[8-K] Gyre Therapeutics, Inc. Reports Material Event

Rhea-AI Filing Summary

Gyre Therapeutics reported a leadership transition and furnished a press release with its quarterly results. Ping Zhang was appointed Interim Chief Executive Officer effective August 5, 2025, succeeding Han Ying, Ph.D., who resigned as CEO and as a director to become the companys Senior Vice President, Science. Mr. Zhang has served as a company director since January 2025 and as Executive Chair since March 2025, and his background includes senior roles in private equity, venture capital and corporate leadership in China and Japan.

In connection with the interim CEO appointment, Mr. Zhang received a grant of 250,000 stock options, with 25% vesting on August 5, 2026 and the remainder vesting in equal monthly installments over the following three years, subject to continued service. The company furnished a press release as Exhibit 99.1 announcing financial results for the three and six months ended June 30, 2025, and listed the interactive data cover page as Exhibit 104.

Positive

• Ping Zhang appointed Interim CEO, providing leadership continuity as he already served as Executive Chair and director
• Grant of 250,000 stock options with multi-year vesting aligns executive incentives with long-term service
• Filing states Dr. Ying's departure was not due to any dispute, reducing immediate governance concern
• Company furnished a press release as Exhibit 99.1 announcing financial results for the three and six months ended June 30, 2025

Negative

• Han Ying, Ph.D. resigned as Chief Executive Officer and as a director, representing a change in top management
• The 8-K does not include the financial results themselves, only a furnished press release, so readers cannot assess financial impact from this filing alone

Insights

Corporate Governance Expert

TL;DR: Executive chair becomes interim CEO; board continuity maintained and compensation aligns leadership with long-term service.

The appointment of Ping Zhang as Interim CEO shifts executive leadership to an existing board member and Executive Chair, which supports continuity in governance and strategic oversight. Mr. Zhangs detailed biography in the filing documents extensive cross-border investment and operational experience, and the option grant of 250,000 shares with multi-year vesting ties his compensation to continued service. The filing explicitly states Dr. Yings board departure was not due to any dispute, reducing governance-related red flags. Investors should note the formalities: Exhibit 99.1 contains the companys financial results, but the 8-K does not disclose the results themselves.

Financial Analyst

TL;DR: Leadership change noted; financial impact unclear because the press release with Q2 results is furnished but not reproduced in the filing.

The 8-K documents an operational change that is material from a corporate-event perspective but does not present financial metrics. Management continuity is preserved by promoting an existing Executive Chair to Interim CEO, and the option award aligns incentives through multi-year vesting. The filing confirms that a press release reporting the three- and six-month financials ended June 30, 2025 was issued and furnished as Exhibit 99.1; however, without the press release text or quantitative results in this filing, no conclusions about revenue, profitability or cash position can be drawn from the 8-K alone.

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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): August 5, 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 2.02 Results of Operations and Financial Condition.

On August 11, 2025, Gyre Therapeutics, Inc. (the “Company”) issued a press release announcing its financial results for the three and six months ended June 30, 2025 and other matters described. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

As provided in General Instruction B.2 of Form 8-K, the information in this Item 2.02 and Exhibit 99.1 incorporated herein shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall such information or Exhibit 99.1 be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Interim Chief Executive Officer

On August 5, 2025, the Company appointed current Executive Chair Ping Zhang as Interim Chief Executive Officer of the Company, to succeed Han Ying, Ph.D., who resigned from his position as Chief Executive Officer on such date in order to take on a new role as the Company’s Senior Vice President, Science.

Mr. Zhang, age 51, has served as a director of the Company since January 2025 and as Executive Chair of the board of directors (the “Board”) since March 2025. He has also served as Chairman and legal representative of the Company’s majority, indirectly owned subsidiary, Beijing Continent Pharmaceuticals Co., Ltd. (d/b/a Gyre Pharmaceuticals Co., Ltd.) since April 2025, and as a director and an executive officer of the Company’s parent company, GNI Group Ltd. (TSE: 2160) (“GNI Japan”), since March 2025. Mr. Zhang was the Lead Director of the Company from January 2025 to March 2025. Mr. Zhang has served as a Managing Partner at String Capital Management Co., Limited, a private equity investment firm, since 2018. From 2015 to 2018, he served as Head of Private Equity and Venture Capital Investments at AEON Life Insurance Company, Ltd. Prior to that, from 2011 to 2015, he led the China-focused funds of Japan Asia Investment Co., Ltd., focusing on cross-border investments between Japan and China. From 2008 to 2010, Mr. Zhang was the only mainland Chinese Managing Director and Partner at AEA Investors LP, a New York-based mid-cap buyout fund. Between 2004 and 2008, he established and led the investment banking and venture capital arm of Mitsubishi UFJ Financial Group in China, serving as its Chief Executive Officer. Earlier in his career, he held roles at Mitsui & Co. and Itochu Corporation. Mr. Zhang also currently serves as a director of Asian Star Co. (TSE: 8946). He holds a B.S. in Polymer Science from Fudan University and his M.B.A. in Finance from the University of Chicago Booth School of Business.

In connection with his appointment as Interim Chief Executive Officer, Mr. Zhang received a grant of 250,000 stock options to purchase shares of the Company’s common stock, 25% of which will vest on August 5, 2026, with the remaining vesting in equal monthly installments over the following three years, subject to Mr. Zhang’s continued service to the Company through each vesting date.

There are no arrangements or understandings between Mr. Zhang and any other persons pursuant to which he was selected as an officer; he has no family relationships with any of the Company’s directors or executive officers; and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Departure of Chief Executive Officer and Director

In connection with his resignation as Chief Executive Officer, Dr. Ying also resigned as a member of the Board, effective as of August 5, 2025. Dr. Ying’s departure from the Board was not the result of any dispute or disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Dr. Ying’s Employment Agreement, dated as of January 15, 2024 and filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K/A filed on January 19, 2024, remains in full force and effect, except that the Company and Dr. Ying entered into a Letter Agreement to memorialize Dr. Ying’s employment transition.

Item 7.01  Regulation FD Disclosure.

A copy of the Company’s press release announcing the foregoing appointments is furnished hereto as Exhibit 99.1.

The information in this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01  Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are being furnished herewith:

Exhibit Number		Exhibit Title or Description
99.1		Press Release, dated August 11, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: August 11, 2025	By:	/s/ Ping Zhang
	Name:	Ping Zhang
	Title:	Executive Chairman and Interim Chief Executive Officer

FAQ

What change in leadership did Gyre Therapeutics (GYRE) announce?

The company appointed Ping Zhang as Interim Chief Executive Officer effective August 5, 2025, and Han Ying, Ph.D. resigned as CEO and as a director.

What compensation did the new interim CEO of GYRE receive?

Mr. Zhang received a grant of 250,000 stock options; 25% vest on August 5, 2026 and the remainder vests in equal monthly installments over the following three years, subject to continued service.

Did the filing state any dispute related to the CEOs departure?

Yes. The filing explicitly states Dr. Yings departure from the board was not the result of any dispute or disagreement with the company on any matter relating to operations, policies or practices.

Where can investors find Gyres reported financial results for Q2 2025?

The company issued a press release announcing financial results for the three and six months ended June 30, 2025, which is furnished as Exhibit 99.1 to the 8-K.

Does the 8-K include the financial numbers for the periods ended June 30, 2025?

No. The 8-K states a press release with the results was furnished as Exhibit 99.1, but the filing itself does not reproduce the financial figures.