Gyre Therapeutics (NASDAQ: GYRE) investors back directors, pay and Series B conversion

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Gyre Therapeutics, Inc. reported results of its 2026 Annual Meeting of Stockholders. There were 96,994,001 shares of common stock entitled to vote as of the April 16, 2026 record date.

Stockholders elected Class II directors David M. Epstein, Ph.D. and Dan Weng, M.D. to serve until the 2029 annual meeting. A non-binding advisory vote approved executive compensation. Stockholders also ratified Grant Thornton Zhitong Certified Public Accountants LLP as independent auditor for 2026 and approved issuing common stock upon conversion of Series B Convertible Preferred Stock in accordance with Nasdaq Listing Rule 5635(a).

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares entitled to vote: 96,994,001 shares Votes for David M. Epstein: 70,160,332 votes Votes for Dan Weng: 70,483,425 votes +3 more

6 metrics

Shares entitled to vote 96,994,001 shares Common stock entitled to vote as of April 16, 2026 record date

Votes for David M. Epstein 70,160,332 votes Election as Class II director at 2026 annual meeting

Votes for Dan Weng 70,483,425 votes Election as Class II director at 2026 annual meeting

Say-on-pay support 70,478,374 votes for Non-binding advisory vote on executive compensation

Auditor ratification votes for 72,487,596 votes Ratification of Grant Thornton Zhitong for year ending December 31, 2026

Series B conversion approval votes for 70,497,125 votes Approval of issuing common stock upon conversion of Series B Convertible Preferred Stock

Key Terms

non-binding, advisory basis, Broker Non-Votes, Nasdaq Listing Rule 5635(a), Series B Convertible Preferred Stock, +1 more

5 terms

non-binding, advisory basis financial

"The compensation of the Company’s named executive officers was approved, on a non-binding, advisory basis, as follows"

A non-binding, advisory basis means a recommendation or decision that carries no legal force and does not obligate the parties to act; it’s similar to a friendly suggestion rather than a signed promise. For investors, this matters because such guidance can influence market expectations and management plans but offers no guarantee of follow-through, so investors should treat it as informative input rather than a firm commitment.

Broker Non-Votes financial

"Votes For | Votes Withheld | Broker Non-Votes • David M. Epstein, Ph.D."

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Nasdaq Listing Rule 5635(a) regulatory

"was approved, in accordance with Nasdaq Listing Rule 5635(a), as follows"

Series B Convertible Preferred Stock financial

"upon conversion of the Company’s Series B Convertible Preferred Stock, par value $0.001 per share, was approved"

Series B convertible preferred stock is a class of shares sold during a later-stage private financing that combines features of a loan and common stock: it usually pays priority dividends or has a priority claim if the company is sold, and it can be converted into common shares under predefined rules. Investors care because these shares affect ownership stakes and payout order—like having a reserved place in line and a ticket that can turn into regular ownership—so they influence potential returns and dilution for other shareholders.

independent registered public accounting firm financial

"as the Company’s independent registered public accounting firm for the year ending December 31, 2026 was ratified"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

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Understanding 8-K Material Events →

06/16/2026 - 06:30 AM

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 10, 2026

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.)

12730 High Bluff Drive Suite 250 San Diego, CA		92130
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (858) 284-0115

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 10, 2026, Gyre Therapeutics, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). As of the close of business on April 16, 2026, the record date for the Annual Meeting, there were 96,994,001 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 27, 2026. The final voting results are set forth below.

Proposal 1: Election of Directors

The following Class II director nominees were elected to serve until the 2029 Annual Meeting of Stockholders based upon the following votes:

Nominee	Votes For	Votes Withheld	Broker Non-Votes
• David M. Epstein, Ph.D.	70,160,332	354,109	1,985,197
• Dan Weng, M.D.	70,483,425	31,016	1,985,197

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
70,478,374	34,907	1,160	1,985,197

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, 2026 was ratified as follows:

Votes For	Votes Against	Abstentions	Broker Non-Votes
72,487,596	11,626	416	0

Proposal 4: Approval of Conversion of Series B Preferred Stock

The issuance of shares of the Company’s common stock, par value $0.001 per share, upon conversion of the Company’s Series B Convertible Preferred Stock, par value $0.001 per share, was approved, in accordance with Nasdaq Listing Rule 5635(a), as follows:

Votes For	Votes Against	Abstentions	Broker Non-Votes
70,497,125	16,031	1,285	1,985,197

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 16, 2026	By:	/s/ Thomas Eastling
	Name:	Thomas Eastling
	Title:	Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Gyre Therapeutics (GYRE) stockholders vote on at the 2026 annual meeting?

Stockholders voted on director elections, executive pay, auditor ratification, and approval of common stock issuance upon conversion of Series B Convertible Preferred Stock. All proposals received sufficient support based on the reported final voting results.

Which directors were elected at Gyre Therapeutics (GYRE) 2026 annual meeting?

Stockholders elected Class II directors David M. Epstein, Ph.D. and Dan Weng, M.D. Both will serve until the 2029 annual meeting, based on strong support in the reported vote tallies and limited withheld votes.

How did Gyre Therapeutics (GYRE) stockholders vote on executive compensation?

Stockholders approved the compensation of named executive officers on a non-binding advisory basis. The proposal received 70,478,374 votes for, 34,907 against, 1,160 abstentions, and 1,985,197 broker non-votes, indicating broad support among votes cast.

Which auditor did Gyre Therapeutics (GYRE) stockholders ratify for 2026?

Stockholders ratified Grant Thornton Zhitong Certified Public Accountants LLP as independent registered public accounting firm for the year ending December 31, 2026. The auditor ratification proposal received 72,487,596 votes for, 11,626 against, and 416 abstentions, with no broker non-votes reported.

What did Gyre Therapeutics (GYRE) approve regarding Series B Convertible Preferred Stock?

Stockholders approved issuing common stock upon conversion of the company’s Series B Convertible Preferred Stock. The proposal, required under Nasdaq Listing Rule 5635(a), received 70,497,125 votes for, 16,031 against, 1,285 abstentions, and 1,985,197 broker non-votes.

How many Gyre Therapeutics (GYRE) shares were entitled to vote at the 2026 meeting?

There were 96,994,001 shares of Gyre Therapeutics common stock entitled to vote at the annual meeting. This figure reflects the shares outstanding and eligible as of the April 16, 2026 record date used to determine voting rights.

Filing Exhibits & Attachments

3 documents