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 518, 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 DriveSuite 150San Diego, CA		92130
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 ~~whichregistered~~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~~On August 18, 2025, the board of ~~Interim~~directors ~~Chief~~(the ~~Executive~~“Board”) ~~Officer~~of Gyre Therapeutics, Inc. (the “Company”) appointed Dan Weng, M.D. as a Class II director of the Company. GNI Group Ltd. (TSE: 2160), the Company’s parent company, identified Dr. Weng to the Company’s Nominating and Corporate Governance Committee for consideration for a position on the Board and supports his appointment.

OnDr. ~~August 5~~Weng, ~~2025~~age 63, ~~the~~has ~~Company~~served ~~appointed~~as ~~current~~President and Chief Executive ~~Chair~~Officer ~~Ping~~of ~~Zhang~~Medelis, asInc., ~~Interim~~a specialty oncology contract research organization, since April 2018. From October 2013 to June 2017, Dr. Weng was Chairman, President and Chief Executive Officer of ~~the~~EPS ~~Company~~International Holding Co., toa ~~succeed~~subsidiary ~~Han~~of ~~Ying~~EPS Holdings, PhInc.D., ~~who~~a ~~resigned~~global ~~from~~contract research organization. During his ~~position~~tenure asat ~~Chief~~EPS, ~~Executive~~Dr. ~~Officer~~Weng onoversaw ~~such~~significant ~~date~~growth, organically and through M&A in Asia, ~~order~~and had an active role in corporate strategy and investor relations. Prior to ~~take~~Medelis onand aEPS, ~~new~~Dr. ~~role~~Weng asheld ~~the~~executive ~~Company’s~~positions ~~Senior~~at various international contract research organizations, including as Vice President of ROW, ~~Science~~Medpace, Inc., President of ROW, ICON Plc, Senior Director of Far East, PharmaNet Development Group and Chief Representative of China, Quintiles Translational Corp. Dr. Weng has also held research positions at Harvard Medical School, Massachusetts General Hospital and the University of California. Dr. Weng obtained his M.D. from the Tongji Medical University, China, and holds an M.A. in Health Planning, Policy and Management from the University of Leeds. He received his undergraduate degree in human psychology from the Psychology Institute of Sino-Academy of Sciences.

~~Mr.~~In ~~Zhang,~~connection ~~age~~with ~~51,~~his ~~has~~appointment ~~served~~to ~~as a director of~~ the ~~Company since January 2025 and as Executive Chair of the board of directors (the “~~Board”), ~~since March 2025~~Dr. HeWeng ~~has~~will ~~also~~be ~~served~~entitled asto ~~Chairman~~receive ~~and~~compensation ~~legal~~in ~~representative~~accordance ofwith the Company’s ~~majority,~~non-employee ~~indirectly~~director ~~owned~~compensation ~~subsidiary,~~policy ~~Beijing Continent Pharmaceuticals Co., Ltd. (d/b/a Gyre Pharmaceuticals Co., Ltd.) since April 2025, and~~ as agenerally ~~director~~described ~~and~~in ~~an executive officer of~~ the Company’s ~~parent~~Definitive ~~company,~~Proxy ~~GNI~~Statement ~~Group~~filed ~~Ltd.~~on ~~(TSE:~~April ~~2160) (“GNI Japan”)~~21, ~~since March~~ 2025. MrDr. ~~Zhang~~Weng ~~was~~is ~~the~~also ~~Lead~~entering ~~Director~~into of the Company’s ~~from~~standard ~~January~~form ~~2025~~of toindemnification ~~March 2025. Mr. Zhang has served as a Managing Partner at String Capital Management Co.~~agreement, ~~Limited,~~ a ~~private~~form ~~equity~~of ~~investment~~which ~~firm,~~was ~~since~~previously ~~2018.~~filed ~~From 2015 to 2018, he served~~ as ~~Head~~Exhibit ~~of Private Equity and Venture Capital Investments at AEON Life Insurance Company, Ltd~~10.3 ~~Prior~~ to ~~that, from 2011 to 2015, he led~~ the ~~China-focused~~Company’s ~~funds~~Current ofReport ~~Japan Asia Investment Co., Ltd., focusing~~ on ~~cross-border~~Form ~~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~~8-~~based~~K ~~mid-cap~~filed ~~buyout~~on ~~fund.~~October ~~Between 2004 and 2008~~30, ~~he established and led the investment banking and venture capital arm of Mitsubishi UFJ Financial Group in China, serving as its Chief Executive Officer~~2023. 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.

InThere ~~connection~~are ~~with~~no ~~his~~arrangements ~~appointment~~or asunderstandings ~~Interim~~between ~~Chief~~Dr. ~~Executive~~Weng ~~Officer,~~and ~~Mr.~~any ~~Zhang~~other ~~received~~person apursuant ~~grant~~to ofwhich ~~250,000~~he ~~stock~~was ~~options~~appointed toas ~~purchase~~director ~~shares~~ of the Company’s; ~~common~~there ~~stock,~~are ~~25%~~no offamily ~~which~~relationships ~~will~~between ~~vest~~Dr. onWeng ~~August~~and 5,any ~~2026,~~director ~~with~~or ~~the~~executive ~~remaining~~officer ~~vesting~~of inthe Company; ~~equal~~and ~~monthly~~Dr. ~~installments~~Weng ~~over~~is ~~the~~not ~~following~~a ~~three~~party ~~years,~~to ~~subject~~any totransactions ~~Mr.~~of ~~Zhang’s~~the ~~continued~~type ~~service~~that towould ~~the~~require ~~Company~~disclosure ~~through~~under ~~each~~Item ~~vesting~~404(a) ~~date~~of Regulation S-K.

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~~appointment 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 Securities Exchange Act of 1934, as amended (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 of 1933, as amended 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 1122, 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
Date: August 22, 2025	By:	/s/ Ping Zhang
	Name:	Ping Zhang
	Title:	Executive Chairman and Interim Chief Executive Officer

Filing Compare · GYRE THERAPEUTICS, INC.