Filing Details
- Accession Number:
- 0001140361-23-050328
- Form Type:
- 13D Filing
- Publication Date:
- 2023-10-30 20:00:00
- Filed By:
- Gni Group Ltd.
- Company:
- Gyre Therapeutics Inc. (NASDAQ:GYRE)
- Filing Date:
- 2023-10-31
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| GNI Group Ltd | 6,266,521 | 0 | 6,266,521 | 0 | 6,266,521 | 16.50% |
| GNI Hong Kong Limited | 0 | 0 | 0 | 0 | 0 | 0% |
| GNI USA, Inc | 0 | 6,266,521 | 0 | 6,266,521 | 6,266,521 | 16.50% |
Filing
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, Chuo-ku,
103-0023 Tokyo, Japan
+81-3-6214-3600
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
| October 27, 2023 |
| (Date of Event Which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. ☐
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures
provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 14888D208 | ||||
| 1. | Names of Reporting Persons | GNI Group Ltd. | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | (a) ☐ (b) ☐ | ||
| 3. | SEC Use Only | |||
| 4. | Source of Funds (See Instructions) | OO | ||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) | ☐ | ||
| 6. | Citizenship or Place of Organization | Japan | ||
| Number of Shares Beneficially by Owned by Each Reporting Person With | 7. | Sole Voting Power | 6,266,521 | |
| 8. | Shared Voting Power | 0 | ||
| 9. | Sole Dispositive Power | 6,266,521 | ||
| 10. | Shared Dispositive Power | 0 | ||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person | 6,266,521 | ||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | ☐ | ||
| 13. | Percent of Class Represented by Amount in Row (11) | 16.50%(1) | ||
| 14. | Type of Reporting Person (See Instructions) | CO | ||
(1) Based on 37,978,142 shares of common stock issued and outstanding as of October 20, 2023.
| CUSIP No. 14888D208 | ||||
| 1. | Names of Reporting Persons | GNI Hong Kong Limited | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | (a) ☐ (b) ☐ | ||
| 3. | SEC Use Only | |||
| 4. | Source of Funds (See Instructions) | OO | ||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) | ☐ | ||
| 6. | Citizenship or Place of Organization | Hong Kong | ||
| Number of Shares Beneficially by Owned by Each Reporting Person With | 7. | Sole Voting Power | 0 | |
| 8. | Shared Voting Power | 0 | ||
| 9. | Sole Dispositive Power | 0 | ||
| 10. | Shared Dispositive Power | 0 | ||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person | 0 | ||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | ☐ | ||
| 13. | Percent of Class Represented by Amount in Row (11) | 0%(1) | ||
| 14. | Type of Reporting Person (See Instructions) | CO | ||
(1) Based on 37,978,142 shares of common stock issued and outstanding as of October 20, 2023.
| CUSIP No. 14888D208 | ||||
| 1. | Names of Reporting Persons | GNI USA, Inc. | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | (a) ☐ (b) ☐ | ||
| 3. | SEC Use Only | |||
| 4. | Source of Funds (See Instructions) | OO | ||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) | ☐ | ||
| 6. | Citizenship or Place of Organization | Delaware | ||
| Number of Shares Beneficially by Owned by Each Reporting Person With | 7. | Sole Voting Power | 0 | |
| 8. | Shared Voting Power | 6,266,521 | ||
| 9. | Sole Dispositive Power | 0 | ||
| 10. | Shared Dispositive Power | 6,266,521 | ||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person | 6,266,521 | ||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | ☐ | ||
| 13. | Percent of Class Represented by Amount in Row (11) | 16.50%(1) | ||
| 14. | Type of Reporting Person (See Instructions) | CO | ||
(1) Based on 37,978,142 shares of common stock issued and outstanding as of October 20, 2023.
Explanatory Note
This Amendment No. 1 to the statement on Schedule 13D (this “Amendment”) relates to shares of common stock, $0.001 par value (“Common Stock”) of Catalyst Biosciences, Inc., a Delaware corporation
(the “Issuer”), and amends the statement on Schedule 13D filed on January 5, 2023 (the “Original Schedule 13D” and, together with this Amendment, the “Schedule 13D”). Except as otherwise provided herein, each Item of the Original Schedule 13D remains
unchanged. Capitalized terms used and not defined in this Amendment have the meanings set forth in the Original Schedule 13D.
Item 2.
Identity and Background.
Item 2(a) of the Original Schedule 13D is amended and restated in its entirety as follows:
| a. | This Schedule 13D is being filed by GNI Group Ltd., a company incorporated under the laws of Japan with limited liability (“GNI Japan”), GNI Hong Kong Limited, a company incorporated under the laws of Hong Kong with limited liability (“GNI
Hong Kong”) and GNI USA, Inc., a Delaware corporation (“GNI USA” and, together with GNI Japan and GNI Hong Kong, the “Reporting Persons”). |
Items 2(b) and 2(c) of the Original Schedule 13D are amended by adding the following:
| b. | The principal business address of GNI USA is 12730 High Bluff Drive, Suite 250, San Diego, CA 92130. |
| c. | GNI USA is a wholly-owned subsidiary of GNI Japan. |
Item 4.
Purpose of Transaction.
Item 4 of the Original Schedule 13D is amended by adding the following:
Pursuant to that certain Share Purchase Agreement, dated as of October 27, 2023, by and between GNI Hong Kong and GNI Group, GNI Hong Kong assigned and transferred to GNI Group all of its right,
title and interest in and to all of its shares of Common Stock and all of its shares of Series X Convertible Preferred Stock, par value $0.001 per share, of the Issuer (“Convertible Preferred Stock”) in exchange for $ 54,626,653 in the
aggregate.
Immediately after such transfer, pursuant to that certain Contribution and Exchange Agreement, dated as of October 27, 2023, by and between GNI Group and GNI USA, GNI Group assigned
and transferred to GNI USA all of its right, title and interest in and to all of its shares of Common Stock and of Convertible Preferred Stock in exchange for 17.97 shares of common stock of GNI USA.
GNI USA acquired the shares of Common Stock and of Convertible Preferred Stock as part of a reorganization among related parties in order to consolidate into GNI USA the shares of Common Stock and of
Convertible Preferred Stock acquired by GNI Group and GNI Hong Kong in the transactions contemplated by the F351 Agreement.
Item 5.
Interest in Securities of the Issuer.
Item 5(e) of the Original Schedule 13D is amended and restated in its entirety as follows:
| e. | Effective as of October 27, 2023, GNI Hong Kong ceased to be the beneficial owner of more than five percent of the shares of Common Stock. |
Item 7.
Materials to be Filed as Exhibits.
Exhibit A — Share Purchase Agreement, dated as of October 27, 2023, by and between GNI Group Ltd. and GNI Hong Kong Limited.
Exhibit B — Contribution and Exchange Agreement, dated as of October 27, 2023, by and between GNI Group Ltd. and GNI USA, Inc.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Dated: October 30, 2023 | GNI Group Ltd. /s/ Thomas Eastling By:
Thomas Eastling Its:
Attorney-in-fact |
| Dated: October 30, 2023 | GNI Hong Kong Limited /s/ Thomas Eastling By: Thomas Eastling Its:
Attorney-in-fact |
| Dated: October 30, 2023 | GNI USA, Inc. /s/ Thomas Eastling By:
Thomas Eastling Its: Director |
Schedule A
MANAGING DIRECTORS AND EXECUTIVE OFFICERS OF GNI USA, INC.
| Name and Position | Business Office Address | Present Principal Occupation | ||
| Ying Luo, Ph.D. | Nihonbashi-Honcho YS Bldg. 3rd Floor 2-2-2 Nihonbashi-Honcho, Chuo-ku 103-0023 Tokyo, Japan | Director, President and Chief Executive Officer | ||
| Thomas Eastling | 12730 High Bluff Drive Suite 250 San Diego, CA 92130 | Director, Treasurer and Secretary |