8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (date of earliest event reported): July 18, 2017

Aeglea BioTherapeutics, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-37722	46-4312787
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

901 S. MoPac Expressway Barton Oaks Plaza One Suite 250 Austin, TX	78746
(Address of Principal Executive Offices)	(Zip Code)

(512) 942-2935

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act.  ☒

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

(b), (c) and (e)

On July 18, 2017, David G. Lowe, Chief Executive Officer, President and a member of the Board of Directors (the “Board”) of Aeglea BioTherapeutics, Inc. (the “Company”), informed the Board of his decision to resign from these roles and his employment at the Company, effective immediately. Dr. Lowe’s resignation from the Board was not due to any disagreement with the Company on any matter relating to its operations, policies or practices. A copy of Dr. Lowe’s letter of resignation is attached as Exhibit 99.1 to this report. On July 20, 2017, the Company issued a press release announcing Dr. Lowe’s decision to resign, a copy of which is attached as Exhibit 99.2 to this report.

In connection with Dr. Lowe’s resignation, the Company and Dr. Lowe entered into an agreement (the “Terms of Resignation Agreement”) setting forth the terms of Dr. Lowe’s separation from the Company. Pursuant to the Terms of Resignation Agreement, Dr. Lowe is entitled to severance payments and benefits provided for under his employment agreement and CEO severance agreement, including (1) continuation of his monthly base salary for 12 months following resignation or until Dr. Lowe obtains comparable employment with another employer, whichever is earlier, and (2) premium payments for continuing COBRA coverage for the same period. In addition, the Company and Dr. Lowe entered into a consulting agreement (the “Consulting Agreement”) pursuant to which Dr. Lowe will continue to provide executive transitional assistance on an as-needed basis through December 31, 2017, unless terminated earlier in accordance with its terms. In consideration for his services, all options and restricted stock awards held by Dr. Lowe will continue to vest for the duration of the Consulting Agreement.

Following Dr. Lowe’s resignation, the Board appointed Anthony G. Quinn, a member of the Board, to serve as the Company’s interim Chief Executive Officer, effective July 19, 2017, until the date on which a permanent Chief Executive Officer assumes office. Dr. Quinn, age 55, has served as a member of the Board since March 2016 and previously served as interim Chief Medical Officer of the Company between April and July 2017. Since October 2015, Dr. Quinn has worked as a private consultant for IDBioPharm Consulting LLC. From August 2009 to June 2015, Dr. Quinn served as Head of Research & Development and Chief Medical Officer initially at the Senior Vice President level and subsequently at the Executive Vice President level for Synageva BioPharma Corp., a publicly traded biopharmaceutical company that was acquired by Alexion Pharmaceuticals, Inc. in June 2015. Following the acquisition, Dr. Quinn worked for Alexion Pharmaceuticals from June 2015 to September 2015. Dr. Quinn received a B.MSc in General Pathology and a M.B Ch.B in Medicine from the University of Dundee. Dr. Quinn later earned a Ph.D. in Cancer Research from the University of Newcastle upon Tyne. There are no family relationships between Dr. Quinn and any previous or current officers or directors of the Company, and there are no related party transactions reportable under Item 404(a) of Regulation S-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description of Exhibit
99.1	Resignation Letter, dated July 18, 2017
99.2	Press Release dated July 20, 2017

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.

	AEGLEA BIOTHERAPEUTICS, INC.
Date: July 20, 2017	By:	/s/ Charles N. York II
		Name:	Charles N. York II
		Title:	Chief Financial Officer and Vice President

INDEX TO EXHIBITS

Exhibit Number	Description of Exhibit
99.1	Resignation Letter, dated July 18, 2017
99.2	Press Release dated July 20, 2017

EX-99.1

Exhibit 99.1

RESIGNATION LETTER

July 18, 2017

Aeglea BioTherapeutics, Inc.

Re: Resignation

To the Board of Directors:

Effective as of the date written above, I hereby voluntarily resign (i) as a member of the Board of Directors (the “Board”) of Aeglea BioTherapeutics, Inc. (together with its subsidiaries, the “Company”) and as a member of each committee of the Board on which I may serve and (ii) from any and all officer and employment positions of the Company, including without limitation as the Chief Executive Officer of the Company.

Sincerely,

/s/ David G. Lowe

David G. Lowe

EX-99.2

Exhibit 99.2

Aeglea BioTherapeutics Announces Leadership Change

- Anthony Quinn, M.B Ch.B, Ph.D., Aeglea board member, former head of R&D at Synageva BioPharma, named interim CEO -

AUSTIN, Texas, July 20, 2017 — Aeglea BioTherapeutics, Inc. (NASDAQ: AGLE), a biotechnology company committed to developing enzyme-based therapeutics in the field of amino acid metabolism to treat rare genetic diseases and cancer, today announced that David G. Lowe, Ph.D., resigned as the company’s president, chief executive officer and director, effective immediately. Anthony Quinn, M.B Ch.B, Ph.D., has been appointed to serve as interim chief executive officer while the company conducts a comprehensive search for a permanent chief executive officer.

Dr. Quinn has played a significant role in the leadership of Aeglea. He has been a member of the board of directors since 2016 and recently served as interim chief medical officer. With more than 20 years’ experience in the pharmaceutical and biotech industries, Dr. Quinn has an accomplished track record as a drug developer. He served as head of R&D and chief medical officer at Synageva BioPharma Corp. until the company’s acquisition by Alexion Pharmaceuticals in 2015. During his tenure at Synageva, he played a key role in securing European and U.S. approvals of Kanuma™ for Lysosomal Acid Lipase Deficiency and in building the company’s research and development organization and rare disease drug pipeline. Prior to Synageva, he was head of clinical research and exploratory development at Roche, which included leadership responsibility for the inflammation disease portfolio including the Mabthera^TM, Rituxan^TM and Actemra^TM programs.

“In addition to his seasoned leadership, Anthony brings broad experience in drug development, particularly in rare genetic disease. This will be critical to Aeglea’s future success as we continue to advance our preclinical and clinical pipeline,” said Armen Shanafelt, Ph.D., chairman of Aeglea’s board of directors. “With our strong management team, we are confident Anthony will provide continuity of leadership while we undergo a search for a permanent CEO.”

Dr. Shanafelt added, “It has been a privilege to work with David and I’d like to thank him for all that he has accomplished with Aeglea over the last several years through his hard work and passion for the company. We wish him well on the next phase of his career.”

Under Dr. Lowe’s leadership, Aeglea progressed from a preclinical-stage to a clinical-stage company, with three ongoing clinical trials in rare genetic disease and cancer. He played a key role in securing institutional financing for Aeglea, including a successful initial public offering in 2016.

“It has been an honor to work with the team at Aeglea,” said Dr. Lowe. “I am proud that we have established such a strong foundation to further Aeglea’s mission of providing new therapies that address unmet needs in rare disease and cancer.”

About Aeglea BioTherapeutics

Aeglea is a biotechnology company committed to developing enzyme-based therapeutics in the field of amino acid metabolism to treat rare genetic diseases and cancer. The company’s engineered human enzymes are designed to modulate the extremes of amino acid metabolism in the blood to reduce toxic levels of amino acids in inborn errors of metabolism or target tumor metabolism for cancer treatment. AEB1102, Aeglea’s lead product candidate, is currently being studied in two ongoing Phase 1 clinical trials in patients with advanced solid tumors and acute myeloid leukemia/myelodysplastic syndrome (AML/MDS). Additionally, Aeglea is recruiting patients into its ongoing Phase 1/2 trial of AEB1102 for the treatment of patients with Arginase 1 Deficiency. The company is building a pipeline of additional product candidates targeting key amino acids, including AEB4104, which degrades homocystine, a target for an inborn error of metabolism, as well as two potential treatments for cancer, AEB3103, which degrades cysteine/cystine, and AEB2109, which degrades methionine. For more information, please visit http://aegleabio.com.

Safe Harbor / Forward Looking Statements

This press release contains “forward-looking” statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,” “may,” “should,” “will” and similar references to future periods. These statements are subject to numerous risks and uncertainties that could cause actual results to differ materially from what we expect. Examples of forward-looking statements include, among others, the potential therapeutic benefits and economic value of our product candidates. Further information on potential risk factors that could affect our business and its financial results are detailed in our most recent Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed with the Securities and Exchange Commission (SEC), and other reports as filed with the SEC. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

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Media Contact:

Kelly Boothe, Ph.D.

Pure Communications

415.946.1076

media@aegleabio.com

Investor Contact:

Charles N. York II

Chief Financial Officer

Aeglea BioTherapeutics

investors@aegleabio.com