GYRE THERAPEUTICS, INC. appointed new CEO

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


Departure of Directors


On October 30, 2023, Augustine Lawlor and Andrea Hunt each notified the board of directors of Catalyst of his or her intention to resign from the Board and committees of the Board on which he or she served, effectively immediately. Neither Mr. Lawlor's nor Ms. Hunt's resignation was the result of any disagreements with Catalyst or the Board on any matter relating to Catalyst's operations, policies or practices.


Appointment of Directors


On October 30, 2023, the Board increased the authorized number of directors to be eight (8) members and appointed the following five (5) individuals to the Board: Gordon G. Carmichael, Ph.D. (as a Class I Director), Songjiang Ma (as a Class I Director), Renate Perry, Ph.D. (as a Class III Director), Charles Wu, Ph.D. (as a Class III Director) and Han Ying, Ph.D. (as a Class II Director) to the Board. Ying Luo, Ph.D. is serving as the Chairman of the Board. Class I directors hold terms expiring at Gyre's 2025 Annual Meeting of Stockholders, Class II directors hold terms expiring at Gyre's 2026 Annual Meeting of Stockholders and Class III directors hold terms expiring at Gyre's 2024 Annual Meeting of Stockholders.


Other than pursuant to the Business Combination Agreement, there were no arrangements or understandings between Gyre's newly appointed directors and any person pursuant to which they were elected. None of Gyre's newly appointed directors has a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.


Each of the newly appointed directors' biographical information is set forth below.


Gordon G. Carmichael, Ph.D. (Age 75). Since 2017, Dr. Carmichael has served as a Director of the Connecticut Cell and Genome Engineering Core Facility. Dr. Carmichael has been a Professor of Genetics and Genome Sciences at the University of Connecticut Health Center in Farmington, Connecticut Health since 2003. His research focuses on the molecular signals which control the expression and function of RNA molecules. In 2018, he was elected to the Connecticut Academy of Science and Engineering. Dr. Carmichael served on National Institutes of Health review panels from 2017 to 2018, and in 2023, as a member of the R35 Review Panel. Since 2017, he has been on the Editorial Board of the journals Biomolecules and Frontiers in Genetics and was an Associate Editor of WIREs RNA, a scientific journal, from 2010 to 2018. He was a postdoctoral fellow in virology at the Swiss Institute for Experimental Cancer Research and at Harvard Medical School and was named as a fellow of the Jane Coffin Childs Memorial Fund for Medical Research. Dr. Carmichael was also a research fellow and assistant professor in pathology at Harvard Medical School from 1977 to 1982. He holds a B.S. in physics from Duke University, and a Ph.D. in biophysics from Harvard University. His Ph.D. research was carried out in the lab of Nobel Laureates James Watson and Walter Gilbert.


Songjiang Ma (Age 68). Mr. Ma has served as an executive director of BC since January 2022 and as Honorary Chairman since April 2023. Prior to being re-designated as an executive director, Mr. Ma served as a director of BC from June 2006. Mr. Ma has over 25 years of experience in the pharmaceutical industry. Mr. Ma founded Kangdini Factory, one of the founding shareholders of BC, in June 1996, and acted as its general manager from June 1996 to March 2006, and then as the supervisor since March 2006. After the incorporation of BC in June 2002, he served as the vice president of BC from June 2002 to July 2011 and then as the general manager since July 2011. Prior to founding Kangdini Factory, Mr. Ma served as the general manager of Beijing Pan-continental Medical Limited. He also worked at the Beijing Science Institute of Electric Power Research Institute Computer College from September 1983 to December 1987, during which he was also seconded to Beijing Jinxing Computer Engineering Company from June 1985 to October 1986. He worked at Shaanxi Communication Planning and Design Institute Co., Ltd. (formerly known as Shaanxi Provincial Institute of Posts) from September 1978 to September 1980. Mr. Ma was the chairman of Beijing Dalu Automation Control System Co., Ltd., the business license of which was revoked on December 9, 1999. He confirmed that, to the best of his knowledge and belief, as of May 15, 2023, no claims have been made against him and he is not aware of any threatened or potential claims made against him and there are no outstanding claims and/or liabilities as a result of the revocation of the above company. Mr. Ma graduated from Beijing University of Posts and Telecommunication (formerly known as Beijing College of Posts and Telecommunication) in the PRC in August 1978, majoring in radio technology and short-wave communication. He further obtained his master's degree in engineering from China Electric Power Research Institute (formerly known as Electric Power Research Institute) in the PRC in September 1983.


Renate Parry, Ph.D. (Age 61). Since 2020, Dr. Parry has served as a consultant in oncology research and development and business strategy. She worked at Varian Medical Systems ("Varian"), a medical device company, as Senior Manager from 2008 to 2012, then as Director of Translational Medicine from 2012 to 2016, and as Senior Director from 2016 to 2019, where she was responsible for developing and implementing a novel strategy to improve cancer radiation therapy while reducing radiation-induced side effects. Prior to Varian, Dr. Parry served as an oncology scientist for Berlex Biosciences, and as a research scientist at the Institute for Diagnostic Research at Schering AG. She has developed and advanced three novel drugs for oncology and fibrosis indications, advancing these programs from conception to clinical trials. Dr. Parry has authored or co-authored over 15 publications and has 15 registered patents. She received her diploma and Ph.D. in biology from the Institute of Toxicology at the Johannes-Gutenberg-University of Mainz, Germany.


Charles Wu, Ph.D. (Age 63). Dr. Wu has served as a director of BC since April 2023. Dr. Wu has over 30 years of experience in the field of CMC. He joined BC as the chief technology officer in January 2020, which position he held until April 2023, and served as the general manager of BC's Cangzhou branch from January 2020 to October 2020. He was further appointed as vice president in December 2020, which position he held until April 2023. Prior to joining BC, Dr. Wu served as a vice president of the Active Pharmaceutical Ingredient (API) division of Zhejiang Huahai Pharmaceutical Co., Ltd. ("Zhejiang Huahai") from February 2019 to September 2019, as a technical consultant of Shandong Lixin Pharmaceuticals Co., Ltd. from January 2018 to February 2019, as the general manager of Teva Pharmaceutical & Chemical (Hangzhou) Co., Ltd. from November 2016 to January 2018, as the general manager of Xellia (Taizhou) Pharmaceutical Co., Ltd. from April 2014 to November 2016, as the vice president of Lianhe Chemical Technology Co., Ltd. from June 2011 to March 2013 and as the executive director in API production technology of Zhejiang Huahai from April 2010 to June 2011. Dr. Wu has also had extensive experience in R&D in the pharmaceutical industry, which includes his research experience at Wyeth Holdings Corporation, Honeywell International Inc. (formerly known as AlliedSignal Inc.), Rohm and Haas Company and the Virginia Polytechnic Institute and State University. Dr. Wu obtained his bachelor's degree in polymer chemistry from University of Science and Technology of China in the PRC in July 1983. He further obtained his doctoral degree in chemistry from University of Maryland, College Park in December 1989. He obtained his MBA certificate from Tulane University in April 2004. He obtained the qualification of professor-level senior engineer from Zhejiang Province Human Resources and Social Security Department in June 2015.


Han Ying, Ph.D. (Age 58). Dr. Ying currently serves as a director of the Gene Corporation and as a director of Base Therapeutics. Dr. Ying has served as the co-founder and chief operating officer of Base Therapeutics since 2021. From 2020 to 2021, he served as the chief technology officer for Tactiva Therapeutics. From 2017 to 2019, Dr. Ying served as the scientific founding team member for T-Cure Bioscience and as chief scientific officer in the in the biomedical sector of Sanpower Group. From 1999 to 2022, Dr. Ying served as a principal investigator at the Maxine Dunitz Neurosurgical Institute, where he oversaw a clinical laboratory conducting dendritic cell vaccine trials for malignant brain tumors. From 2002 to 2007, he served as a project leader in the Cancer Research Department of Berlex Biosciences. From 2007 to 2009, Dr. Ying was at Monogram Biosciences, a personalized medicine company that developed biomarkers for a selection of patients for novel targeted drugs. In 2012, Dr. Ying co-founded Immunnova, a biotech company focused on dendritic cell vaccines and antigen-specific T cells. He has consulted for several early and late-stage biotech companies in the field of cancer immunotherapy, including HRYZ, Sanpower Group and SinoBioway, and he served as the key technical expert for the international mergers and acquisitions team that completed the acquisition of Dendreon by Sanpower Group in 2017. Dr. Ying received his Ph.D. in cancer biology from Stanford University and his B.S. and M.S. in biological studies from Beijing University. He completed his post-doctoral training at the National Cancer Institute.


Committees of the Board of Directors


Audit Committee


On October 30, 2023, Nassim Usman, Ph.D., Renate Parry, Ph.D. and Han Ying, Ph.D. were appointed to the Audit Committee of the Board, and Nassim Usman, Ph.D. was appointed the chair of the Audit Committee. The Board has determined that (i) each of Nassim Usman, Ph.D., Renate Parry, Ph.D. and Han Ying, Ph.D. is independent under applicable Nasdaq listing standards and Rule 10A-3(b)(1) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (ii) Nassim Usman, Ph.D. is an "audit committee financial expert" within the meaning of the SEC regulations; and (iii) each member of the Audit Committee has the requisite financial expertise required under the applicable requirements of Nasdaq. In arriving at this determination, the Board examined each Audit Committee member's scope of experience and the nature of their employment.


Compensation Committee


On October 30, 2023, Nassim Usman, Ph.D., Han Ying, Ph.D., Gordon G. Carmichael, Ph.D. and Renate Parry, Ph.D. were appointed to the Compensation Committee of the Board (the "Compensation Committee"), and Han Ying, Ph.D. was appointed the chair of the Compensation Committee. The Board has determined that each member is independent under applicable Nasdaq listing standards and is a "non-employee director" as defined in Rule 16b-3 promulgated under the Exchange Act.


Nominating and Corporate Governance Committee


On October 30, 2023, Ying Luo, Ph.D., Thomas Eastling and Gordon G. Carmichael were appointed to the Nominating and Corporate Governance Committee of the Board (the "Nominating Committee"), and Ying Luo, Ph.D. was appointed the chair of the Nominating Committee. The Board has determined that Gordon G. Carmichael, Ph.D. is independent, and Ying Luo, Ph.D. and Thomas Eastling are not independent under applicable Nasdaq listing standards. Gyre is relying on the exception available for "controlled companies" under which it is not required to have a nominating committee comprised entirely of independent directors within the meaning of applicable Nasdaq listing standards.


Departure of Certain Officers


On October 30, 2023, immediately prior to and effective upon the Closing, Nassim Usman, Ph.D., Catalyst's President and Chief Executive Officer, ceased to be an officer of Gyre but is remaining a director of Gyre. Catalyst previously entered into an offer letter with Dr. Usman, pursuant to which he became eligible to receive severance benefits upon a qualifying termination of employment. 


On October 30, 2023, immediately prior to and effective upon the Closing, Seline Miller, Catalyst's Interim Chief Financial Officer, ceased to be an officer of Gyre. Ms. Miller has agreed to provide consulting services regarding matters relating to Gyre's accounting practices and financial reporting from the Closing until March 31, 2024. Catalyst previously entered into an amended employment agreement with Ms. Miller, pursuant to which she became eligible to receive severance benefits upon a qualifying termination of employment. 


Appointment of Certain Officers


On October 30, 2023, the Board appointed Charles Wu, Ph.D. as Gyre's Chief Executive Officer, Songjiang Ma as Gyre's President, Ruoyu Chen as Gyre's Interim Chief Financial Officer and Weiguo Ye as Gyre's Chief Operating Officer, each to serve at the discretion of the Board.


Thomas Eastling, who is a current director of Gyre, and Ms. Chen are husband and wife. Except for the foregoing, none of Gyre's other newly appointed officers has any family relationships with any of Gyre's directors or executive officers. Other than the Chen Employment Agreement described below, none of Gyre's newly appointed officers has a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.


Each of the newly appointed principal officers' biographical information is set forth below.


Charles Wu, Ph.D. Dr. Wu's biographical information is disclosed in the section above under the heading "Appointment of Directors."


On October 30, 2023, Gyre entered into an employment agreement with Dr. Wu (the "Wu Employment Agreement") to serve as Gyre's Chief Executive Officer. The Wu Employment Agreement provides for Dr. Wu's at-will employment and an annual base salary of $300,000, an annual bonus to be determined annually by the Board or the Compensation Committee, as well as his ability to participate in Gyre's employee benefit plans generally. In the event of the termination of Dr. Wu's employment by Gyre without "Cause" or by Dr. Wu for "Good Reason" (as each such term is defined in the Wu Employment Agreement), subject to Dr. Wu's execution without revocation of a release of claims against Gyre and its affiliates, Dr. Wu will be entitled to: (i) an amount equal to Dr. Wu's then-current annual base salary, paid in installments over twelve months, (ii) for up to twelve months, reimbursement of premium payments, as if Dr. Wu had remained an active employee, for any COBRA coverage that he timely elects and (iii) accelerated vesting of the portion of any outstanding equity awards held by Dr. Wu as of the termination date that were scheduled to vest during the twelve month period following Dr. Wu's termination date, had he remained employed during such time.


Songjiang Ma. Mr. Ma's biographical information is disclosed in the section above under the heading "Appointment of Directors."


Ruoyu Chen (Age 53). Ms. Chen has worked as senior vice president of finance of GNI USA since 2021. She is primarily responsible for managing the business of GNI Group in the United States. She has also served as a director of BC since 2018. Ms. Chen has over 20 years of management experience working for multinational companies in departments such as global finance, audit, internal control, taxation, administration and mergers and acquisitions. From 2014 to 2021, Ms. Chen served as the director of finance and accounting of GNI Group and directly reported to the chief financial officer of GNI Group. In this role, she led investments, financing, financial reporting, and public company disclosure, and was responsible for budget management and financial analysis. From 2012 to 2014, Ms. Chen worked as a manager of the internal audit division at Protiviti Japan. From 2007 to 2011, she worked at BDO International Japan as an auditor. From 1999 to 2003, Ms. Chen worked at Arthur Andersen Japan, where she participated in strategic consulting projects that implemented the enterprise resource planning systems at several Japanese multinational companies. From 1997 to 1999, she worked as a corporate strategy consultant for Mitsubishi UFJ Consulting and Research Japan. Ms. Chen holds a bachelor's degree from Nankai University in the PRC and a master's degree from the Graduate School of Economics at Kyoto University in Japan. She is a certified public accountant in Washington State and a CFA Level 2 candidate.


On October 30, 2023, Gyre entered into an employment agreement with Ms. Chen (the "Chen Employment Agreement"), to serve as Gyre's Interim Chief Financial Officer. The Chen Employment Agreement provides for Ms. Chen's at-will employment and an annual base salary of $250,000, an annual bonus to be determined annually by the Board or the Compensation Committee, as well as her ability to participate in Gyre's employee benefit plans generally. In the event of the termination of Ms. Chen's employment by Gyre without "Cause" or by Ms. Chen for "Good Reason" (as each such term is defined in the Chen Employment Agreement), subject to Ms. Chen's execution without revocation of a release of claims against Gyre and its affiliates, Ms. Chen will be entitled to: (i) an amount equal to Ms. Chen's then-current annual base salary, paid in installments over twelve months, (ii) for up to twelve months, reimbursement of premium payments, as if Ms. Chen had remained an active employee, for any COBRA coverage that she timely elects and (iii) accelerated vesting of the portion of any outstanding equity awards held by Ms. Chen as of the termination date that were scheduled to vest during the twelve month period following Ms. Chen's termination date, had she remained employed during such time.


Weiguo Ye (Age 46). Mr. Ye has served as BC's director and president since April 2023, and is primarily responsible for the overall management and operation of BC. Mr. Ye has over 20 years of experience in the pharmaceutical industry. Prior to his current position with BC, Mr. Ye held a series of positions at BC of increasing responsibility, including as a sales director from December 2016 to September 2017, vice president from September 2017 to May 2018, executive vice president from May 2018 to April 2023 and chief operating officer from January 2021 to April 2023. Prior to joining BC, Mr. Ye had over 18 years of sales management experience. Mr. Ye served as the marketing vice president of Hubei Monyan Pharmaceuticals Co., Ltd. from March 2015 to November 2016 and as the grand area manager and then national sales director of Jiangsu Simcere Pharmaceutical Co., Ltd. from November 2011 to February 2015. He worked at Shanghai Roche Pharmaceutical Ltd. from August 1997 to November 2011, with his last position as the regional sales manager. Mr. Ye obtained his undergraduate diploma in applied pharmacy through online learning from Peking University in the PRC in July 2009. He further obtained his executive master of business administration degree (EMBA) from China Europe International Business School in the PRC in August 2021.


The above descriptions of the employment agreements for Dr. Wu and Ms. Chen are not complete and are qualified in their entirety by reference to the full text of the Wu Employment Agreement and the Chen Employment Agreement, copies of which are attached hereto as Exhibits 10.4 and 10.5 and are incorporated herein by reference.