0001140361-23-050569.txt : 20231031 0001140361-23-050569.hdr.sgml : 20231031 20231031215640 ACCESSION NUMBER: 0001140361-23-050569 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231027 FILED AS OF DATE: 20231031 DATE AS OF CHANGE: 20231031 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GNI Group Ltd. CENTRAL INDEX KEY: 0001958461 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51173 FILM NUMBER: 231366365 BUSINESS ADDRESS: STREET 1: NIHONBASHI-HONCHO YS BLDG 3F STREET 2: 2-2-2 NIHONBASHI-HONCHO, CHUO-KU CITY: TOKYO STATE: M0 ZIP: 103-0023 BUSINESS PHONE: 81-3-6214-3600 MAIL ADDRESS: STREET 1: NIHONBASHI-HONCHO YS BLDG 3F STREET 2: 2-2-2 NIHONBASHI-HONCHO, CHUO-KU CITY: TOKYO STATE: M0 ZIP: 103-0023 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GNI USA, Inc. CENTRAL INDEX KEY: 0001973229 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51173 FILM NUMBER: 231366364 BUSINESS ADDRESS: STREET 1: 12730 HIGH BLUFF DRIVE STREET 2: SUITE 250 CITY: SAN DIEGO STATE: CA ZIP: 92130 BUSINESS PHONE: 858-284-0324 MAIL ADDRESS: STREET 1: 12730 HIGH BLUFF DRIVE STREET 2: SUITE 250 CITY: SAN DIEGO STATE: CA ZIP: 92130 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GYRE THERAPEUTICS, INC. CENTRAL INDEX KEY: 0001124105 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 562020050 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 12730 HIGH BLUFF DRIVE, SUITE 250 CITY: SAN DIEGO STATE: CA ZIP: 92130 BUSINESS PHONE: 650-266-8674 MAIL ADDRESS: STREET 1: 12730 HIGH BLUFF DRIVE, SUITE 250 CITY: SAN DIEGO STATE: CA ZIP: 92130 FORMER COMPANY: FORMER CONFORMED NAME: CATALYST BIOSCIENCES, INC. DATE OF NAME CHANGE: 20150820 FORMER COMPANY: FORMER CONFORMED NAME: TARGACEPT INC DATE OF NAME CHANGE: 20000919 4 1 form4.xml X0508 4 2023-10-27 0001124105 GYRE THERAPEUTICS, INC. GYRE 0001958461 GNI Group Ltd. NIHONBASHI-HONCHO YS BLDG 3F 2-2-2 NIHONBASHI-HONCHO, CHUO-KU TOKYO M0 103-0023 JAPAN true 0001973229 GNI USA, Inc. 12730 HIGH BLUFF DRIVE SUITE 250 SAN DIEGO CA 92130 true false Series X Convertible Preferred Stock 2023-10-27 4 P 0 811 4915 A Common Stock 811000 13151 I See Footnote Series X Convertible Preferred Stock Warrant (Right to Buy) 2023-10-27 4 P 0 8110300 0.125 A 2023-10-30 2033-10-30 Series X Convertible Preferred Stock 811 8110300 I See Footnote Shares of Series X Convertible Preferred Stock of the Issuer, par value $0.001 per share (the "Preferred Stock"), are convertible into shares of the Issuer's common stock at any time at the option of the holder thereof, based on the Conversion Ratio and subject to certain limitations, including the Beneficial Ownership Limitation (as such terms are defined in the Certificate of Designation for the Preferred Stock filed with the Securities and Exchange Commission as Exhibit 3.1 to the Issuer's Form 8-K filed on December 27, 2022). The Preferred Stock has no expiration date. These securities are held by GNI USA, Inc., a Delaware corporation ("GNI USA") which is a wholly-owned subsidiary of GNI Group Ltd., a company incorporated under the laws of Japan with limited liability ("GNI Japan"). GNI Japan may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the securities held by GNI USA. These warrants have an exercise price of $4,915.00 per share of Preferred Stock. /s/ Branden Berns, as attorney-in-fact for GNI Group Ltd. 2023-10-31 /s/ Branden Berns, as attorney-in-fact for GNI USA, Inc. 2023-10-31