Other Information.
−Removed: (a) Chief Medical Officer and Director Transitions
−Removed: Kamal Hamed, Chief Medical Officer, is departing the Company effective as of August 29, 2024.
−Removed: The Company has an ongoing executive search for a successor to Dr.
−Removed: Hamed and expects to enter into a consulting agreement with Dr.
−Removed: Hamed for transition services.
−Removed: In connection with his departure, Dr.
−Removed: Hamed shall also be entitled to the severance benefits described in his employment agreement, subject to entering into a separation agreement to implement the foregoing.
−Removed: Additionally, in connection with the foregoing, the Company appointed Board member, John C.
−Removed: Pottage, Jr., M.D., as its special advisor and entered into a consulting agreement with Dr.
−Removed: Pottage has significant expertise in drug development and regulatory matters, having over 20 years in the biopharma industry, including previously serving as Senior Vice President and Chief Scientific and Medical Officer of ViiV Healthcare, and currently being the Chair of the Company’s Development Committee of its Board of Directors.
−Removed: Pottage serves in his role as special advisor, the Company’s Board of Directors has replaced him on the Audit Committee with Milind Deshpande, who satisfies all applicable independence and other requirements to join the Audit Committee.
−Removed: (c) Director and Officer Trading Arrangements
+Added: Director and Officer Trading Arrangements
None of our directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as such terms are defined in Items 408(a) and 408(c) of Regulation S-K, respectively) during the quarterly period covered by this report.
+Added: Strategic Restructuring and Executive Retention
+Added: Refer to Note 11 “Subsequent Events” for further details around the restructuring and retention remuneration awarded to the Company’s executive officers.
Exhibit Description
6 unchanged sentences
(Exhibit 3.1)
−Removed: Spero Therapeutics, Inc.
−Removed: 2017 Stock Incentive Plan, as amended
+Added: Amended and Restated Bylaws of the Registrant
(Exhibit 3.1)
+Added: Consulting Agreement, effective as of August 29, 2024, by and between the Registrant and Kamal Hamed
+Added: Separation Agreement, dated July 30, 2024, by and between the Registrant and Kama Hamed.
+Added: Consulting Agreement, effective as of August 5, 2024, by and between the Registrant and John C.
+Added: Pottage, Jr., M.D.
+Added: Amendment 4 to Exclusive License Agreement, dated October 28, 2024, by and between the Registrant and GlaxoSmithKline Intellectual Property (No.
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: August 5, 2024
+Added: November 14, 2024
/s/ Satyavrat Shukla
2 unchanged sentences
(Principal Executive Officer)
−Removed: August 5, 2024
+Added: November 14, 2024
/s/ Esther Rajavelu
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.