 250
San Diego, California 92130
(858) 284-0115
(Name, address and telephone number (including area code) of agent for service)
Copy to:
Sean Feller
Gibson, Dunn & Crutcher LLP
2000 Avenue of the Stars, Suite 1200N
Los Angeles, CA 90067-4700
(310) 552-8500
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐
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Smaller reporting company
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☒
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Emerging growth company
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☐
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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 7(a)(2)(B) of the Securities Act. ☐ | |||
EXPLANATORY NOTE
This Registration Statement on Form S-8 (this “Registration Statement”) is being filed pursuant to General Instruction E to Form S-8 for the purpose of registering an additional 4,565,700 shares of common stock, par value $0.001 per share, of Gyre Therapeutics, Inc., a Delaware corporation (the “Registrant”), under the Gyre Therapeutics, Inc. 2023 Omnibus Incentive Plan (the “Plan”), pursuant to the provisions of the Plan providing for an automatic increase in the number of shares reserved and available for issuance under the Plan on January 1, 2026. In accordance with General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registrant’s Registration Statements on Form S-8 filed by the Company with respect to the Plan on October 31, 2023 (SEC File No. 333-275222), March 28, 2024 (SEC File No. 333-278291), and March 20, 2025 (SEC File No. 333-285954), together with all exhibits filed therewith or incorporated therein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8.
Exhibits.
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Exhibit No.
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Exhibit Description
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4.1
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4.2
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4.3
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4.4
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4.5
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4.6
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4.7
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4.8
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4.9
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5.1*
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23.1*
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23.2*
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24.1*
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Power of Attorney (included on the signature page hereto). |
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99.1
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Gyre Therapeutics, Inc. 2023 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on October 30, 2023). |
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107.1*
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Filing Fee Table. |
*Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on August 27, 2026.
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Gyre Therapeutics, Inc.
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By:
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/s/ Ying Luo, Ph.D.
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Name:
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Ying Luo, Ph.D.
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Title:
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President and Chief Executive Officer
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KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Ying Luo and Thomas Eastling, or either of them, severally, the individual’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on August 27, 2026.
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Signature
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Title
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/s/ Ying Luo, Ph.D.
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President, Chief Executive Officer and Director
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Ying Luo, Ph.D.
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(Principal Executive Officer)
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/s/ Thomas Eastling
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Chief Financial Officer
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Thomas Eastling
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(Principal Financial and Accounting Officer)
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/s/ Yue Xiong, Ph.D.
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Yue Xiong, Ph.D.
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/s/ Ping Zhang
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Executive Chairman
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Ping Zhang
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/s/ Gordon G. Carmichael, Ph.D.
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Director
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Gordon G. Carmichael, Ph.D.
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/s/ Maxwell Kirkby
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Director
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Maxwell Kirkby
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/s/ Rodney L. Nussbaum
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Director
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Rodney L. Nussbaum
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/s/ Renate Parry, Ph.D.
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Director
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Renate Parry, Ph.D.
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/s/ Dan Weng, M.D.
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Director
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Dan Weng, M.D.
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/s/ Claire Weston, Ph.D.
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Director | ||
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Claire Weston, Ph.D.
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Exhibit 5.1
August 27, 2026
Gyre Therapeutics, Inc.
12730 High Bluff Drive, Suite 250
San Diego, California 92130
Re:
Gyre Therapeutics, Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the “Registration Statement”) of Gyre Therapeutics, Inc., a Delaware corporation (the “Company”), to be filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), in connection with the offering by the Company of up to an additional 4,565,700 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), under the Gyre Therapeutics, Inc. 2023 Omnibus Incentive Plan (the “Plan”).
We have examined the originals, or photostatic or certified copies, of such records of the Company and certificates of officers of the Company and of public officials and such other documents as we have deemed relevant and necessary as the basis for the opinions set forth below. In our examination, we have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. We have also assumed that there are no agreements or understandings between or among the Company and any participants in the Plan that would expand, modify or otherwise affect the terms of the Plan or the respective rights or obligations of the participants thereunder. Finally, we have assumed the accuracy of all other information provided to us by the Company during the course of our investigations, on which we have relied in issuing the opinion expressed below.
Based upon the foregoing examination and in reliance thereon, and subject to the qualifications, assumptions and limitations stated herein and in reliance on the statements of fact contained in the documents that we have examined, we are of the opinion that the Common Stock, when issued and sold in accordance with the terms set forth in the Plan, as applicable, and against payment therefor in accordance with the terms of the form of agreement documenting the awards under which the Common Stock may be issued, and when the Registration Statement has become effective under the Securities Act, will be validly issued, fully paid and non-assessable.
We render no opinion herein as to matters involving the laws of any jurisdiction other than the Delaware General Corporation Law (the “DGCL”). This opinion is limited to the effect of the current state of the DGCL and the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such laws or the interpretations thereof or such facts. We express no opinion regarding any state securities laws or regulations.
We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name in the Registration Statement and the prospectus that forms a part thereof. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission.
Very truly yours,
/s/ Gibson, Dunn & Crutcher LLP
Gibson, Dunn & Crutcher LLP
2000 Avenue of
the Stars Suite 1200N | Los Angeles, CA 90067-4700 | T: 310.552.8500 | F: 310.552.7000 | gibsondunn.com
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have issued our reports dated March 13, 2026, with respect to the consolidated financial statements and internal control over financial reporting of Gyre Therapeutics, Inc. included in the Annual Report on Form 10-K for the year ended December 31, 2025, which are incorporated by reference in this Registration Statement. We consent to the incorporation by reference of the aforementioned reports in this Registration Statement.
/s/ Grant Thornton Zhitong Certified Public Accountants LLP
Beijing, China
August 27, 2026
Exhibit 107
Calculation of Filing Fee Tables
FORM S-8
(Form Type)
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
| Security Type | Security Class Title | Fee Calculation Rule | Amount Registered | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee |
| | | | | $ | $ | $ | |
| Total Offering Amounts | $ | $ | |||||
| Total Fee Offsets | |||||||
| Net Fee Due | $ | ||||||
| (1) | The "Amount Registered" represents 4,565,700 shares of common stock, par value $0.001 per share (the "Common Stock"), of Gyre Therapeutics, Inc. reserved for issuance under the Gyre Therapeutics, Inc. 2023 Omnibus Incentive Plan (the "Plan"). Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement on Form S-8 shall also cover such indeterminate number of additional shares of Common Stock as may become issuable to prevent dilution in the event of stock splits, stock dividends or similar transactions pursuant to the terms of the Plan. The "Proposed Maximum Offering Price Per Unit" and "Maximum Aggregate Offering Price" are calculated solely for the purpose of determining the registration fee pursuant to Rules 457(c) and (h) under the Securities Act, and based on the average of the high and low sale prices of the Common Stock, as quoted on The Nasdaq Capital Market on August 24, 2026. |