Other Information.
−Removed: On November 12, 2023, our Board of Directors (the “Board”) approved an amendment and restatement of our Amended and Restated Bylaws (as so amended and restated, the “Amended and Restated Bylaws”), effective immediately.
−Removed: The amendments effected by the Amended and Restated Bylaws, among other things:
−Removed: Eliminate the former requirement that the list of stockholders entitled to vote at a stockholder meeting also be made available during the actual meeting;
−Removed: Address adjournment of stockholder meetings relying on remote communication due to a technical failure;
−Removed: Authorize the adoption of emergency bylaws that alter the procedural requirements for calling director meetings and establishing a quorum;
−Removed: Revise and enhance, in light of the universal proxy rules adopted by the Securities and Exchange Commission, procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submission of proposals regarding other business at stockholder meetings by:
−Removed: Requiring additional background information, disclosures and certain representations from proposing stockholders and beneficial owners and the respective affiliates and associates of, or others acting in concert with such stockholder and such beneficial owner (each, a “Stockholder Associated Person”);
−Removed: Providing that if any stockholder, beneficial owner and/or Stockholder Associated Person that intends to solicit proxies in support of any nominees other than our nominees provides the notice and information required by Rule 14a-19(b) under the Exchange Act, then such stockholder, beneficial owner and/or Stockholder Associated Person, upon request by us, must provide to us no later than five business days prior to the applicable meeting, reasonable evidence that it has met the requirements of soliciting the holders of shares of at least 67% of the voting power of shares entitled to vote on the election of directors and including a statement to that effect in the proxy statement or form of proxy;
−Removed: Providing that if any stockholder, beneficial owner and/or Stockholder Associated Person fails to comply with the requirements of Rule 14a-19 under the Exchange Act (or fails to timely provide reasonable evidence sufficient to satisfy the Company that such requirements have been met), then we will disregard the nomination of each of the director nominees proposed by such stockholder, beneficial owner and/or Stockholder Associated Person and any proxies or votes solicited for such nominees.
−Removed: The Amended and Restated Bylaws also include various other updates, including certain technical, conforming and clarifying changes.
−Removed: The foregoing description of the Amended and Restated Bylaws is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
+Added: The prearranged written stock sale plan adopted in accordance with Rule 10b5-1 of the Exchange Act of Satyavrat Shukla , our President and Chief Executive Officer , terminated by its terms on February 15, 2024 .
Exhibit Description
2 unchanged sentences
Form or Schedule
−Removed: Amended and Restated Bylaws of Spero Therapeutics, Inc.
+Added: Employment Agreement, dated October 31, 2023, by and between the Registrant and Esther Rajavelu
+Added: Separation Agreement, dated February 9, 2024, by and between the Registrant and Tamara Joseph
+Added: Form 10-K (Exhibit 10.18)
+Added: Consulting Agreement, dated February 9, 2024, by and between the Registrant and Tamara Joseph
+Added: Form 10-K (Exhibit 10.19)
+Added: Amendment 3 to Exclusive License Agreement, dated March 4, 2024, by and between the Registrant and GlaxoSmithKline Intellectual Property (No.
2019 Inducement Equity Incentive Plan, as amended
−Removed: (Exhibit 4.5)
−Removed: Form of Stock Option Agreement under the 2019 Inducement Equity Incentive Plan, as amended.
−Removed: (Exhibit 4.6)
−Removed: Form of Restricted Stock Unit Agreement under the 2019 Inducement Equity Incentive Plan, as amended.
−Removed: (Exhibit 4.7)
+Added: Form 10-K (Exhibit 10.4)
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
10 unchanged sentences
+ Management contract or compensatory plan.
+Added: 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.
−Removed: November 13, 2023
/s/ Satyavrat Shukla
2 unchanged sentences
(Principal Executive Officer)
−Removed: November 13, 2023
−Removed: /s/ Stephen J.
−Removed: Interim Chief Financial Officer and Treasurer
+Added: /s/ Esther Rajavelu
+Added: Esther Rajavelu
+Added: Chief Financial Officer, Chief Business Officer and Treasurer
(Principal Financial Officer and Principal Accounting Officer)
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.