UNITED STATES
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): June 4, 2025

Gyre Therapeutics, Inc.
(Exact name of registrant as specified in its charter)

Delaware
000-51173
56-2020050
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

12770 High Bluff Drive
Suite 150
San Diego, CA
  
92130
(Address of principal executive offices)
  
(Zip Code)

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):

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
  
Trading Symbol(s)
  
Name of each exchange on which
registered
Common Stock
  
GYRE
  
The Nasdaq Capital Market

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 5.07.
Submission of Matters to a Vote of Security Holders.
 
On June 4, 2025, Gyre Therapeutics, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”).  As of the close of business on April 10, 2025, the record date for the Annual Meeting, there were 93,742,602 shares of common stock entitled to vote at the meeting.
 
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 21, 2025.  The final voting results are set forth below.
 
Proposal 1: Election of Directors
 
The following Class I director nominees were elected to serve until the 2028 Annual Meeting of Stockholders based upon the following votes:
 
Nominee
Votes
For
Votes
Withheld
Broker
Non-Votes
•          Gordon Carmichael, Ph.D.
69,249,334
297,881
2,778,540
•          Songjiang Ma
69,385,506
161,709
2,778,540
•          Ping Zhang
69,320,687
226,528
2,778,540

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:
 
Votes
For
Votes
Against
Abstentions
Broker
Non-Votes
69,505,961
39,318
1,936
2,778,540

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, 2025 was ratified as follows:
 
Votes
For
Votes
Against
Abstentions
Broker
Non-Votes
72,175,754
3,738
146,263
0

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.

 
GYRE THERAPEUTICS, INC.
   
Date: June 5, 2025
By:
/s/ Han Ying, Ph.D.
 
Name:
Han Ying, Ph.D.
 
Title:
Chief Executive Officer