Gyre Therapeutics Inc 2025年度报告

(Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the year ended December 31, 2025OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromtoCommission file number: 000-51173 Gyre Therapeutics, Inc. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No☒Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act.No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles).Yes☒No☐Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included inthe filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes☐No☒ The aggregate market value of the voting common stock held by non-affiliates of the registrant (based on the closing price of such stock on TheNasdaq Capital Market on June 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter) was approximately $72.6million. Shares of common stock held by each officer and director and by each person who is known to own 10% or more of the outstanding common stockhave been excluded because such persons may be deemed to be affiliates of the registrant. This determination of affiliate status is not necessarily aconclusive determination for other purposes. As of March 2, 2026, the number of outstanding shares of the registrant’s common stock, par value $0.001 per share, was 96,963,611, whichincludes 5,649,604 shares of common stock issued in the name of the registrant to a stock plan administrator of the registrant (see Note 8—Stockholders’Equity). DOCUMENTS INCORPORATED BY REFERENCEThe information required by Part III of this Report, to the extent not set forth herein, is incorporated by reference from the registrant’s definitiveproxy statement relating to the Annual Meeting of Stockholders to be held in 2026 (the “Proxy Statement”), which shall be filed with the Securities andExchange Commission within 120 days after the end of the fiscal year to which this Report relates. Gyre Therapeutics, Inc.Annual Report on Form 10-KTABLE OF CONTENTS PART I Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities148Item 6.[Reserved]148Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations149Item 7A.Quantitative and Qualitative Disclosures About Market Risk165Item 8.Financial Statements and Supplementary Data166Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure167Item 9A.Controls and Procedures167Item 9B.Other Information169Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections169 PART IIIItem 10.Directors, Executive Officers and Corporate GovernanceItem 11.Executive CompensationItem 12.Security Ownership of Certain Beneficial Owners and Management and R