GYRE / Gyre Therapeutics, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

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 18, 2025 Gyre Therapeutics

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 18, 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

Gyre Therapeutics Announces the Appointment of Dan Weng, M.D., to Board of Directors

Exhibit 99.1 Gyre Therapeutics Announces the Appointment of Dan Weng, M.D., to Board of Directors SAN DIEGO, August 22, 2025 (GLOBE NEWSWIRE) – Gyre Therapeutics (“Gyre”) (Nasdaq: GYRE), an innovative, commercial-stage biopharmaceutical company dedicated to advancing fibrosis-first therapies across organ systems affected by chronic disease, today announced the appointment of Dan Weng, M.D., to its

Gyre Therapeutics Reports Second Quarter 2025 and Year-to-Date Financial Results and Provides Business and Leadership Update Net income of $1.6 million and $5.3 million for the three and six months ended June 30, 2025, respectively; reaffirms full-ye

Exhibit 99.1 Gyre Therapeutics Reports Second Quarter 2025 and Year-to-Date Financial Results and Provides Business and Leadership Update Net income of $1.6 million and $5.3 million for the three and six months ended June 30, 2025, respectively; reaffirms full-year revenue guidance of $118-128 million Ping Zhang, Executive Chairman, appointed interim CEO as Dr. Han Ying transitions to scientific l

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,

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-51173 Gyre Thera

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

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 Fi

2,222,222 Shares of Common Stock

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-283237 PROSPECTUS SUPPLEMENT (To Prospectus dated November 22, 2024) 2,222,222 Shares of Common Stock   Gyre Therapeutics, Inc. We are offering 2,222,222 shares of our common stock, par value $0.001 per share, pursuant to this prospectus supplement and the accompanying prospectus. The public offering price for each share of co

2,222,222 Shares of Common Stock Gyre Therapeutics, Inc. UNDERWRITING AGREEMENT

Exhibit 1.1 2,222,222 Shares of Common Stock Gyre Therapeutics, Inc. UNDERWRITING AGREEMENT May 22, 2025 JEFFERIES LLC As Representative of the several Underwriters c/o JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Introductory. Gyre Therapeutics, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): May 22, 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 Fi

May 22,2025 Hydronidone (F351) Phase 3 Trial in CHB-Associated Liver Fibrosis - Topline Data Review NASDAQ: GYRE Forward Looking Statements This presentation contains “forward-looking statements” within the meaning of the federal securities laws rega

Exhibit 99.2 May 22,2025 Hydronidone (F351) Phase 3 Trial in CHB-Associated Liver Fibrosis - Topline Data Review NASDAQ: GYRE Forward Looking Statements This presentation contains “forward-looking statements” within the meaning of the federal securities laws regarding the current plans, expectations and strategies of Gyre Therapeutics, Inc. and its subsidiaries (“Gyre”), which statements are subje

Gyre Therapeutics’ Hydronidone Met the Primary Endpoint and Demonstrated Statistically Significant Fibrosis Regression in Pivotal Phase 3 Trial for the Treatment of CHB-associated Liver Fibrosis in China

Exhibit 99.1 Gyre Therapeutics’ Hydronidone Met the Primary Endpoint and Demonstrated Statistically Significant Fibrosis Regression in Pivotal Phase 3 Trial for the Treatment of CHB-associated Liver Fibrosis in China • Achieved statistically significant ≥1-stage fibrosis regression at Week 52 vs. placebo (52.85% vs. 29.84%, P=0.0002). • Demonstrated favorable safety and tolerability profile: 4.88%

SUBJECT TO COMPLETION, DATED MAY 22, 2025

TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed.

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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): May 22, 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 Fi

Gyre Therapeutics Reports First Quarter 2025 Financial Results and Provides Business Update Net Income of $3.7 million; reaffirms Full-Year Revenue Guidance of $118–$128 million

Exhibit 99.1 Gyre Therapeutics Reports First Quarter 2025 Financial Results and Provides Business Update Net Income of $3.7 million; reaffirms Full-Year Revenue Guidance of $118–$128 million • Q1 2025 revenue of $22.1 million; GAAP basic EPS: $0.03 • Completed data collection and achieved database lock for the pivotal Phase 3 trial of Hydronidone in Chronic Hepatitis B (“CHB”)-associated liver fib

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-51173 Gyre Ther

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 9, 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 Fil

Corporate Presentation April 2025 Developing Anti-Fibrotic Therapeutics for Chronic Organ Diseases Forward Looking Statements This presentation contains “forward-looking statements” within the meaning of the federal securities laws regarding the curr

Exhibit 99.1 Corporate Presentation April 2025 Developing Anti-Fibrotic Therapeutics for Chronic Organ Diseases Forward Looking Statements This presentation contains “forward-looking statements” within the meaning of the federal securities laws regarding the current plans, expectations and strategies of Gyre Therapeutics, Inc. and its subsidiaries (“Gyre”), which statements are subject to substant

Regulation FD Disclosure, Financial Statements and Exhibits

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): April 28, 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )         Filed by the Registrant     ☒     Filed by a Party other than the Registrant      ☐         Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  ☐

As filed with the Securities and Exchange Commission on March 20, 2025

As filed with the Securities and Exchange Commission on March 20, 2025 Registration No.

Filing Fee Table.

Exhibit 107.1 Calculation of Filing Fee Tables FORM S-8 (Form Type) Gyre Therapeutics, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity (1) Common stock, par val

Description of Securities.

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Gyre Therapeutics, Inc. (“we,” “our,” “us,” or the “Company”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (“1934 Act”): our common stock. The following summary of the terms of our common stock is based upon ou

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 17, 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One)

The UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-51173 Gyre Therapeutics

List of subsidiaries of the Company.

EXHIBIT 21.1 SUBSIDIARIES OF GYRE THERAPEUTICS, INC. Note: Gyre Therapeutics, Inc. or one of its Subsidiaries has 100% ownership of the Subsidiaries listed below, except for Beijing Continent Pharmaceuticals Co., Ltd. (65.2%) and Beijing Continent Biomedical Technology Co., Ltd (65.2%). Subsidiaries Jurisdiction Further Challenger International Limited British Virgin Islands Nepenthe Holdings Limi

Gyre Therapeutics Reports Fourth Quarter and Full Year 2024 Financial Results and Provides Business Update Data from pivotal Phase 3 trial in CHB-associated liver fibrosis expected in Q2 2025 Commercial launch in the PRC of generic nintedanib for the

Exhibit 99.1 Gyre Therapeutics Reports Fourth Quarter and Full Year 2024 Financial Results and Provides Business Update Data from pivotal Phase 3 trial in CHB-associated liver fibrosis expected in Q2 2025 Commercial launch in the PRC of generic nintedanib for the treatment of IPF and avatrombopag maleate tablets for the treatment of CLD-associated thrombocytopenia expected in 2025 Initiation of U.

Insider Trading Policy of the Company.

GYRE THERAPEUTICS, INC. INSIDER TRADING POLICY (dated October 30, 2023) I. INTRODUCTION Federal and state laws prohibit buying, selling, gifting or making other transfers of securities by persons who have material information that is not generally known or available to the public. These laws also prohibit persons with such material nonpublic information (“MNPI”) from disclosing this information to

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 14, 2025 Gyre Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 000-51173 56-2020050 (State or other jurisdiction of incorporation) (Commissi

Consolidated Financial Results for FY2024 (IFRS)

Exhibit 99.1 GNI Group Ltd. (2160) FY2024 Consolidated Financial Results The following information was originally prepared and published by GNI Group Ltd. in Japanese as it contains timely disclosure materials to be submitted to the Tokyo Stock Exchange. This English summary translation is for reference purposes only. To the extent there is any discrepancy between this English translation and the

Gyre Therapeutics Announces the Appointment of Ping Zhang to Board of Directors

Exhibit 99.1 Gyre Therapeutics Announces the Appointment of Ping Zhang to Board of Directors SAN DIEGO, January 6, 2025 (GLOBE NEWSWIRE) – Gyre Therapeutics (“Gyre”) (Nasdaq: GYRE), a self-sustainable, commercial-stage biotechnology company with clinical development programs focusing on a variety of chronic organ diseases, today announced the appointment of Ping Zhang to its Board of Directors (th

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): December 31, 2024 Gyre Therapeuti

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): December 31, 2024 Gyre Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 000-51173 56-2020050 (State or other jurisdiction of incorporation) (Commissi

OPEN MARKET SALE AGREEMENTSM

Exhibit 1.1 OPEN MARKET SALE AGREEMENTSM November 27, 2024 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Gyre Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), shares of the Company’s commo

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): November 27, 2024 Gyre Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 000-51173 56-2020050 (State or other jurisdiction of incorporation) (Commissi

Up to $50,000,000 Common Stock

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No 333-283237 PROSPECTUS SUPPLEMENT (To Prospectus dated November 22, 2024)   Up to $50,000,000 Common Stock We have entered into an Open Market Sale AgreementSM (“Sales Agreement”) with Jefferies LLC (“Jefferies” or the “Sales Agent”) relating to shares of our common stock, $0.

November 20, 2024

November 20, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Tamika N. Sheppard Re: Gyre Therapeutics, Inc. Registration Statement on Form S-3 (File No. 333-283237) Ladies and Gentlemen: Gyre Therapeutics, Inc. hereby respectfully requests that, pursuant to Rules 460 and 461 promulgated under the Securities A

As filed with the Securities and Exchange Commission on November 14, 2024.

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 14, 2024.

Unaudited Pro Forma Condensed Combined Statement of Operations For the Year Ended December 31, 2023 (in thousands, except per share data)

Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION On October 30, 2023, Gyre Therapeutics, Inc. (the “Company” or “Gyre”, previously known as Catalyst Biosciences, Inc. or “Catalyst”) consummated the transactions (the “Contributions”) contemplated by the Business Combination Agreement as described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “

Calculation of Filing Fee Tables Form S-3 (Form Type) Gyre Therapeutics, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Gyre Therapeutics, Inc.

GYRE THERAPEUTICS, INC. Debt Securities Dated as of , 202 [ ], as Trustee CROSS-REFERENCE TABLE This Cross-Reference Table is not a part of the Indenture TIA Section Indenture Section 310(a)(1) 7.10 (a)(2) 7.10 (a)(3) N.A. (a)(4) N.A. (b) 7.08; 7.10;

Exhibit 4.4 GYRE THERAPEUTICS, INC. Debt Securities Indenture Dated as of , 202 [ ], as Trustee CROSS-REFERENCE TABLE This Cross-Reference Table is not a part of the Indenture TIA Section Indenture Section 310(a)(1) 7.10 (a)(2) 7.10 (a)(3) N.A. (a)(4) N.A. (b) 7.08; 7.10; 12.02 311(a) 7.11 (b) 7.11 (c) N.A. 312(a) 2.05 (b) 12.03 (c) 12.03 313(a) 7.06 (b)(1) N.A. (b)(2) 7.06 (c) 12.02 (d) 7.06 314(

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-51173 Gyre

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): November 13, 2024 Gyre Therapeuti

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): November 13, 2024 Gyre Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 000-51173 56-2020050 (State or other jurisdiction of incorporation) (Commissi

Gyre Therapeutics Reports Third Quarter 2024 and Year-To-Date Financial Results and Provides Business Update Last patient completed pivotal Phase 3 trial in CHB-associated liver fibrosis in the PRC with data expected in Q1 2025 On track to initiate U

Exhibit 99.1 Gyre Therapeutics Reports Third Quarter 2024 and Year-To-Date Financial Results and Provides Business Update Last patient completed pivotal Phase 3 trial in CHB-associated liver fibrosis in the PRC with data expected in Q1 2025 On track to initiate U.S. Phase 2 trial of F351 in MASH-associated liver fibrosis in 2025 Commercial launch of avatrombopag maleate tablets expected by the fir

Restated Certificate of Incorporation of the Company.

Exhibit 3.1 RESTATED CERTIFICATE OF INCORPORATION OF GYRE THERAPEUTICS, INC. Pursuant to Section 245 of the General Corporation Law of the State of Delaware (the “DGCL”), Gyre Therapeutics, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the DGCL, hereby submits the following for the purpose of amending and restating its Certificate of Incorp

GYRE / Gyre Therapeutics, Inc. / Ma Songjiang - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Gyre Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 403783 103 (CUSIP Number) 12770 High Bluff Drive, Suite 150 San Diego, California, 92130 (858) 567-7770 (Name, Address and Telephone Number of

GYRE / Gyre Therapeutics, Inc. / Luo Ying - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Gyre Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 403783 103 (CUSIP Number) 12770 High Bluff Drive, Suite 150 San Diego, California, 92130 (858) 567-7770 (Name, Address and Telephone Number of

JOINT FILING AGREEMENT

Exhibit 1 JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”), the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of Gyre Therapeutics, Inc.

JOINT FILING AGREEMENT

EX-99.1 2 ef20035610ex99-1.htm EXHIBIT 1 Exhibit 1 JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”), the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation ther

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-51173 Gyre Thera

Gyre Therapeutics Reports Second Quarter 2024 and Year-To-Date Financial Results and Provides Business Update Received NMPA approval of avatrombopag maleate tablets for the treatment of CLD-associated thrombocytopenia, expanding rare disease product

Exhibit 99.1 Gyre Therapeutics Reports Second Quarter 2024 and Year-To-Date Financial Results and Provides Business Update Received NMPA approval of avatrombopag maleate tablets for the treatment of CLD-associated thrombocytopenia, expanding rare disease product lines Received IND approval from NMPA to evaluate F230 for the treatment of pulmonary arterial hypertension U.S. IND submission for F351

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 13, 2024 Gyre Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 000-51173 56-2020050 (State or other jurisdiction of incorporation) (Commission

Regulation FD Disclosure

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 6, 2024 Gyre Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 000-51173 56-2020050 (State or other jurisdiction of incorporation) (Commission

Gyre Therapeutics Announces Appointment of David M. Epstein, Ph.D., to Board of Directors

Exhibit 99.1 Gyre Therapeutics Announces Appointment of David M. Epstein, Ph.D., to Board of Directors SAN DIEGO, Aug. 8, 2024 (GLOBE NEWSWIRE) – Gyre Therapeutics (“Gyre”) (Nasdaq: GYRE), a self-sustainable, commercial-stage biotechnology company with clinical development programs focusing on a variety of chronic organ diseases, today announced the appointment of David M. Epstein, Ph.D., to Gyre’

July 12, 2024

July 12, 2024 VIA EDGAR Division of Corporate Finance Securities and Exchange Commission 100 F Street, N.

July 12, 2024

July 12, 2024 VIA EDGAR Division of Corporate Finance Securities and Exchange Commission 100 F Street, N.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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 28, 2024 Gyre Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 000-51173 56-2020050 (State or other jurisdiction of incorporation) (Commission F

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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 12, 2024 Gyre Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 000-51173 56-2020050 (State or other jurisdiction of incorporation) (Commission F

FOURTH CERTIFICATE OF AMENDMENT TO THE FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GYRE THERAPEUTICS, INC.

Exhibit 3.1 FOURTH CERTIFICATE OF AMENDMENT TO THE FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GYRE THERAPEUTICS, INC. Gyre Therapeutics, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), does hereby certify as follows: 1. The current name of t

As filed with the Securities and Exchange Commission on May 30, 2024

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on May 30, 2024 Registration No.

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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): May 30, 2024 Gyre Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 000-51173 56-2020050 (State or other jurisdiction of incorporation) (Commission Fi

UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION

EXHIBIT 99.1 UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION On October 30, 2023, Gyre Therapeutics, Inc. (the “Company” or “Gyre”, previously known as Catalyst Biosciences, Inc. or “Catalyst”) consummated the transactions (the “Contributions”) contemplated by the Business Combination Agreement as described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “

Unaudited Pro Forma Condensed Combined Statement of Operations For the Year Ended December 31, 2023 (in thousands, except per share data)

Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION On October 30, 2023, Gyre Therapeutics, Inc. (the “Company” or “Gyre”, previously known as Catalyst Biosciences, Inc. or “Catalyst”) consummated the transactions (the “Contributions”) contemplated by the Business Combination Agreement as described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “

Calculation of Filing Fee Tables Form S-3 (Form Type) Gyre Therapeutics, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Gyre Therapeutics, Inc.

Gyre Pharmaceuticals Receives IND Approval from China’s NMPA to Evaluate F230 for the Treatment of Pulmonary Arterial Hypertension

Exhibit 99.1 Gyre Pharmaceuticals Receives IND Approval from China’s NMPA to Evaluate F230 for the Treatment of Pulmonary Arterial Hypertension SAN DIEGO, May 30, 2024 (GLOBE NEWSWIRE) – Gyre Therapeutics (“Gyre”) (Nasdaq: GYRE), a clinical-stage, self-sustainable biotechnology company developing anti-fibrotic therapeutics for a variety of chronic organ diseases, today announced that the Center fo

As filed with the Securities and Exchange Commission on May 30, 2024.

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on May 30, 2024.

GYRE THERAPEUTICS, INC. Debt Securities Dated as of , 202 [ ], as Trustee CROSS-REFERENCE TABLE This Cross-Reference Table is not a part of the Indenture TIA Section Indenture Section 310(a)(1) 7.10 (a)(2) 7.10 (a)(3) N.A. (a)(4) N.A. (b) 7.08; 7.10;

Exhibit 4.4 GYRE THERAPEUTICS, INC. Debt Securities Indenture Dated as of , 202 [ ], as Trustee CROSS-REFERENCE TABLE This Cross-Reference Table is not a part of the Indenture TIA Section Indenture Section 310(a)(1) 7.10 (a)(2) 7.10 (a)(3) N.A. (a)(4) N.A. (b) 7.08; 7.10; 12.02 311(a) 7.11 (b) 7.11 (c) N.A. 312(a) 2.05 (b) 12.03 (c) 12.03 313(a) 7.06 (b)(1) N.A. (b)(2) 7.06 (c) 12.02 (d) 7.06 314(

Calculation of Filing Fee Tables Form S-3 (Form Type) Gyre Therapeutics, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Gyre Therapeutics, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-51173 Gyre Ther

Gyre Therapeutics Reports First Quarter 2024 Financial Results and Provides Business Update Phase 3 clinical trial evaluating F351 for the treatment of CHB-associated liver fibrosis in the PRC remains on track with data anticipated by early 2025 U.S.

Exhibit 99.1 Gyre Therapeutics Reports First Quarter 2024 Financial Results and Provides Business Update Phase 3 clinical trial evaluating F351 for the treatment of CHB-associated liver fibrosis in the PRC remains on track with data anticipated by early 2025 U.S. IND submission to evaluate F351 for the treatment of NASH-associated liver fibrosis expected in late 2024; Phase 2a trial expected to in

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 9, 2024 Gyre Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 000-51173 56-2020050 (State or other jurisdiction of incorporation) (Commission Fil

Notification of Conclusion of License Agreement by Gyre Pharmaceuticals Co.

Exhibit 99.1 Notification of Conclusion of License Agreement by Gyre Pharmaceuticals Co. GNI Group (“the Company”) is pleased to announce that Gyre Pharmaceuticals Co. Ltd., aka Beijing Continent Pharmaceuticals Co., Ltd. (“BC”), a consolidated subsidiary of the Company, has executed a comprehensive agreement with Jiangsu Wangao Pharmaceuticals Co., Ltd. to acquire the rights to generic Nintedanib

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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): May 7, 2024 Gyre Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 000-51173 56-2020050 (State or other jurisdiction of incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rul

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  ☐

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☒ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule

Filing Fee Table.

Exhibit 107.1 Calculation of Filing Fee Tables FORM S-8 (Form Type) Gyre Therapeutics, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title(1) Fee Calculation Rule(2) Amount Registered(3) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, pa

As filed with the Securities and Exchange Commission on March 27, 2024

As filed with the Securities and Exchange Commission on March 27, 2024 Registration No.

List of subsidiaries of the Company.

EXHIBIT 21.1 SUBSIDIARIES OF GYRE THERAPEUTICS, INC. Note: Gyre Therapeutics, Inc. or one of its Subsidiaries has 100% ownership of the Subsidiaries listed below, except for Beijing Continent Pharmaceuticals Co., Ltd. (65.2%) and Beijing Continent Biomedical Technology Co., Ltd (65.2%). Subsidiaries Jurisdiction Further Challenger International Limited British Virgin Islands Nepenthe Holdings Limi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One)

The UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-51173 Gyre Therapeutics

Clawback Policy of the Company

GYRE THERAPEUTICS, INC. INCENTIVE COMPENSATION CLAWBACK POLICY Recoupment of Incentive-Based Compensation It is the policy of Gyre Therapeutics, Inc. (the “Company”) that, in the event the Company is required to prepare an accounting restatement of the Company’s financial statements due to material non-compliance with any financial reporting requirement under the federal securities laws (including

Certificate of Elimination of Series A Preferred Stock, filed with the

GYRE THERAPEUTICS, INC. CERTIFICATE OF ELIMINATION OF SERIES A PREFERRED STOCK Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware Pursuant to the provisions of Section 151(g) of the General Corporation Law of the State of Delaware (the “General Corporation Law”), Gyre Therapeutics, Inc. (the “Company”), a corporation organized and existing under and by virtue of the

Exhibit 4.1

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Gyre Therapeutics, Inc. (“we,” “our,” “us,” or the “Company”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (“1934 Act”): our common stock. The following summary of the terms of our common stock is based upon ou

Gyre Therapeutics Reports Full Year 2023 Financial Results and Provides Business Update Data readout from Phase 3 clinical trial in the People's Republic of China (“PRC”) evaluating F351 for the treatment of CHB-associated liver fibrosis expected by

Exhibit 99.1 Gyre Therapeutics Reports Full Year 2023 Financial Results and Provides Business Update Data readout from Phase 3 clinical trial in the People's Republic of China (“PRC”) evaluating F351 for the treatment of CHB-associated liver fibrosis expected by early 2025 U.S. Phase 2a clinical trial evaluating F351 for the treatment of NASH-associated liver fibrosis planned for 2025 Appointed Dr

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 26, 2024 Gyre Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 000-51173 56-2020050 (State or other jurisdiction of incorporation) (Commission

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): March 22, 2024 Gyre Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 000-51173 56-2020050 (State or other jurisdiction of incorporation) (Commission

Regulation FD Disclosure, Entry into a Material Definitive Agreement

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): March 20, 2024 Gyre Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 000-51173 56-2020050 (State or other jurisdiction of incorporation) (Commission

Gyre Therapeutics Expands Board of Directors with Appointment of Rodney L. Nussbaum

Exhibit 99.1 Gyre Therapeutics Expands Board of Directors with Appointment of Rodney L. Nussbaum SAN DIEGO, Mar. 21, 2024 (GLOBE NEWSWIRE) – Gyre Therapeutics (“Gyre”) (Nasdaq: GYRE), a clinical-stage biotechnology company developing anti-fibrotic therapeutics for a variety of chronic organ diseases, today announced the appointment of Rodney L. Nussbaum to the Company’s Board of Directors and as a

Consolidated Financial Results for FY2023 (IFRS)

Exhibit 99.1 The following information was originally prepared and published by GNI Group Ltd. in Japanese as it contains timely disclosure materials to be submitted to the Tokyo Stock Exchange. This English summary translation is for reference purposes only. To the extent there is any discrepancy between this English translation and the original Japanese version, please refer to the Japanese vers

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 8, 2024 Gyre Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 000-51173 56-2020050 (State or other jurisdiction of incorporation) (Commissio

US4037831033 / GYRE THERAPEUTICS INC / LYTTON LAURENCE W Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Gyre Therapeutics, Inc. (f/k/a Catalyst Biosciences, Inc.) (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 403783103 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropr

US4037831033 / GYRE THERAPEUTICS INC / GNI Group Ltd. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* Gyre Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 403783 103 (CUSIP Number) Ying Luo, Ph.D. GNI Group Ltd. Nihonbashi-Honcho YS Bldg. 3rd Floor 2-2-2 Nihonbashi-Honcho, Chuo-ku, 103-0023 Tokyo, Japan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 15, 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 15, 2024 (December 11, 2023) Gyre Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 000-51173 56-2020050 (State or other j

Employment Agreement, dated as of January 15, 2024, by and between the Company and Dr. Han Ying.

Exhibit 10.1 Execution EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of January 15, 2024, by and between Gyre Therapeutics, Inc., a Delaware corporation (the “Company”), and Han Ying (the “Executive”). W I T N E S S E T H: WHEREAS, the Company desires to employ the Executive and the Executive desires to be employed by the Company, upon the terms and conditions hereina

Beijing Continent Pharmaceuticals Co., Ltd. Condensed Consolidated Balance Sheets (In thousands, except share and per share amounts)

Exhibit 99.1 Beijing Continent Pharmaceuticals Co., Ltd. Condensed Consolidated Balance Sheets (In thousands, except share and per share amounts) September 30, 2023 December 31, 2022 (Unaudited) Assets Current assets: Cash $ 25,345 $ 23,464 Accounts and note receivables, net 14,093 17,136 Inventories, net 4,411 6,122 Prepaid assets 355 377 Other current assets 1,462 843 Total current assets: 45,66

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 30, 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 30, 2023 Gyre Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 000-51173 56-2020050 (State or other jurisdiction of incor

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The unaudited pro forma condensed combined information does not give effect to any potential exercises of the Gyre Options granted in respect of the BC Options or conversion of Convertible Preferred Stock. The following unaudited pro forma condensed combined financial information gives effect to the Contributions and other r

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): December 11, 2023 Gyre Therapeuti

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): December 11, 2023 Gyre Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 000-51173 56-2020050 (State or other jurisdiction of incorporation) (Commissi

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): December 6, 2023 Gyre Therapeutic

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): December 6, 2023 Gyre Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 000-51173 56-2020050 (State or other jurisdiction of incorporation) (Commissio

GNI Group Updates Other Income and Full Year 2023 Consolidated Earnings Forecasts

Exhibit 99.1 Dec 6, 2023 Company Name: GNI Group Ltd. Representative: Director, Representative Executive Officer, President and CEO Ying Luo, PhD (Security Code: 2160, TSE Growth) Contact Person: Chief Financial Officer Toshiya Kitagawa (TEL. 03-6214-3600) GNI Group Updates Other Income and Full Year 2023 Consolidated Earnings Forecasts GNI Group Ltd., (TSE Growth security code: 2160, “the Company

November 29, 2023

November 29, 2023 VIA EDGAR Division of Corporate Finance Securities and Exchange Commission 100 F Street, N.

GYRE / Gyre Therapeutics Inc / GNI Group Ltd. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Gyre Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 403783 103 (CUSIP Number) Ying Luo, Ph.D. GNI Group Ltd. Nihonbashi-Honcho YS Bldg. 3rd Floor 2-2-2 Nihonbashi-Honcho, Chuo-ku, 103-0023 Tokyo, Japan

Quarterly Report (3Q of 23rd Fiscal Period) July 1, 2023 To September 30, 2023 GNI Group Ltd. 2-2, Nihonbashi-Honcho 2-chome, Chuo-ku, Tokyo

Exhibit 99.1 Quarterly Report (3Q of 23rd Fiscal Period) July 1, 2023 To September 30, 2023 GNI Group Ltd. 2-2, Nihonbashi-Honcho 2-chome, Chuo-ku, Tokyo - 1 - Contents [Cover] 3 1st Section [Corporate Information] 4 1st [Overview of the Company] 4 1 [Trends in Major Management Indicators] 4 2 [Description of business] 4 Second [Business Conditions] 4 1 [Business Risks] 5 2 [Management's Discussio

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): November 14, 2023 Gyre Therapeuti

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): November 14, 2023 Gyre Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 000-51173 56-2020050 (State or other jurisdiction of incorporation) (Commissi

Calculation of Filing Fee Tables Form S-3 (Form Type) Gyre Therapeutics, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Gyre Therapeutics, Inc.

As filed with the Securities and Exchange Commission on November 9, 2023

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 9, 2023 Registration No.

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): November 13, 2023 Gyre Therapeuti

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): November 13, 2023 Gyre Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 000-51173 56-2020050 (State or other jurisdiction of incorporation) (Commissi

Gyre Therapeutics Presents Poster at the American Association for the Study of Liver Diseases (AASLD) Annual Liver Meeting

Exhibit 99.1 Gyre Therapeutics Presents Poster at the American Association for the Study of Liver Diseases (AASLD) Annual Liver Meeting SAN DIEGO, Calif., Nov. 13, 2023 – Gyre Therapeutics (“Gyre”) (NASDAQ: GYRE), a clinical-stage biotechnology company developing anti-fibrotic therapeutics for a variety of chronic liver diseases, today announced the presentation of a poster at the American Associa

GNI Group Updates Full Year 2023 Consolidated Earnings Forecast

Exhibit 99.1 Nov 6, 2023 Company Name: GNI Group Ltd. Representative: Director, Representative Executive Officer, President and CEO Ying Luo, PhD (Security Code: 2160, TSE Growth) Contact Person: Chief Financial Officer Toshiya Kitagawa (TEL. 03-6214-3600) GNI Group Updates Full Year 2023 Consolidated Earnings Forecast GNI Group Ltd., (TSE Growth security code: 2160, “the Company” below) today ann

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): November 6, 2023 Gyre Therapeutic

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): November 6, 2023 Gyre Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 000-51173 56-2020050 (State or other jurisdiction of incorporation) (Commissio

Separation Agreement, dated October 30, 2023, by and between the Company and Seline Miller.

Exhibit 10.2 Separation Benefits The documents in this section pertain to both (1) your last pay check and (2) your severance benefits (cash compensation and COBRA). Highlights: • Your formal last day of employment will be effective October 30, 2023. • We request that we receive your signed Exit Paperwork via Adobe Sign no later than October 30, 2023. • In order to receive your severance and reten

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

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): October 30, 2023 Gyre Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 000-51173 56-2020050 (State or other jurisdiction of incorporation) (Commissio

Separation Agreement, dated October 30, 2023, by and between the Company and Dr. Nassim Usman.

Exhibit 10.1 Separation Benefits The documents in this section pertain to both (1) your last pay check and (2) your severance benefits. Highlights: • Your formal last day of employment will be effective October 30, 2023. • We request that we receive your signed Exit Paperwork via Adobe Sign no later than October 30, 2023. • In order to receive your severance and retention bonus, your signature is

Letter to the SEC from EisnerAmper LLC, dated November 2, 2023.

Exhibit 16.1 November 2, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read Item 4.01 of Form 8-K dated October 30, 2023 of Gyre Therapeutics, Inc. (formerly known as Catalyst Biosciences, Inc.) and are in agreement with the statements contained therein as it regards our firm. We have no basis to agree or disagree with other statement

82,696,181 Shares COMMON STOCK Offered by the Selling Stockholders

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-273395 Prospectus Supplement (to prospectus dated October 27, 2023)   82,696,181 Shares COMMON STOCK Offered by the Selling Stockholders On October 27, 2023, Gyre Therapeutics, Inc. (formerly known as Catalyst Biosciences, Inc., the “Company”) filed a prospectus (the “Prospectus”) with the U.S. Securities and Exchange Commissi

GYRE / Gyre Therapeutics Inc / GNI Group Ltd. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Gyre Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 403783 103 (CUSIP Number) Ying Luo, Ph.D. GNI Group Ltd. Nihonbashi-Honcho YS Bldg. 3rd Floor 2-2-2 Nihonbashi-Honcho, Chuo-ku, 103-0023 Tokyo, Japan

Exhibit A

EX-99.(A) 2 ny20009756x8ex99a.htm EXHIBIT 99(A) Exhibit 99(a) GNI HONG KONG SHARE PURCHASE AGREEMENT This GNI HONG KONG SHARE PURCHASE AGREEMENT (this “Agreement”), is made as of October 27, 2023, by and between GNI Hong Kong Limited, a company incorporated under the laws of Hong Kong with limited liability (“Seller”) and GNI Group Ltd., a company incorporated under the laws of Japan with limited

Gyre Therapeutics, Inc. 2023 Omnibus Incentive Plan.

Exhibit 99.1 GYRE THERAPEUTICS, INC. 2023 OMNIBUS INCENTIVE PLAN 1. Purposes of the Plan. The purposes of this Gyre Therapeutics, Inc. 2023 Omnibus Incentive Plan (as amended from time to time, the “Plan”) is to motivate and reward employees and other individuals to perform at the highest level and contribute significantly to the success of Catalyst Biosciences, Inc., a Delaware corporation (the “

CBIO / Catalyst Biosciences Inc / GNI Group Ltd. - SC 13D/A Activist Investment

SC 13D/A 1 ny20009756x8sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* CATALYST BIOSCIENCES, INC. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 14888D208 (CUSIP Number) Ying Luo, Ph.D. Nihonbashi-Honcho YS Bldg. 3rd Floor 2-2-2 Nihonbashi-Honcho,

Exhibit B

EX-99.(B) 3 ny20009756x8ex99b.htm EXHIBIT 99(B) Exhibit 99(b) GNI GROUP CONTRIBUTION AND EXCHANGE AGREEMENT This GNI GROUP CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is made as of October 27, 2023, by and between GNI Group Ltd., a company incorporated under the laws of Japan with limited liability (“GNI Group”) and GNI USA, Inc., a Delaware corporation (“GNI USA”) (each of GNI Group an

Amended and Restated Bylaws of the Registrant.

Exhibit 4.7 AMENDED AND RESTATED BYLAWS OF GYRE THERAPEUTICS, INC. (a Delaware corporation) Article I CORPORATE OFFICES Section 1.1 Registered Office. The registered office of Gyre Therapeutics, Inc., a Delaware corporation (the “Corporation”), shall be fixed in the Certificate of Incorporation of the Corporation (as the same may be amended and/or restated from time to time, the “Certificate of In

As filed with the Securities and Exchange Commission on October 30, 2023

As filed with the Securities and Exchange Commission on October 30, 2023 Registration No.

Third Certificate of Amendment to the Fourth Amended and Restated Certificate of Incorporation of the Registrant.

Exhibit 4.4 THIRD CERTIFICATE OF AMENDMENT TO THE FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CATALYST BIOSCIENCES, INC. Catalyst Biosciences, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), does hereby certify as follows: 1. The current name

Filing Fee Table.

Exhibit 107.1 Calculation of Filing Fee Tables FORM S-8 (Form Type) GYRE THERAPEUTICS, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value

Amendment to Certificate of Designation of Preferences, Rights and Limitations of Series X Convertible Preferred Stock.

Exhibit 4.6 GYRE THERAPEUTICS, INC. AMENDMENT TO CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES X CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW This AMENDMENT TO CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES X CONVERTIBLE PREFERRED STOCK, dated as of October 30, 2023 (this “Amendment”), is ente

Third Certificate of Amendment to the Fourth Amended and Restated Certificate of Incorporation of the Company.

Exhibit 3.1 THIRD CERTIFICATE OF AMENDMENT TO THE FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CATALYST BIOSCIENCES, INC. Catalyst Biosciences, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), does hereby certify as follows: 1. The current name

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): October 27, 2023 Gyre Therapeutic

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): October 27, 2023 Gyre Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 000-51173 56-2020050 (State or other jurisdiction of incorporation) (Commissio

Gyre Therapeutics, Inc. 2023 Omnibus Incentive Plan

Exhibit 10.2 GYRE THERAPEUTICS, INC. 2023 OMNIBUS INCENTIVE PLAN 1. Purposes of the Plan. The purposes of this Gyre Therapeutics, Inc. 2023 Omnibus Incentive Plan (as amended from time to time, the “Plan”) is to motivate and reward employees and other individuals to perform at the highest level and contribute significantly to the success of Catalyst Biosciences, Inc., a Delaware corporation (the “

Employment Agreement, dated as of October 30, 2023, by and between the Company and Charles Wu.

Exhibit 10.4 Execution Version EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of October 30, 2023, by and between Gyre Therapeutics, Inc., a Delaware corporation (the “Company”), and Charles Wu (the “Executive”). W I T N E S S E T H: WHEREAS, the Company desires to employ the Executive and the Executive desires to be employed by the Company, upon the terms and conditio

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.

Exhibit 3.2 GYRE THERAPEUTICS, INC. AMENDMENT TO CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES X CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW This AMENDMENT TO CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES X CONVERTIBLE PREFERRED STOCK, dated as of October 30, 2023 (this “Amendment”), is ente

Employment Agreement, dated as of October 30, 2023, by and between the Company and Ruoyu Chen.

Exhibit 10.5 Execution Version EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of October 30, 2023, by and between Gyre Therapeutics, Inc., a Delaware corporation (the “Company”), and Ruoyu Chen (the “Executive”). W I T N E S S E T H: WHEREAS, the Company desires to employ the Executive and the Executive desires to be employed by the Company, upon the terms and conditio

Form of Indemnification Agreement

Exhibit 10.3 INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is entered into as of by and between Gyre Therapeutics, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”) and shall be deemed effective upon the earliest date that the Indemnitee is duly elected or appointed as a director or officer of the Company. RECITALS WHEREAS, the Board of Directors of

CATALYST BIOSCIENCES ANNOUNCES COMPLETION OF BUSINESS COMBINATION WITH BEIJING CONTINENT PHARMACEUTICALS AND IMPLEMENTATION OF NAME CHANGE AND REVERSE STOCK SPLIT

Exhibit 99.1 CATALYST BIOSCIENCES ANNOUNCES COMPLETION OF BUSINESS COMBINATION WITH BEIJING CONTINENT PHARMACEUTICALS AND IMPLEMENTATION OF NAME CHANGE AND REVERSE STOCK SPLIT October 30, 2023 at 12:00 PM EDT The combined company will operate as “Gyre Therapeutics, Inc.” with its common stock traded on Nasdaq under trading symbol “GYRE” effective Tuesday, October 31, 2023 SAN DIEGO, Calif., Octobe

Form of Warrant to Purchase Series X Convertible Preferred Stock.

Exhibit 4.1 THE OFFER AND SALE OF THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STA

Securities Purchase Agreement, dated as of October 27, 2023, by and between Catalyst Biosciences, Inc. and GNI USA, Inc.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of October 27, 2023, by and between Catalyst Biosciences, Inc., a Delaware corporation (the “Company”), and GNI USA, Inc., a Delaware corporation (“Purchaser”). RECITALS A. The Company and Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities r

Amended and Restated Bylaws of the Company.

Exhibit 3.3 AMENDED AND RESTATED BYLAWS OF GYRE THERAPEUTICS, INC. (a Delaware corporation) Article I CORPORATE OFFICES Section 1.1 Registered Office. The registered office of Gyre Therapeutics, Inc., a Delaware corporation (the “Corporation”), shall be fixed in the Certificate of Incorporation of the Corporation (as the same may be amended and/or restated from time to time, the “Certificate of In

GYRE THERAPEUTICS, INC. Code of Business Conduct and Ethics (dated October 30, 2023)

Exhibit 14.1 GYRE THERAPEUTICS, INC. Code of Business Conduct and Ethics (dated October 30, 2023) I. INTRODUCTION This Code of Business Conduct and Ethics (this “Code”) provides a general statement of the expectations of Gyre Therapeutics, Inc. (the “Company”) regarding the ethical standards to which each director, officer and employee should adhere while acting on behalf of the Company. You are e

1,240,442,745 Shares COMMON STOCK Offered by the Selling Stockholders

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-273395 Prospectus   1,240,442,745 Shares COMMON STOCK Offered by the Selling Stockholders This prospectus relates to the potential resale from time to time by the Selling Stockholders (as defined below) of up to 1,240,442,745 shares of common stock, par value $0.001 per share (“Common Stock”), of Catalyst Biosciences, Inc. (th

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): October 26, 2023 Catalyst Bioscie

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): October 26, 2023 Catalyst Biosciences, Inc. (Exact name of registrant as specified in its charter) Delaware 000-51173 56-2020050 (State or other jurisdiction of incorporation) (Commis

Subject Enrollment Completed in F351 Phase III Clinical Trial

Exhibit 99.1 October 26, 2023 Company Name: GNI Group Ltd. Representative: Director, Representative Executive Officer, President and CEO Ying Luo, PhD (Security Code: 2160, TSE Growth) Contact Person: Chief Financial Officer Toshiya Kitagawa (TEL. 03-6214-3600) Subject Enrollment Completed in F351 Phase III Clinical Trial GNI Group Ltd., (TSE Growth listed code: 2160; “GNI” or “the Company”; “we”

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-51173 Catal

As filed with the Securities and Exchange Commission on October 24, 2023

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on October 24, 2023 Registration No.

October 24, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Jason Drory and Laura Crotty Re: Catalyst Biosciences, Inc. Registration Statement on Form S-3 (File

October 24, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Jason Drory and Laura Crotty Re: Catalyst Biosciences, Inc. Registration Statement on Form S-3 (File No. 333-273395) Ladies and Gentlemen: Catalyst Biosciences, Inc. hereby respectfully requests that, pursuant to Rule 461 promulgated under the Securi

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): October 20, 2023 Catalyst Bioscie

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): October 20, 2023 Catalyst Biosciences, Inc. (Exact name of registrant as specified in its charter) Delaware 000-51173 56-2020050 (State or other jurisdiction of incorporation) (Commis

* * * *

October 13, 2023 VIA EDGAR Orrick, Herrington & Sutcliffe LLP 51 West 52nd Street New York, NY 10019-6142 +1 212 506 5000 orrick.

As filed with the Securities and Exchange Commission on October 13, 2023

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on October 13, 2023 Registration No.

Certificate of Elimination of Series Y Preferred Stock, filed with the Delaware Secretary of State on August 31, 2023.

Exhibit 3.1 CATALYST BIOSCIENCES, INC. CERTIFICATE OF ELIMINATION OF SERIES Y PREFERRED STOCK Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware Pursuant to the provisions of Section 151(g) of the General Corporation Law of the State of Delaware (the “General Corporation Law”), Catalyst Biosciences, Inc. (the “Company”), a corporation organized and existing under an

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 29, 2023 Catalyst Bioscien

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 29, 2023 Catalyst Biosciences, Inc. (Exact name of registrant as specified in its charter) Delaware 000-51173 56-2020050 (State or other jurisdiction of incorporation) (Commiss

Second Amendment to Business Combination Agreement, dated as of August 30, 2023, by and among Catalyst Biosciences, Inc., GNI USA, Inc., GNI Group Ltd., GNI Hong Kong Limited, Shanghai Genomics, Inc. and Continent Pharmaceuticals Inc.

Exhibit 2.1 SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENT This Second Amendment to Business Combination Agreement (this “Second Amendment”) is dated as of August 30, 2023, with respect to that certain Business Combination Agreement (the “Business Combination Agreement”), dated as of December 26, 2022, as amended on March 29, 2023, by and among Catalyst Biosciences, Inc., a Delaware corporatio

Waiver Agreement between Catalyst Biosciences, Inc. and Dr. Nassim Usman, dated January 17, 2023.

Exhibit 10.2 CATALYST BIOSCIENCES, INC. January 17, 2023 Nassim Usman, Ph.D. VIA EMAIL Dear Nassim: This letter (the “Agreement”) confirms the agreement between you and Catalyst Biosciences, Inc. (the “Company”) regarding your waiver of certain existing severance payments and benefits, the cancellation of certain of your outstanding stock options, your general release of claims with respect to the

The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.

Exhibit 99.1 BEIJING CONTINENT PHARMACEUTICALS CO., LTD. Pages UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Unaudited interim condensed consolidated statements of profit or loss and other comprehensive income for the six months ended June 30, 2023 and 2022 1 Unaudited interim condensed consolidated statements of financial position as of June 30, 2023 and audited consolidated state

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-51173 Catalyst B

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 14, 2023 Catalyst Bioscien

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 14, 2023 Catalyst Biosciences, Inc. (Exact name of registrant as specified in its charter) Delaware 000-51173 56-2020050 (State or other jurisdiction of incorporation) (Commiss

Waiver Agreement between Catalyst Biosciences, Inc. and Dr. Grant Blouse, dated January 14, 2023.

CATALYST BIOSCIENCES, INC. January 14, 2023 Grant Blouse VIA EMAIL Dear Grant: This letter (the “Agreement”) confirms the agreement between you and Catalyst Biosciences, Inc. (the “Company”) regarding your waiver of certain existing severance payments and benefits, the cancellation of certain of your outstanding stock options, your general release of claims with respect to the Company as of the da

Waiver Agreement between Catalyst Biosciences, Inc. and Ms. Seline Miller, dated January 17, 2023.

Exhibit 10.4 CATALYST BIOSCIENCES, INC. January 17, 2023 Seline Miller VIA EMAIL Dear Seline: This letter (the “Agreement”) confirms the agreement between you and Catalyst Biosciences, Inc. (the “Company”) regarding your waiver of certain existing severance payments and benefits, the cancellation of certain of your outstanding stock options, your general release of claims with respect to the Compa

Contingent Value Rights Agreement, dated as of December 26, 2022, between Catalyst and American Stock Transfer & Trust Company, LLC

Exhibit 2.3 CONTINGENT VALUE RIGHTS AGREEMENT THIS CONTINGENT VALUE RIGHTS AGREEMENT (this “Agreement”), dated as of December 26, 2022 (the “Effective Date”), is entered into by and between Catalyst Biosciences, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability company, as initial Rights Agent (as defined herein). RECITALS

As filed with the Securities and Exchange Commission on July 24, 2023

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on July 24, 2023 Registration No.

Contingent Value Rights Agreement, dated as of December 26, 2022, by and between Catalyst Biosciences, Inc. and American Stock Transfer & Trust Company, LLC.

Exhibit 2.5 Certain information identified by bracketed asterisks ([***]) has been omitted from this exhibit because it is both not material and would be competitively harmful if publicly disclosed. CONTINGENT VALUE RIGHTS AGREEMENT THIS CONTINGENT VALUE RIGHTS AGREEMENT (this “Agreement”), dated as of December 26, 2022 (the “Effective Date”), is entered into by and between Catalyst Biosciences, I

Calculation of Filing Fee Tables Form S-3 (Form Type) Catalyst Biosciences, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Catalyst Biosciences, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ D

July 12, 2023

July 12, 2023 VIA EDGAR Orrick, Herrington & Sutcliffe LLP 51 West 52nd Street New York, NY 10019-6142 +1 212 506 5000 orrick.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Amendment No. 3) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Amendment No. 3) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☒ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Amendment No. 2) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Amendment No. 2) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☒ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule

June 26, 2023

June 26, 2023 VIA EDGAR Orrick, Herrington & Sutcliffe LLP 51 West 52nd Street New York, NY 10019-6142 +1 212 506 5000 orrick.

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 20, 2023 Catalyst Bioscience

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 20, 2023 Catalyst Biosciences, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 000-51173 56-2020050 (State or Other Jurisdiction of Incorporation) (Commission Fi

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.

Exhibit 3.1 CATALYST BIOSCIENCES, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES Y PREFERRED STOCK Pursuant to Section 151 of the General Corporation Law of the State of Delaware THE UNDERSIGNED DOES HEREBY CERTIFY, on behalf of Catalyst Biosciences, Inc., a Delaware corporation (the “Corporation”), that the following resolution was duly adopted by the board of di

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 20, 2023 Catalyst Bioscience

false12-310001124105NASDAQ00011241052023-06-202023-06-20 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

CATALYST BIOSCIENCES, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES Y PREFERRED STOCK Pursuant to Section 151 of the General Corporation Law of the State of Delaware

Exhibit 3.1 CATALYST BIOSCIENCES, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES Y PREFERRED STOCK Pursuant to Section 151 of the General Corporation Law of the State of Delaware THE UNDERSIGNED DOES HEREBY CERTIFY, on behalf of Catalyst Biosciences, Inc., a Delaware corporation (the “Corporation”), that the following resolution was duly adopted by the board of di

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

31 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-51173 Cataly

Waiver Agreement between Catalyst Biosciences, Inc. and Dr. Grant Blouse, dated January 14, 2023.

Exhibit 10.3 CATALYST BIOSCIENCES, INC. January 14, 2023 Grant Blouse VIA EMAIL Dear Grant: This letter (the “Agreement”) confirms the agreement between you and Catalyst Biosciences, Inc. (the “Company”) regarding your waiver of certain existing severance payments and benefits, the cancellation of certain of your outstanding stock options, your general release of claims with respect to the Company

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Amendment No. 1) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Amendment No. 1) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☒ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule

Contingent Value Rights Agreement, dated as of December 26, 2022, between Catalyst and American Stock Transfer & Trust Company, LLC

Exhibit 2.3 CONTINGENT VALUE RIGHTS AGREEMENT THIS CONTINGENT VALUE RIGHTS AGREEMENT (this “Agreement”), dated as of December 26, 2022 (the “Effective Date”), is entered into by and between Catalyst Biosciences, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability company, as initial Rights Agent (as defined herein). RECITALS

Waiver Agreement between Catalyst Biosciences, Inc. and Ms. Seline Miller, dated January 17, 2023.

Exhibit 10.4 CATALYST BIOSCIENCES, INC. January 17, 2023 Seline Miller VIA EMAIL Dear Seline: This letter (the “Agreement”) confirms the agreement between you and Catalyst Biosciences, Inc. (the “Company”) regarding your waiver of certain existing severance payments and benefits, the cancellation of certain of your outstanding stock options, your general release of claims with respect to the Compa

May 15, 2023

May 15, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance, Office of Life Sciences 100 F Street, NE Washington, DC 20549 Attn: Jenn Do Lynn Dicker Daniel Crawford Laura Crotty Orrick, Herrington & Sutcliffe LLP 51 West 52nd Street New York, NY 10019-6142 +1 212 506 5000 orrick.

Waiver Agreement between Catalyst Biosciences, Inc. and Dr. Nassim Usman, dated January 17, 2023.

Exhibit 10.2 CATALYST BIOSCIENCES, INC. January 17, 2023 Nassim Usman, Ph.D. VIA EMAIL Dear Nassim: This letter (the “Agreement”) confirms the agreement between you and Catalyst Biosciences, Inc. (the “Company”) regarding your waiver of certain existing severance payments and benefits, the cancellation of certain of your outstanding stock options, your general release of claims with respect to the

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): May 2, 2023 Catalyst Biosciences,

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): May 2, 2023 Catalyst Biosciences, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 000-51173 56-2020050 (State or Other Jurisdiction of Incorporation) (Commission File

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): May 2, 2023 Catalyst Biosciences,

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): May 2, 2023 Catalyst Biosciences, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 000-51173 56-2020050 (State or Other Jurisdiction of Incorporation) (Commission File

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): April 4, 2023 Catalyst Bioscience

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): April 4, 2023 Catalyst Biosciences, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 000-51173 56-2020050 (State or Other Jurisdiction of Incorporation) (Commission Fi

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): April 4, 2023 Catalyst Bioscience

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): April 4, 2023 Catalyst Biosciences, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 000-51173 56-2020050 (State or Other Jurisdiction of Incorporation) (Commission Fi

Amendment to Business Combination Agreement, dated as of March 29, 2023, by and among Catalyst Biosciences, Inc., GNI USA, Inc., GNI Group Ltd., GNI Hong Kong Limited, Shanghai Genomics, Inc., the Minority Holders and Continent Pharmaceuticals Inc.

Exhibit 2.1 AMENDMENT TO BUSINESS COMBINATION AGREEMENT This Amendment to Business Combination Agreement (this “Amendment”) is dated as of March 29, 2023, with respect to that certain Business Combination Agreement (the “Business Combination Agreement”), dated as of December 26, 2022, by and among Catalyst Biosciences, Inc., a Delaware corporation (“Parent”), GNI USA, Inc., a Delaware corporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☒ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  ☐ D

Calculation of Filing Fee Table SCHEDULE 14A (Form Type) Catalyst Biosciences, Inc. (Name of Registrant as Specified in its Charter) Table 1: Transaction Valuation

EX-FILING FEES 2 ny20006478x1ex107.htm EXHIBIT 107 Exhibit 107 Calculation of Filing Fee Table SCHEDULE 14A (Form Type) Catalyst Biosciences, Inc. (Name of Registrant as Specified in its Charter) Table 1: Transaction Valuation Proposed Maximum Aggregate Value of Transaction Fee rate Amount of Filing Fee Fees to be Paid $219,989,231.16 0.0001102 $24,242.81 Fees Previously Paid - - Total Transaction

AMENDMENT TO CONTINGENT VALUE RIGHTS AGREEMENT

Exhibit 2.3 AMENDMENT TO CONTINGENT VALUE RIGHTS AGREEMENT This Amendment to Contingent Value Rights Agreement (this “Amendment”) is dated as of March 29, 2023 (the “Effective Date”), with respect to that certain Contingent Value Rights Agreement (the “CVR Agreement”), dated December 26, 2022, between Catalyst Biosciences, Inc., a Delaware corporation (the “Company”), and American Stock Transfer &

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-51173 Catalyst Biosciences,

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): March 29, 2023 Catalyst Bioscienc

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): March 29, 2023 Catalyst Biosciences, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 000-51173 56-2020050 (State or Other Jurisdiction of Incorporation) (Commission F

Amendment to Contingent Value Rights Agreement, dated as of March 29, 2023, by and between Catalyst Biosciences, Inc. and American Stock Transfer & Trust Company, LLC.

Exhibit 2.3 AMENDMENT TO CONTINGENT VALUE RIGHTS AGREEMENT This Amendment to Contingent Value Rights Agreement (this “Amendment”) is dated as of March 29, 2023 (the “Effective Date”), with respect to that certain Contingent Value Rights Agreement (the “CVR Agreement”), dated December 26, 2022, between Catalyst Biosciences, Inc., a Delaware corporation (the “Company”), and American Stock Transfer &

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): March 29, 2023 Catalyst Bioscienc

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): March 29, 2023 Catalyst Biosciences, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 000-51173 56-2020050 (State or Other Jurisdiction of Incorporation) (Commission F

AGREEMENT AND AMENDMENT TO ASSET PURCHASE AGREEMENT

Exhibit 2.2 AGREEMENT AND AMENDMENT TO ASSET PURCHASE AGREEMENT This Agreement and Amendment to Asset Purchase Agreement (this “Agreement and Amendment”) is dated as of March 29, 2023, with respect to (i) that certain Asset Purchase Agreement (the “F351 Agreement”), dated as of December 26, 2022, by and among Catalyst Biosciences, Inc., a Delaware corporation (“CBIO”), GNI Group Ltd., a company in

Agreement and Amendment to Asset Purchase Agreement, dated as of March 29, 2023, by and among Catalyst Biosciences, Inc., GNI Group Ltd., and GNI Hong Kong Limited.

Exhibit 2.2 AGREEMENT AND AMENDMENT TO ASSET PURCHASE AGREEMENT This Agreement and Amendment to Asset Purchase Agreement (this “Agreement and Amendment”) is dated as of March 29, 2023, with respect to (i) that certain Asset Purchase Agreement (the “F351 Agreement”), dated as of December 26, 2022, by and among Catalyst Biosciences, Inc., a Delaware corporation (“CBIO”), GNI Group Ltd., a company in

AMENDMENT TO BUSINESS COMBINATION AGREEMENT

Exhibit 2.1 AMENDMENT TO BUSINESS COMBINATION AGREEMENT This Amendment to Business Combination Agreement (this “Amendment”) is dated as of March 29, 2023, with respect to that certain Business Combination Agreement (the “Business Combination Agreement”), dated as of December 26, 2022, by and among Catalyst Biosciences, Inc., a Delaware corporation (“Parent”), GNI USA, Inc., a Delaware corporation

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): March 20, 2023 Catalyst Bioscienc

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): March 20, 2023 Catalyst Biosciences, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 000-51173 56-2020050 (State or Other Jurisdiction of Incorporation) (Commission F

Catalyst Biosciences Corporate Presentation 20 March 2023

EX-99.1 2 brhc10050037ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Catalyst Biosciences Corporate Presentation 20 March 2023 2 © Catalyst Biosciences Cautionary Note Regarding Forward-Looking Statements This presentation contains “forward-looking statements” within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties and are based on estimates and assump

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): March 20, 2023 Catalyst Bioscienc

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): March 20, 2023 Catalyst Biosciences, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 000-51173 56-2020050 (State or Other Jurisdiction of Incorporation) (Commission F

Catalyst Biosciences Corporate Presentation 20 March 2023

Exhibit 99.1 Catalyst Biosciences Corporate Presentation 20 March 2023 2 © Catalyst Biosciences Cautionary Note Regarding Forward-Looking Statements This presentation contains “forward-looking statements” within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties and are based on estimates and assumptions. Other than statements of historical fac

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): February 27, 2023 CATALYST BIOSCI

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): February 27, 2023 CATALYST BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 000-51173 56-2020050 (State or other jurisdiction of incorporation) (Commi

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): February 27, 2023 CATALYST BIOSCI

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): February 27, 2023 CATALYST BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 000-51173 56-2020050 (State or other jurisdiction of incorporation) (Commi

Asset Purchase Agreement dated as of February 27, 2023 by and between Catalyst Biosciences, Inc. and GC Biopharma Corp.

Exhibit 10.1 Certain information identified by bracketed asterisks ([***]) has been omitted from this exhibit because it is both not material and would be competitively harmful if publicly disclosed. ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of this 27th day of February, 2023, by and among (i) GC Biopharma Corp., a Yongin-si corporation (the “Buye

Catalyst Biosciences Provides Corporate Update

Exhibit 99.1 Catalyst Biosciences Provides Corporate Update February 28, 2023 SOUTH SAN FRANCISCO, Calif., Feb. 28, 2023 (GLOBE NEWSWIRE) - Catalyst Biosciences Inc. (NASDAQ: CBIO) (“Catalyst” or “the Company”) today provided two corporate updates. • In connection with the Company’s previously announced asset purchase agreement with GNI Group Ltd (“GNI Group”) and GNI Hong Kong Limited (together “

CBIO / Catalyst Biosciences Inc / ORBIMED ADVISORS LLC - AMENDMENT NO. 1 Passive Investment

SC 13G/A 1 ss1758561sc13ga.htm AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Amendment No. 1)* Under the Securities Exchange Act of 1934 Catalyst Biosciences, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 14888D208 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this State

CBIO / Catalyst Biosciences Inc / Nantahala Capital Management, LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm236168d2sc13g-a.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* Catalyst Biosciences, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 14888D208 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check t

JOINT FILING AGREEMENT

EX-99.A 2 ss1758561ex99a.htm JOINT FILING AGREEMENT EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on this Schedule 13G dated December 31, 2022 (the “Schedule 13G”), with respect to the Common Stock, par value $0.001 per share, of Catalyst Biosciences, Inc. is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under th

CBIO / Catalyst Biosciences Inc / LYTTON LAURENCE W Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Catalyst Biosciences, Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 14888D208 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule p

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): January 15, 2023 Catalyst Bioscienc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): January 15, 2023 Catalyst Biosciences, Inc.

JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k)(1)

EX-99.A 2 d440424dex99a.htm EX-99.A Exhibit A JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k)(1) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional join

CBIO / Catalyst Biosciences Inc / GNI Group Ltd. - SC 13D Activist Investment

SC 13D 1 d440424dsc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* CATALYST BIOSCIENCES, INC. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 14888D208 (CUSIP Number) Ying Luo, PhD Nihonbashi-Honcho YS Bldg. 3rd Floor 2-2-2 Nihonbashi-Honcho, Chuo-ku, 103-0

POWER OF ATTORNEY

EX-99.B 3 d440424dex99b.htm EX-99.B Exhibit B POWER OF ATTORNEY The undersigned hereby constitute and appoint Ying Luo, Joseph Francis Meyer, Thomas Eastling, Branden Berns, and Ryan Murr, and each of them, the lawful attorneys-in-fact and agents with full power and authority to execute and file on the undersigned’s behalf, any and all instruments including Forms 3, 4 and 5, and Schedules 13D and

Catalyst Biosciences Completes First Steps in Reverse Merger Plan Acquires F351, a Phase 3 Drug to Treat Fibrosis Will Acquire Controlling Interest in Continent, a China-Based Commercial Pharma Company, from the GNI Group in Subsequent Transaction An

Exhibit 99.1 Catalyst Biosciences Completes First Steps in Reverse Merger Plan Acquires F351, a Phase 3 Drug to Treat Fibrosis Will Acquire Controlling Interest in Continent, a China-Based Commercial Pharma Company, from the GNI Group in Subsequent Transaction Announces $7.5 million Special Dividend and Contingent Value Right (CVR) CBIO Stockholder Meeting Planned for 2023 CBIO to Host Conference

Catalyst Biosciences Corporate Presentation 27 December 20 2 © Catalyst Biosciences Forward-looking statements This presentation contains forward-looking statements that involve substantial risks and uncertainties. Forward-looking statements include,

Exhibit 99.2 Catalyst Biosciences Corporate Presentation 27 December 20 2 © Catalyst Biosciences Forward-looking statements This presentation contains forward-looking statements that involve substantial risks and uncertainties. Forward-looking statements include, without limitation, the amount and timing of planned cash distributions under the CVR; expectations regarding the proposed transactions;

2.1* +

Exhibit 2.1 Certain information identified by bracketed asterisks ([***]) has been omitted from this exhibit because it is both not material and would be competitively harmful if publicly disclosed. ASSET PURCHASE AGREEMENT by and among CATALYST BIOSCIENCES, INC., as the Buyer, and GNI GROUP LTD., and GNI HONG KONG LIMITED, as the Sellers Dated as of December 26, 2022 This document is not intended

Asset Purchase Agreement, dated as of December 26, 2022, by and among Catalyst Biosciences, Inc., GNI Group Ltd., and GNI Hong Kong Limited.

Exhibit 2.1 Certain information identified by bracketed asterisks ([***]) has been omitted from this exhibit because it is both not material and would be competitively harmful if publicly disclosed. ASSET PURCHASE AGREEMENT by and among CATALYST BIOSCIENCES, INC., as the Buyer, and GNI GROUP LTD., and GNI HONG KONG LIMITED, as the Sellers Dated as of December 26, 2022 This document is not intended

INDEMNIFICATION AGREEMENT

Exhibit 10.1 INDEMNIFICATION AGREEMENT THIS AGREEMENT (the “Agreement”) is made and entered into as of [date] between Catalyst Biosciences, Inc., a Delaware corporation (the “Company”), and [name of director], a director, officer or member of the executive committee of the Company (“Indemnitee”). WITNESSETH THAT: WHEREAS, Indemnitee performs a valuable service for the Company; and WHEREAS, the Boa

CATALYST BIOSCIENCES, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES X CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW

Exhibit 3.1 CATALYST BIOSCIENCES, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES X CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW CATALYST BIOSCIENCES, INC., a Delaware corporation (the “Corporation”), in accordance with the provisions of Section 103 of the Delaware General Corporation Law (the “DGCL”) does hereby certi

Catalyst Biosciences Corporate Presentation 27 December 20 2 © Catalyst Biosciences Forward-looking statements This presentation contains forward-looking statements that involve substantial risks and uncertainties. Forward-looking statements include,

Exhibit 99.2 Catalyst Biosciences Corporate Presentation 27 December 20 2 © Catalyst Biosciences Forward-looking statements This presentation contains forward-looking statements that involve substantial risks and uncertainties. Forward-looking statements include, without limitation, the amount and timing of planned cash distributions under the CVR; expectations regarding the proposed transactions;

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): December 22, 2022 Catalyst Bioscien

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): December 22, 2022 Catalyst Biosciences, Inc.

Business Combination Agreement, dated as of December 26, 2022, by and among Catalyst Biosciences, Inc., GNI USA, Inc., GNI Group Ltd., GNI Hong Kong Limited, Shanghai Genomics, Inc., the individuals listed on Annex A thereto and Continent Pharmaceuticals Inc.

Exhibit 2.2 BUSINESS COMBINATION AGREEMENT among CATALYST BIOSCIENCES, INC., GNI USA, INC., GNI GROUP LTD. GNI HONG KONG LIMITED SHANGHAI GENOMICS, INC., CONTINENT PHARMACEUTICALS INC., and THE OTHER PARTIES THAT ARE SIGNATORIES HERETO Dated as of December 26, 2022 This document is not intended to create, nor will it be deemed to create, a legally binding or enforceable offer or agreement, accepta

AMENDMENT TO THE AMENDED AND RESTATED BYLAWS

EX-3.2 5 brhc10045912ex3-2.htm EXHIBIT 3.2 Exhibit 3.2 AMENDMENT TO THE AMENDED AND RESTATED BYLAWS OF CATALYST BIOSCIENCES, INC. (as amended December 22, 2022) Article II, Section 8 is deleted in its entirety and replaced with the following: “Section 8. Quorum. Except as otherwise required by any provision of the DGCL or the Charter, the holders of a one-third of the outstanding shares of common

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.

Exhibit 3.1 CATALYST BIOSCIENCES, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES X CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW CATALYST BIOSCIENCES, INC., a Delaware corporation (the “Corporation”), in accordance with the provisions of Section 103 of the Delaware General Corporation Law (the “DGCL”) does hereby certi

INDEMNIFICATION AGREEMENT

Exhibit 10.1 INDEMNIFICATION AGREEMENT THIS AGREEMENT (the “Agreement”) is made and entered into as of [date] between Catalyst Biosciences, Inc., a Delaware corporation (the “Company”), and [name of director], a director, officer or member of the executive committee of the Company (“Indemnitee”). WITNESSETH THAT: WHEREAS, Indemnitee performs a valuable service for the Company; and WHEREAS, the Boa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): December 22, 2022 Catalyst Bioscien

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): December 22, 2022 Catalyst Biosciences, Inc.

BUSINESS COMBINATION AGREEMENT CATALYST BIOSCIENCES, INC., GNI USA, INC., GNI GROUP LTD. GNI HONG KONG LIMITED SHANGHAI GENOMICS, INC., CONTINENT PHARMACEUTICALS INC., THE OTHER PARTIES THAT ARE SIGNATORIES HERETO Dated as of December 26, 2022

Exhibit 2.2 BUSINESS COMBINATION AGREEMENT among CATALYST BIOSCIENCES, INC., GNI USA, INC., GNI GROUP LTD. GNI HONG KONG LIMITED SHANGHAI GENOMICS, INC., CONTINENT PHARMACEUTICALS INC., and THE OTHER PARTIES THAT ARE SIGNATORIES HERETO Dated as of December 26, 2022 This document is not intended to create, nor will it be deemed to create, a legally binding or enforceable offer or agreement, accepta

AMENDMENT TO THE AMENDED AND RESTATED BYLAWS

Exhibit 3.2 AMENDMENT TO THE AMENDED AND RESTATED BYLAWS OF CATALYST BIOSCIENCES, INC. (as amended December 22, 2022) Article II, Section 8 is deleted in its entirety and replaced with the following: “Section 8. Quorum. Except as otherwise required by any provision of the DGCL or the Charter, the holders of a one-third of the outstanding shares of common stock entitled to vote, present in person o

Catalyst Biosciences Completes First Steps in Reverse Merger Plan Acquires F351, a Phase 3 Drug to Treat Fibrosis Will Acquire Controlling Interest in Continent, a China-Based Commercial Pharma Company, from the GNI Group in Subsequent Transaction An

Exhibit 99.1 Catalyst Biosciences Completes First Steps in Reverse Merger Plan Acquires F351, a Phase 3 Drug to Treat Fibrosis Will Acquire Controlling Interest in Continent, a China-Based Commercial Pharma Company, from the GNI Group in Subsequent Transaction Announces $7.5 million Special Dividend and Contingent Value Right (CVR) CBIO Stockholder Meeting Planned for 2023 CBIO to Host Conference

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-51173 Catal

UNITED STATES

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): November 2, 2022 CATALYST BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 000-51173 56-2020050 (State or other jurisdiction of incorporation) (Commis

CBIO / Catalyst Biosciences Inc / SINGER JULIAN D. Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 18)[1] Catalyst Biosciences, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 14888D208 (CUSIP Number) JULIAN

CBIO / Catalyst Biosciences Inc / JEC II Associates, LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Catalyst Biosciences, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 14888D208 (CUSIP Number) Michael Torok 68 Mazzeo Drive Randolph, Massachusetts 02368 Travis J. Wofford Baker Botts L.L.P. 910 Louisiana St

Joint Filing Agreement, dated September 22, 2022.

Exhibit 99.5 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of an Amendment No. 3 to Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, $0.001 par value, of Catalyst Bioscience, Inc., a Delaware corporati

Catalyst Biosciences, Inc. Declares Special Cash Dividend of $1.43 per share

Exhibit 99.1 PRIVILEGED AND CONFIDENTIAL PREPARED AT THE DIRECTION OF COUNSEL Catalyst Biosciences, Inc. Declares Special Cash Dividend of $1.43 per share SOUTH SAN FRANCISCO, Calif., August 25, 2022 (GLOBE NEWSWIRE) - Catalyst Biosciences, Inc. (NASDAQ: CBIO) (?Catalyst,? the ?Company? or ?we?) today announced that the Board of Directors has declared a special, one-time cash dividend of $1.43 per

Financial Statements and Exhibits, Other Events

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 25, 2022 CATALYST BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 000-51173 56-2020050 (State or other jurisdiction of incorporation) (Commiss

Cooperation Agreement

EXECUTION VERSION Cooperation Agreement This Cooperation Agreement (this “Agreement”) is made and entered into as of August 18, 2022 (the “Effective Date”) by and among Catalyst Biosciences, Inc.

CBIO / Catalyst Biosciences Inc / SINGER JULIAN D. Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 17)1 Catalyst Biosciences, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 14888D208 (CUSIP Number) JULIAN D.

Financial Statements and Exhibits, Other Events

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 18, 2022 CATALYST BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 000-51173 56-2020050 (State or other jurisdiction of incorporation) (Commiss

Cooperation Agreement

Exhibit 99.1 EXECUTION VERSION Cooperation Agreement This Cooperation Agreement (this ?Agreement?) is made and entered into as of August 18, 2022 (the ?Effective Date?) by and among Catalyst Biosciences, Inc., a Delaware corporation (the ?Company?), and each of the parties listed on Exhibit A hereto (each, an ?Investor? and collectively, the ?Investors? or, with their respective controlled Affilia

Submission of Matters to a Vote of Security Holders

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 15, 2022 CATALYST BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 000-51173 56-2020050 (State or other jurisdiction of incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-51173 Catalyst B

Catalyst Biosciences Reports Second Quarter 2022 Operating & Financial Results

Exhibit 99.1 Catalyst Biosciences Reports Second Quarter 2022 Operating & Financial Results SOUTH SAN FRANCISCO, Calif. ? Aug. 15, 2022 ? Catalyst Biosciences, Inc. (NASDAQ: CBIO) (the ?Company? or ?we?) today announced its operating and financial results for the second quarter ended June 30, 2022. ?We were very pleased to have completed the sale of our complement portfolio during the second quart

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 15, 2022 CATALYST BIOSCIEN

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 15, 2022 CATALYST BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 000-51173 56-2020050 (State or other jurisdiction of incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Pursuant to ?240.

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14a (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary proxy statement ? Confidential, for use of the Commission Only (as permitted by Ru

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14a (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14a (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary proxy statement ? Confidential, for use of the Commission Only (as permitted by Ru

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14a (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary proxy statement ☐ Confidential, for use of the Commission Only (as permitted by Ru

JOINT FILING AGREEMENT

Exhibit 99.2 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended (the ?Exchange Act?), each of the undersigned hereby agrees that (i) a statement on Schedule 13D with respect to the common stock, $0.001 par value per share (?Common Stock?), of Catalyst Biosciences, Inc., a Delaware corporation, including amendments thereto, shal

CBIO / Catalyst Biosciences Inc / SINGER JULIAN D. Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 16)1 Catalyst Biosciences, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 14888D208 (CUSIP Number) JULIAN D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Pursuant to ?240.

TERMINATION OF JOINT FILING AND SOLICITATION AGREEMENT

Exhibit 99.1 TERMINATION OF JOINT FILING AND SOLICITATION AGREEMENT August 3, 2022 VIA E-MAIL JDS1, LLC 2200 Fletcher Avenue, Suite 501 Fort Lee, NJ 07024 Attention: Julian D. Singer, Managing Member Re: Termination of Joint Filing and Solicitation Agreement dated March 7, 2022 Reference is hereby made to that certain Joint Filing and Solicitation Agreement, dated March 7, 2022, by and among the u

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14a (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary proxy statement ? Confidential, for use of the Commission Only (as permitted by Ru

CBIO / Catalyst Biosciences Inc / JEC II Associates, LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Catalyst Biosciences, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 14888D208 (CUSIP Number) Michael Torok 68 Mazzeo Drive Randolph, Massachusetts 02368 Travis J. Wofford Baker Botts L.L.P. 910 Louisiana St

Catalyst Biosciences Publishes New Investor Presentation Provides Details on Current Board’s Cash Distribution Plan and Efforts to Maximize the Amount of Cash Available for Distribution Company Commits to Distributing $45 Million to Stockholders in a

Exhibit A-1 PRIVILEGED AND CONFIDENTIAL PREPARED AT THE DIRECTION OF COUNSEL Catalyst Biosciences Publishes New Investor Presentation Provides Details on Current Board?s Cash Distribution Plan and Efforts to Maximize the Amount of Cash Available for Distribution Company Commits to Distributing $45 Million to Stockholders in an Initial Distribution, if Proxy Contest and Litigation End Soon, and Without Much Additional Expense Highlights the Concerning Connections Between JDS1?s Nominees and the Singer Family Stockholders Urged to VOTE ?FOR? ALL of Catalyst?s Nominees, Who Are Committed to the Company?s Cash Distribution Plan, on the WHITE Proxy Card SOUTH SAN FRANCISCO, Calif.

Catalyst Biosciences Announces Support from Largest Single Stockholder JEC Capital Partners Agrees to Vote Its Shares in Favor of Catalyst’s Nominees at the Company’s 2022 Annual Meeting Michael Torok from JEC Appointed as an Observer to the Transact

EX-99.2 3 edge20002003x10ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 FINAL – FOR RELEASE AUGUST 1, 2022 at 7:30AM EST Catalyst Biosciences Announces Support from Largest Single Stockholder JEC Capital Partners Agrees to Vote Its Shares in Favor of Catalyst’s Nominees at the Company’s 2022 Annual Meeting Michael Torok from JEC Appointed as an Observer to the Transaction Committee of the Board of Directors

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Exhibit 99.1 Execution Version Confidential Agreement This agreement (the ?Agreement?) is made and entered into as of July 31, 2022 (the ?Effective Date?) by and among Catalyst Biosciences, Inc., a Delaware corporation (the ?Company?), and each of the parties listed on Exhibit A hereto (each, an ?Investor? and collectively, the ?Investors? or, with their respective Affiliates and Representatives,

Financial Statements and Exhibits, Other Events

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): July 31, 2022 CATALYST BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 000-51173 56-2020050 (State or other jurisdiction of incorporation) (Commissio