Item 5. Other Information
Item 5. Other Information.
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.
83
Item 6. Exhibits
Exhibit
Number
Exhibit Description
Filed with
this Report
Incorporated by
Reference herein from
Form or Schedule
Filing Date
SEC File /
Registration
Number
3.1
Amended and Restated Certificate of Incorporation of the Registrant
Form 8-K
(Exhibit 3.1)
11/6/2017
001-38266
3.2
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Registrant
Form 8-K
(Exhibit 3.1)
8/18/2021
001-38266
3.3
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Registrant
Form 8-K
(Exhibit 3.1)
6/25/2026
001-38266
3.4
Amended and Restated Bylaws of the Registrant
Form 10-Q
(Exhibit 3.1)
11/13/2023
001-38266
10.1
2026 Stock Incentive Plan
Form S-8
(Exhibit 99.1)
6/23/2026
333-296972
10.2
Form of Stock Option Agreement under the 2026 Stock Incentive Plan
X
10.3
Form of Restricted Stock Unit Agreement under the 2026 Stock Incentive Plan
X
10.4
Exclusive License Agreement, dated July 8, 2026, by and between the Registrant and Innovent Biologics (Suzhou) Co., Ltd. and Fortvita Biologics (USA), Inc.
X
10.5
Note Purchase and Guaranty Agreement dated July 8, 2026, by and between the Spero Holdings SPV, LLC, Spero SPV, LLC and the purchasers party thereto and HCR Spero SPV, LLC, as the purchaser representative for such purchasers
X
10.6
Royalty and Milestone Payment Interest Purchase and Sale Agreement dated July 8, 2026, by and between Spero SPV, LLC and the purchasers party thereto and HCR Spero SPV, LLC, as the purchaser representative for such purchasers
X
10.7
Limited Recourse Guaranty dated July 8, 2026, by and between the Registrant and HCR Spero SPV, LLC
X
10.8
Employment Agreement, dated August 3, 2026 by and between the Registrant and Debra Zack, M.D., PhD
X
10.9
Termination Agreement, dated August 11, 2026, by and between Registrant and Everest Medicines II Limited
X
31.1
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
32.1*
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Principal Executive Officer and Principal Financial Officer
X
84
101.INS
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
X
101.SCH
Inline XBRL Taxonomy Extension Schema Document
X
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
X
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
X
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
X
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
X
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
X
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 32.1 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. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Form 10-Q, irrespective of any general incorporation language contained in such filing.
85
SIGNA TURES
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 thereunto duly authorized.
SPERO THERAPEUTICS, INC.
Date: August 12, 2026
By:
/s/ Esther Rajavelu
Esther Rajavelu
President, Chief Executive Officer, Chief Financial Officer, Chief Business Officer and Treasurer
(Principal Executive, Financial and Accounting Officer)
i