SEC Form S-8 filed by Spyre Therapeutics Inc.
$SYRE
Biotechnology: Pharmaceutical Preparations
Health Care
As filed with the Securities and Exchange Commission on November 7, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SPYRE THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
___________________________________________________________________________________________________
| Delaware | 46-4312787 | |||||||
| (State or Other Jurisdiction of Incorporation) | (IRS Employer Identification No.) | |||||||
221 Crescent Street Building 23 Suite 105 | ||||||||
| Waltham, Massachusetts 02453 | ||||||||
| (Address of Principal Executive Offices, Zip Code) | ||||||||
Spyre Therapeutics, Inc. 2018 Equity Inducement Plan
(Full title of the plans)
Heidy King-Jones
Chief Legal Officer and Corporate Secretary
Spyre Therapeutics, Inc.
221 Crescent Street
Building 23
Suite 105
Waltham, Massachusetts 02453
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Ryan Murr
Branden Berns
Gibson, Dunn & Crutcher LLP
One Embarcadero Center, Suite 3000
San Francisco, CA 94111
___________________________________________________________________________________________________
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||||||||||||||||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||||||||||||||||
Emerging growth company | ☐ | |||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
On September 20, 2024, Spyre Therapeutics, Inc. (the “Registrant”) amended the Registrant’s 2018 Equity Inducement Plan (as amended, the “2018 Plan”) to provide for the issuance of an additional 1,000,000 shares (the “Additional Shares”) of common stock, par value $0.0001 per share (“Common Stock”), which may be granted by the Registrant to certain employees as a material inducement to their acceptance of employment with the Registrant in accordance with Nasdaq Listing Rule 5635(c)(4). These shares are in addition to the 6,044,000 shares of Common Stock previously authorized for issuance pursuant to the 2018 Plan.
This Registration Statement on Form S-8 is being filed by the Registrant pursuant to General Instruction E to Form S-8, under the Securities Act of 1933, as amended, to register the Additional Shares to be issued pursuant to the 2018 Plan.
The information contained in the Registrant’s registration statements on Form S-8 filed with the Securities and Exchange Commission (“SEC”) on March 13, 2018 (Registration No.333-223614) and December 22, 2023 (Registration No. 333-276256), together with all exhibits filed therewith or incorporated therein by reference, are hereby incorporated by reference pursuant to General Instruction E to Form S-8, and the shares of Common Stock registered hereunder are in addition to the shares of Common Stock registered on such registration statements with respect to the 2018 Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
| Item 1. Plan Information | |||||
The documents containing the information required by Part I of Form S-8 (plan information and registrant information and employee plan annual information) will be sent or given to employees as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”). Such documents need not be filed with the SEC either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 8. Exhibits | |||||
| Exhibit Number | Exhibit Description | |||||||
| 4.1 | ||||||||
| 4.2 | ||||||||
| 5.1* | ||||||||
| 23.1* | ||||||||
| 23.2* | ||||||||
| 24.1* | ||||||||
| 99.1* | ||||||||
| 107* | ||||||||
| * | Filed herewith. | ||||
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Waltham, Massachusetts, on this 7th day of November, 2024.
SPYRE THERAPEUTICS, INC. | ||||||||||||||
| Date: | November 7, 2024 | By: | /s/ Cameron Turtle, DPhil | |||||||||||
| Name: Cameron Turtle, DPhil Title: Chief Executive Officer | ||||||||||||||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Dr. Cameron Turtle and Mr. Scott Burrows, jointly and severally, as his or her true and lawful attorney-in-fact and agent with full power of substitution, for him or her in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature | Title | Date | ||||||||||||
| /s/ Cameron Turtle, DPhil | Chief Executive Officer and Director | November 7, 2024 | ||||||||||||
Cameron Turtle, DPhil | (Principal Executive Officer) | |||||||||||||
| /s/ Scott Burrows | Chief Financial Officer | November 7, 2024 | ||||||||||||
Scott Burrows | (Principal Financial Officer and Principal Accounting Officer) | |||||||||||||
/s/ Jeffrey W. Albers | Chairman of the Board | November 7, 2024 | ||||||||||||
Jeffrey W. Albers | ||||||||||||||
/s/ Peter Harwin | Director | November 7, 2024 | ||||||||||||
| Peter Harwin | ||||||||||||||
/s/ Michael Henderson, M.D. | Director | November 7, 2024 | ||||||||||||
| Michael Henderson, M.D. | ||||||||||||||
/s/ Tomas Kiselak | Director | November 7, 2024 | ||||||||||||
| Tomas Kiselak | ||||||||||||||
/s/ Mark McKenna | Director | November 7, 2024 | ||||||||||||
| Mark McKenna | ||||||||||||||
/s/ Sandra Milligan | Director | November 7, 2024 | ||||||||||||
| Sandra Milligan | ||||||||||||||
/s/ Laurie Stelzer | Director | November 7, 2024 | ||||||||||||
| Laurie Stelzer | ||||||||||||||