Gyre Therapeutics Inc美股招股说明书(2025-05-23版)

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 common stock is $9.00.Our common stock is listed on The Nasdaq Capital Market (“Nasdaq”) under the trading symbol “GYRE.” On May22, 2025, the last reported sale price of our common stock was $11.21 per share. A significant portion of our business is operated through our indirectly majority-owned subsidiary in the People’s Republic of China (the “PRC”), BeijingContinent Pharmaceutical Co., Ltd. (d/b/a Gyre Pharmaceuticals, Inc.) (“GyrePharmaceuticals”). Such structure involves unique legal and operational risks toinvestors in our common stock. In particular, the PRC government has significant authority to exert influence on the ability of a company with substantiveoperations in the PRC, such as us, to conduct its business, accept foreign investments or list on a U.S. or other foreign exchanges. For example, we face risksassociated with regulatory approvals of offshore offerings, anti-monopoly regulatory actions, oversight on cybersecurity and data privacy. Such risks could result ina material change in our operations and/or the value of our common stock or could significantly limit or completely hinder our ability to offer or continue to offerour common stock to investors and cause the value of such common stock to significantly decline or become worthless. As we are a company with substantivebusiness operations in the PRC, you should pay special attention to disclosures included in our most recent annual report on Form10-K and other filings with theSecurities and Exchange Commission (“SEC”) incorporated by reference in this prospectus supplement and risk factors included herein. In addition, our auditor is headquartered in mainland China, a jurisdiction where the Public Company Accounting Oversight Board (“PCAOB”) was unable toconduct inspections without the approval of the PRC authorities. Trading in our common stock on Nasdaq or over-the-counter may be prohibited, and as a result, ourcommon stock may be delisted under the Holding Foreign Companies Accountable Act (“HFCAA”) if the PCAOB determines that it has been unable to inspect orinvestigate completely our auditor located in the PRC for two consecutive years. On December16, 2021, the PCAOB issued the HFCAA Determination Report tonotify the SEC of its determinations that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainlandChina and Hong Kong, including our auditor. On December15, 2022, the PCAOB issued a report that vacated its December16, 2021 determination and removedmainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms. As a result,we were not identified as a “Commission-Identified Issuer” under the HFCAA upon filing of our annual report on Form10-K for the year ended December31,2024. However, whether the PCAOB will continue to be able to satisfactorily conduct inspections and investigations of PCAOB-registered public accounting firmsheadquartered in mainland China and Hong Kong is subject to uncertainty and depends on a number of factors out of our, and our auditor’s, control, includingpositions taken by authorities of the PRC. The PCAOB is expected to continue to demand complete access to inspections and investigations against accounting firms headquartered in mainland Chinaand Hong Kong in the future. The PCAOB is required under the HFCAA to make its determination on an annual basis with regards to its ability to inspect andinvestigate completely accounting firms based in the mainland China and Hong Kong. The possibility of being a “Commission-Identified Issuer” and risk ofdelisting could continue to adversely affect the trading price of our securities. If the PCAOB determines in the future that it no longer has full access to inspect andinvestigate accounting firms headquartered in mainland China and Hong Kong and we continue to use such accounting firm to conduct audit work, we would beidentified as a “Commission-Identified Issuer” under the HFCAA following the filing of the annual report for the relevant fiscal year, and if we were so identifiedfor two consecutive years, trading in our securities on U.S. markets would be prohibited under the HFCAA. The PRC government has oversight over the conduct of our business and its laws, regulations and policies may affect our operations. The PRC governmenthas recently published new policies that affected certain industries with respect to matters such as cybersecurity, data privacy, antitrust and competition, foreigninvestments, and overseas listings, and we cannot rule out the possibility that it will in the future release regulations or policies regarding our industry that couldadversely affect our business, financial c