What changed in this filing

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Item 5. Other Information

2022-11-14 compared with 2022-08-10 · 25 added, 25 removed, 30 unchanged (63% of the section changed)

Other Information.

Nasdaq Deficiency Notice

On August 8, 2022, we received a deficiency letter (the “Notice”) from the Listing Qualifications Department of Nasdaq notifying us that, for the preceding 30 consecutive trading days, the closing bid price of our common stock was below the $1.00 per share minimum bid price requirement for continued inclusion on the Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(a)(1) (the “Bid Price Requirement”).

At this current time, this Notice has no effect on the listing of our common stock, which continues to trade on the Nasdaq Global Select Market (“Nasdaq GS”) under the symbol “SPRO”.

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we have until February 6, 2023 (the “Compliance Date”) to regain compliance with the Bid Price Requirement.

According to the Notice, if at any time before February 6, 2023, the closing bid price of our common stock is at least $1.00 per share for a minimum of 10 consecutive business days, Nasdaq will provide written notification that we have achieved compliance with the Bid Price Requirement and our common stock will continue to be eligible for listing on the Nasdaq GS.

If we do not regain compliance with the Bid Price Requirement by the Compliance Date, we may be eligible for an additional 180 day compliance period under the following circumstances.

To qualify, we would need to transfer the listing of the common stock to the Nasdaq Capital Market, provided that we meet the continued listing requirement for the market value of publicly held shares and all other initial listing standards, with the exception of the Bid Price Requirement.

To effect such a transfer, we would also need to

pay an application fee to Nasdaq and will need to provide written notice to Nasdaq of our intention to cure the deficiency during the additional compliance period by effecting a reverse stock split, if necessary.

As part of its review process, Nasdaq would make a determination of whether it believes we will be able to cure this deficiency.

If Nasdaq concludes that we will not be able to cure the deficiency, or if we do not cure the deficiency within such additional 180 day compliance period, Nasdaq will provide written notification to us that our common stock will be subject to delisting.

At that time, we may appeal Nasdaq’s delisting determination to a Nasdaq Listing Qualifications Panel (the “Panel”).

However, there can be no assurance that, if we receive a delisting notice and appeal the delisting determination by Nasdaq to the Panel, such appeal would be successful.

We intend to actively monitor the closing bid price of our common stock and may, if appropriate, consider implementing available options to regain compliance with the minimum bid price requirement under the Nasdaq Listing Rules.

Amendment to Larkin Consulting Agreement

Effective as of August 5, 2022, the consulting agreement between us and Cristina Larkin, dated May 3, 2022, was amended to revise the hourly rate payable to Ms.

Larkin from $300 to $475 per hour retroactively.

On November 10, 2022, we entered into amendments to the employment agreements (the “Employment Agreement Amendments”) with our Chief Executive Officer, Ankit Mahadevia, M.D., and Chief Financial Officer, Satyavrat Shukla, which amend certain provisions of their prior employment agreements with the Company (the “Prior Employment Agreements,”

and together with the Employment Agreement Amendments, the “Amended Employment Agreements”).

The Employment Agreement Amendments amend the Prior Employment Agreements to, inter alia, increase the benefits provided to Dr.

Mahadevia and Mr.

Shukla in the event that following a Change of Control (as defined in the Amended Employment Agreements), their employment with us is terminated by us without Cause or by Dr.

Mahadevia or Mr.

Shukla for Good Reason (in each case, as defined in the Amended Employment Agreements) (a “Qualified Change of Control Termination”).

Under the Amended Employment Agreements, in the event of a Qualified Change of Control Termination, with respect to cash compensation, (i) Dr.

Mahadevia will receive 18 months of his then-current base salary plus the amount of his then-current target performance bonus, and (ii) Mr.

Shukla will receive 12 months of his then-current base salary plus the amount of his then-current target performance bonus.

The foregoing description of the Employment Agreement Amendments is a summary only and is qualified in its entirety by reference to the Employment Agreement Amendments, which are attached hereto as Exhibit 10.6 and 10.7, respectively, and are incorporated herein by reference.

Exhibit Description

2 unchanged sentences

Form or Schedule

Separation Agreement, dated May 3, 2022, by and between the Registrant and Cristina Larkin

Separation Agreement, dated May 3, 2022, by and between the Registrant and David Melnick, M.D.

Consulting Agreement, dated May 3, 2022, by and between the Registrant and Cristina Larkin

Consulting Agreement, dated May 3, 2022, by and between the Registrant and David Melnick, M.D.

Revenue Interest Termination Agreement, dated June 7, 2022, by and between Spero Therapeutics, Inc., entities managed by HealthCare Royalty Management, LLC and HCR Collateral Management, LLC

Amendment 1 to Consulting Agreement, dated August 4, 2022, by and between the Registrant and Cristina Larkin

Spero Therapeutics, Inc.

2017 Stock Incentive Plan, as amended

(Exhibit 10.1)

License Agreement, dated September 21, 2022, by and between the Registrant and GlaxoSmithKline Intellectual Property (No.

Share Purchase Agreement, dated September 21, 2022, by and between the Registrant and Glaxo Group Limited

Employment Agreement, dated August 11, 2022, by and between the Registrant and Kamal Hamed

Amendment to Employment Agreement, dated November 10, 2022, by and between the Registrant and Ankit Mahadevia, M.D.

Amendment to Employment Agreement, dated November 10, 2022, by and between the Registrant and Satyavrat Shukla

Amendment to Employment Agreement, dated November 10, 2022, by and between the Registrant and Kamal Hamed, M.D., M.P.H., M.B.A

Amendment to Employment Agreement, dated November 10, 2022, by and between the Registrant and Timothy Keutzer

Amendment to Employment Agreement, dated November 10, 2022, by and between the Registrant and Tamara Joseph

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

10 unchanged sentences

# Management contract or compensatory plan.

Certain confidential portions of this Exhibit were omitted by means of marking such portions with brackets (“[***]”) because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.

Certain confidential portions of this Exhibit were omitted by means of marking such portions with brackets (“[***]”) because the identified confidential portions (i) are not material and (ii) is the type that the Registrant treats as private or confidential.

* The certification attached as Exhibit 32 that accompanies this Quarterly Report on Form 10-Q is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Spero Therapeutics, Inc.

2 unchanged sentences

SPERO THERAPEUTICS, INC.

August 10, 2022

November 14, 2022

/s/ Ankit Mahadevia, M.D.

2 unchanged sentences

(Principal Executive Officer)

August 10, 2022

November 14, 2022

/s/ Satyavrat Shukla

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information