Management Change/Compensation Form 8 K

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On June 30, 2024, Gyre Therapeutics, Inc. (the "Company") notified the Nasdaq Stock Market LLC ("Nasdaq") that, following Nassim Usman's resignation as a member of the Company's Board of Directors (the "Board") and as a member of the Audit Committee of the Board (the "Audit Committee"), the Company has a vacancy on its Audit Committee and intends to rely on the cure period set forth in the Nasdaq Listing Rules while it recruits a new Audit Committee member, as described in more detail below.

On July 2, 2024, the Company received a letter from Nasdaq confirming that the Company is no longer in compliance with Nasdaq's audit committee composition requirements as set forth in Nasdaq Listing Rule 5605, which requires that the audit committee of a listed company be comprised of at least three "independent directors" (as defined in Nasdaq Listing Rule 5605(a)(2)). Pursuant to Nasdaq Listing Rule 5605(c)(4), the Company intends to rely on the cure period to reestablish compliance with Nasdaq Listing Rule 5605. The cure period is generally defined as until the earlier of the Company's next annual meeting of stockholders or June 30, 2025.

The Board is in the process of identifying and selecting a new member of the Board who qualifies as "independent" and meets the audit committee criteria set forth in Nasdaq Listing Rule 5605. The Board intends to comply fully with Nasdaq audit committee requirements by or before the end of the cure period described above.