UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
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Emerging growth company
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| Item 3.02. | Unregistered Sales of Equity Securities |
On April 23, 2024, Spyre Therapeutics, Inc. (the “Company”) entered into an exchange agreement (the “Exchange Agreement”) with an existing stockholder (the “Stockholder”), pursuant to which the Stockholder agreed to exchange an aggregate of 90,992 shares of the Company’s Series A Non-Voting Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), for an aggregate of 3,639,680 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) (the “Exchange”).
The Common Stock issued in connection with the Exchange were issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration contained in Section 3(a)(9) of the Securities Act.
Immediately following the closing of the Exchange on April 25, 2024, the Company had a total of (i) 40,279,414 shares of Common Stock outstanding, (ii) 346,045 shares of Series A Preferred Stock outstanding, which are convertible into 13,841,800 shares of Common Stock and (iii) 271,625 shares of Series B Non-Voting Convertible Preferred Stock outstanding, which are convertible into 10,865,000 shares of Common Stock.
The foregoing description of the Exchange Agreement is not complete and is qualified in its entirety by reference to the full text of the Exchange Agreement in substantially the form filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 10.1 | Exchange Agreement, dated April 23, 2024, by and between the Company and Fairmount Healthcare Fund II L.P. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: April 25, 2024 | SPYRE THERAPEUTICS, INC. | |||||
| By: | /s/ Cameron Turtle | |||||
| Cameron Turtle Chief Executive Officer | ||||||