SEC FORM 4

SEC FORM 4SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

GNI Group Ltd.

(Last)

(First)

(Middle)

NIHONBASHI-HONCHO YS BLDG 3F

2-2-2 NIHONBASHI-HONCHO, CHUO-KU

(Street)

TOKYO

103-0023

(City)

(State)

(Zip)

JAPAN

(Country)

2. Issuer Name and Ticker or Trading Symbol
GYRE THERAPEUTICS, INC. [ GYRE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/04/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Preferred Stock	⁽¹⁾	05/04/2026		J		458,120⁽²⁾⁽³⁾		⁽¹⁾	⁽⁴⁾	Common Stock	2,290,600	⁽¹⁾	458,120⁽²⁾⁽³⁾	I	See Remarks⁽⁵⁾
Series B Preferred Stock	⁽¹⁾	05/04/2026		J		2,143,706⁽²⁾⁽³⁾		⁽¹⁾	⁽⁴⁾	Common Stock	10,718,530	⁽¹⁾	2,143,706⁽²⁾⁽³⁾	I	See Remarks⁽⁶⁾

1. Name and Address of Reporting Person^*

GNI Group Ltd.

(Last)

(First)

(Middle)

NIHONBASHI-HONCHO YS BLDG 3F

2-2-2 NIHONBASHI-HONCHO, CHUO-KU

(Street)

TOKYO

103-0023

(City)

(State)

(Zip)

JAPAN

(Country)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

GNI USA, Inc.

(Last)

(First)

(Middle)

NIHONBASHI-HONCHO YS BLDG 3F

2-2-2 NIHONBASHI-HONCHO, CHUO-KU

(Street)

TOKYO

103-0023

(City)

(State)

(Zip)

JAPAN

(Country)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Following Stockholder Approval, each share of Series B Preferred Stock will be convertible, at the option of the holder, into five shares of common stock, subject to certain limitations, including the Beneficial Ownership Limitation (as such terms are defined in the Certificate of Designation for Series B Preferred Stock filed with the Securities and Exchange Commission as Exhibit 3.1 to the Issuer's Form 8-K filed on March 2, 2026).

2. Effective as of May 4, 2026 (the "Effective Time"), a wholly-owned subsidiary of the Issuer merged with and into Cullgen Inc. ("Cullgen") with Cullgen surviving as a wholly-owned subsidiary of the Issuer (the "Merger").

3. Represents the number of shares of Series B Preferred Stock of the Issuer received by the Reporting Person in the Merger in exchange for the shares of capital stock of Cullgen held by the Reporting Person prior to the Merger. Each share of capital stock of Cullgen held at the Effective Time was exchanged for 0.4753 divided by five shares of Series B Preferred Stock.

4. The Series B Preferred Stock has no expiration date.

5. These securities are held by GNI Group Ltd., a company incorporated under the laws of Japan with limited liability ("GNI Japan"). GNI USA, Inc., a Delaware corporation ("GNI USA") is a wholly-owned subsidiary of GNI Japan. GNI USA may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to be the indirect beneficial owner of the securities held by GNI Japan.

6. These securities are held by GNI USA. GNI Japan may be deemed for purposes of Section 16 of the Exchange Act to be the indirect beneficial owner of the securities held by GNI USA.

	/s/ Thomas Eastling, as attorney-in-fact for GNI Group Ltd.	05/06/2026
	/s/ Thomas Eastling, as attorney-in-fact for GNI USA, Inc.	05/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

SEC Form 4 filed by Large owner Gni Group Ltd.