S-3/A 1 ny20070577x2_s3a.htm S-3/A

As filed with the Securities and Exchange Commission on July 13, 2026

Registration No. 333-296957

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

PRE-EFFECTIVE AMENDMENT NO. 1

FORM S-3

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 Number)

12730 High Bluff Drive

Suite 250

San Diego, CA 92130

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Joshua Bergmann

General Counsel and Corporate Secretary

Gyre Therapeutics, Inc.

12730 High Bluff Drive

Suite 250

San Diego, CA 92130

(858) 284-0115

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Ryan A. Murr

Branden C. Berns

Gibson, Dunn & Crutcher LLP

One Embarcadero Center, Suite 2600

San Francisco, CA 94111-3715

(415) 393-8200

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

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.


Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☒
		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 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.


			PAGE
ABOUT THIS PROSPECTUS			1
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS			2
PROSPECTUS SUMMARY			5
RISK FACTORS			10
USE OF PROCEEDS			12
SELLING STOCKHOLDERS			13
DESCRIPTION OF CAPITAL STOCK			17
PLAN OF DISTRIBUTION			22
LEGAL MATTERS			24
EXPERTS			24
WHERE YOU CAN FIND MORE INFORMATION			25
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE			26


Name of Selling Stockholders⁽¹⁾	Common Stock Beneficially Owned Before Offering⁽²⁾	Common Stock that May Be Offered Pursuant to Prospectus	Common Stock Beneficially Owned After Offering⁽²⁾
			Number	Percentage (%)
BC NovLigase Limited⁽³⁾	954,417	954,417	—	—
Dr. Yue Xiong⁽⁴⁾	2,376,500	2,376,500	—	—
Galaxy Alpha L.P.⁽⁵⁾	190,883	190,883	—	—
Entities affiliated with GNI Japan⁽⁶⁾	86,323,020	14,090,462	72,232,558	64.8%
HSG Venture VII Holdco, Ltd.⁽⁷⁾	3,750,299	3,750,299	—	—
JT International Capital Management Ltd.⁽⁸⁾	381,767	381,767	—	—
Kazuhiro Kawauchi⁽⁹⁾	11,224	11,224	—	—
MSA China Venture Fund II L.P.⁽¹⁰⁾	572,650	572,650	—	—
Neutron Star HK Limited⁽¹¹⁾	2,059,296	2,059,296	—	—
Entities affiliated with Octagon Capital Advisors LP⁽¹²⁾	954,416	954,416	—	—
Shenzhen Xinxifuxing Investment Partnership (Limited Partnership)⁽¹³⁾	905,057	905,057	—	—
Sirius Medical Limited⁽¹⁴⁾	724,045	724,045	—	—
The Jian Jin and Xufang Ye Revocable Trust⁽¹⁵⁾	2,376,500	2,376,500	—	—
Wuxi Guolian Industry Synergy Investment Center (Limited Partnership)⁽¹⁶⁾	905,057	905,057	—	—
Yuanqing Bencao Investment Limited⁽¹⁷⁾	954,417	954,417	—	—
Satya Das⁽¹⁸⁾	10,400	10,400	—	—
Hengxu Wei⁽¹⁹⁾	64,402	64,402	—	—
John Sasaki⁽²⁰⁾	16,635	16,635	—	—
Yang Yang⁽²¹⁾	4,436	4,436	—	—


SEC registration fee			$25,372.82
Printing and engraving			17,500
Legal fees and expenses			250,000
Accounting fees and expenses			20,000
Transfer agent and registrar fees and expenses			5,000
Miscellaneous expenses			55,000
Total			$372,872.82


Exhibit No.			Description
2.1			Agreement and Plan of Merger and Reorganization, dated March 2, 2026, by and among Gyre Therapeutics, Inc., Helix Merger Sub Corp. and Cullgen Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on March 2, 2026).

3.1			Restated Certificate of Incorporation of Gyre Therapeutics, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Form 10-Q filed on November 13, 2024).

3.2			Amended and Restated Bylaws of Gyre Therapeutics, Inc. (incorporated by reference to Exhibit 3.3 to the Company’s Form 8-K filed on October 30, 2023).

3.3(a)			Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock, filed with the Delaware Secretary of State on April 10, 2017 (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on August 13, 2017).

3.3(b)			Certificate of Elimination of Series A Preferred Stock, filed with the Delaware Secretary of State on March 25, 2024 (incorporated by reference to Exhibit 3.6(b) to the Company’s Form 10-K filed on March 17, 2024).

3.4(a)			Certificate of Designation of Preferences, Rights and Limitations of Series X Convertible Preferred Stock, filed with the Delaware Secretary of State on December 27, 2022 (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on December 27, 2022).

3.4(b)			Amendment to Certificate of Designation of Preferences, Rights and Limitations of Series X Convertible Preferred Stock, filed with the Delaware Secretary of State on October 30, 2023 (incorporated by reference to Exhibit 3.2 to the Company’s Form 8-K filed on October 30, 2023).

3.5(a)			Certificate of Designation of Preferences, Rights and Limitations of Series Y Preferred Stock, filed with the Delaware Secretary of State on June 20, 2023, with respect to the Series Y Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on June 20, 2023).

3.5(b)			Certificate of Elimination of Series Y Preferred Stock, filed with the Delaware Secretary of State on August 31, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on August 31, 2023).

3.6			Form of Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock.

4.1			Form of Warrant to Purchase Series X Convertible Preferred Stock (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on October 30, 2023).

4.2			Form of Registration Rights Agreement, by and among Gyre Therapeutics, Inc. and certain investors signatory thereto (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on March 2, 2026).

5.1			Opinion of Gibson, Dunn & Crutcher LLP.


Exhibit No.			Description
10.1			Form of Company Support Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on March 2, 2026).

10.2			Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K filed on March 2, 2026).

10.3			Securities Purchase Agreement by and between the Company and GNI USA, dated October 27, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on October 30, 2023).

23.1			Consent of Grant Thornton Zhitong Certified Public Accountants LLP, Independent Registered Public Accounting Firm.

23.2			Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).

24.1			Power of Attorney (included on the signature page to the registration statement).

107			Filing Fee Table.


			GYRE THERAPEUTICS, INC.

			By:			/s/ Ying Luo
						Ying Luo
						Chief Executive Officer and President


Signature	Title	Date

/s/ Ying Luo	Chief Executive Officer, President and Director (Principal Executive Officer)	July 13, 2026
Ying Luo		July 13, 2026

*	Chief Financial Officer (Principal Financial and Accounting Officer)	July 13, 2026
Thomas Eastling		July 13, 2026

	Chairman	July 13, 2026
Ping Zhang	Chairman	July 13, 2026

*	Director	July 13, 2026
Gordon G. Carmichael, Ph.D.	Director	July 13, 2026

*	Director	July 13, 2026
David M. Epstein, Ph.D.	Director	July 13, 2026

*	Director	July 13, 2026
Rodney L. Nussbaum	Director	July 13, 2026

*	Director	July 13, 2026
Renate Parry, Ph.D.	Director	July 13, 2026

*	Director	July 13, 2026
Dan Weng, M.D.	Director	July 13, 2026