Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our principal executive officer and our principal financial officer, evaluated, as of the end of the period covered by this Annual Report on Form 10-K, the effectiveness of our disclosure controls and procedures. Based on that evaluation of our disclosure controls and procedures as of December 31, 2023, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures as of such date were effective at the reasonable assurance level. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and our management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Our internal control over financial reporting includes those policies and procedures that:
• pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our assets;
• provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our management, with the participation of our principal executive officer and principal financial officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2023. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in its 2013 Internal Control – Integrated Framework. Based on our assessment, our management has concluded that, as of December 31, 2023, our internal control over financial reporting was effective based on those criteria.
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This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. For as long as we remain a “smaller reporting company” as defined by Rule 12b-2 of the Exchange Act and report less than $100 million of annual revenues in our most recent fiscal year, we intend to take advantage of the exemption permitting us not to comply with the requirement that our independent registered public accounting firm provide an attestation on the effectiveness of our internal control over financial reporting.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
(b) None of our directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the quarter ended December 31, 2023, as such terms are defined under Item 408(a) of Regulation S-K.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
None.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this item is incorporated herein by reference from the applicable information set forth in “the Proxy Statement with respect to our 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the end of the fiscal year covered by this Annual Report on Form 10-K (the “2024 Proxy Statement”), including the sections titled “Information Regarding Director Nominees and Continuing Directors,” “Executive Officers,” “Corporate Governance,” and, if applicable, “Delinquent Section 16(a) Reports.”
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated herein by reference from the applicable information set forth in our 2024 Proxy Statement, including the sections titled “Executive Compensation” and "Corporate Governance."
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this item is incorporated herein by reference from the applicable information set forth in our 2024 Proxy Statement, including the sections titled “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” and “Securities Authorized for Issuance Under Equity Compensation Plans.”
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this item is incorporated herein by reference from the applicable information set forth in our 2024 Proxy Statement, including the sections titled “Certain Relationships and Related Party Transactions and "Director Independence."
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item is incorporated herein by reference from the applicable information set forth in our 2024 Proxy Statement, including the section titled “Ratification of Independent Auditor Appointment."
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following documents are filed as part of this report:
1. Financial Statements
See Index to Financial Statements at Item 8 herein.
2. Financial Statement Schedules
All schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.
3. Exhibits
Exhibit
Number Incorporate by Reference
Description of Document Form File No. Date of
Filing Exhibit
No. Filed
Herewith
2.1 Agreement and Plan of Merger, dated June 22, 2023, by and among the Company, Aspen Merger Sub I, Inc., Sequoia Merger Sub II, LLC and Spyre Therapeutics, Inc. S-1/A
333-276251
2/5/2024 2.1
3.1 Amended and Restated Certificate of Incorporation
S-1/A
333-276251
2/5/2024 3.1
3.2 Amended and Restated Bylaws S-1/A
333-276251
2/5/2024 3.2
3.3 Certificate of Designations of Series A Non-Voting Convertible Preferred Stock
S-1/A
333-276251
2/5/2024 3.3
3.4 Certificate of Designations of Series B Non-Voting Convertible Preferred Stock
S-1/A
333-276251
2/5/2024 3.4
4.1 Form of Registration Rights Agreement, by and among the Company and certain purchasers (December 2023 PIPE)
S-1/A
333-276251
2/5/2024 4.1
4.2 Form of Common Stock Certificate S-1/A 333-276251
2/5/2024 4.2
4.3 Securities Purchase Agreement, dated December 7, 2023, by and among Spyre Therapeutics, Inc. and each purchaser identified on Annex A thereto
S-1/A
333-276251
2/5/2024 4.3
4.4 Form of Registration Rights Agreement, by and among the Company and certain purchasers (June 2023 PIPE)
S-1/A
333-276251
2/5/2024 4.4
4.5 Description of the Registrant's securities
X
4.6 Form of Pre-Funded Warrants 2022 S-1/A
333-276251
2/5/2024 4.5
10.1 Form of Indemnification Agreement
S-1/A
333-276251
2/5/2024 10.19
10.2‡ 2015 Equity Incentive Plan and forms of award agreements S-1/A
333-276251
2/5/2024 10.7
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Exhibit
Number Incorporate by Reference
Description of Document Form File No. Date of
Filing Exhibit
No. Filed
Herewith
10.3‡ Spyre Therapeutics, Inc. 2016 Equity Incentive Plan, As Amended and Restated Effective November 21, 2023
S-1/A
333-276251
2/5/2024 10.8
10.4‡ Spyre Therapeutics, Inc. 2016 Employee Stock Purchase Plan , as amended by the First Amendment on January 31, 2024
X
10.5‡ Spyre Therapeutics, Inc. 2018 Equity Inducement Plan and the First Amendment, Second Amendment, Third Amendment and Fourth Amendment thereto
S-1/A
333-276251
2/5/2024 10.10
10.6‡ Form of Stock Option Agreement under the Amended and Restated 2018 Equity Inducement Plan S-1/A
333-276251
2/5/2024 10.11
10.7‡
Spyre Therapeutics, Inc. 2023 Equity Incentive Plan S-1/A
333-276251
2/5/2024 10.12
10.8‡
Form of Stock Restriction Agreement S-1/A
333-276251
2/5/2024 10.13
10.9‡
Form of Severance Agreement S-1/A
333-276251
2/5/2024 10.14
10.10†
Biologics Master Services Agreement, effective June 20, 2022, by and between Paragon Therapeutics, Inc. and WuXi Biologics (Hong Kong) Limited
S-1/A
333-276251
2/5/2024 10.1
10.11†
Cell Line License Agreement, effective June 20, 2022, by and between Paragon Therapeutics, Inc. and WuXi Biologics (Hong Kong) Limited
S-1/A
333-276251
2/5/2024 10.2
10.12 Novation Agreement, dated September 19, 2023, by and between Paragon Therapeutics, Inc., the Company and WuXi Biologics (Hong Kong) Limited
S-1/A
333-276251
2/5/2024 10.3
10.13‡
Amended and Restated Offer Letter, dated November 22, 2023 and as amended on February 1, 2024, by and between the Company and Cameron Turtle
S-1/A
333-276251
2/5/2024 10.4
10.14†
Amended and Restated Antibody Discovery and Option agreement, dated September 29, 2023, by and between Paragon Therapeutics, Inc., Parapyre Holding LLC and Spyre Therapeutics, LLC
S-1/A
333-276251
2/5/2024 10.5
10.15‡
Separation and Consulting Agreement and General Release of Claims by and between the Company and Jonathan Alspaugh, dated as of September 22, 2023
S-1/A
333-276251
2/5/2024 10.15
10.16‡
Offer Letter, dated August 10, 2023, by and between the Company and Scott Burrows S-1/A
333-276251
2/5/2024 10.16
10.17 Asset Purchase Agreement, dated July 27, 2023, by and between the Company and Immedica Pharma AB
S-1/A
333-276251
2/5/2024 10.17
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Exhibit
Number Incorporate by Reference
Description of Document Form File No. Date of
Filing Exhibit
No. Filed
Herewith
10.18 Lease Termination Agreement dated August 7, 2023, between the Company and Las Cimas Owner LP
S-1/A
333-276251
2/5/2024 10.18
10.19‡
Offer Letter, dated August 1 8 , 2023, by and between the Company and Heidy King- Jones
X
10.20 C onsulting Agreement by and between the Company and Mark McKenna, effective August 1, 2023
X
21.1 Subsidiaries of the Registrant
X
23.1 Consent of PricewaterhouseCoopers LLP
X
24.1 Power of Attorney. Reference is made to the signature page hereto
X
31.1 Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934
X
31.2 Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934
X
32.1 Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
97 Spyre Therapeutics, Inc. Compensation Recoupment (Clawback) Policy
X
101.INS Inline 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 Labels Linkbase Document X
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X
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Exhibit
Number Incorporate by Reference
Description of Document Form File No. Date of
Filing Exhibit
No. Filed
Herewith
104 The cover page of this Annual Report on Form 10-K for the year ended December 31, 2023, formatted in Inline XBRL and contained in Exhibit 101
___________________________________
† Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
‡ Indicates management contract or compensatory plan.
(1) The certifications on Exhibit 32 hereto are deemed not “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that Section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, regardless of any general incorporation language contained in such filing.
ITEM 16. FORM 10-K SUMMARY
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: February 29, 2024
SPYRE THERAPEUTICS, INC.
By: /s/ Scott Burrows
Scott Burrows
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dr. Cameron Turtle and Mr. Scott Burrows, jointly and severally, his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Report on Form 10-K and to file same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
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Signature Title Date
/s/ Cameron Turtle, D.Phil
President and Chief Executive Officer and Director
February 29, 2024
Cameron Turtle, D.Phil
(Principal Executive Officer)
/s/ Scott Burrows
Chief Financial Officer February 29, 2024
Scott Burrows
(Principal Financial Officer and
Principal Accounting Officer)
/s/ Russell J. Cox Chairman of the Board
February 29, 2024
Russell J. Cox
/s/ Jeffrey W. Albers
Director February 29, 2024
Jeffrey W. Albers
/s/ Peter Harwin
Director February 29, 2024
Peter Harwin
/s/ Michael Henderson, M.D.
Director February 29, 2024
Michael Henderson, M.D.
/s/ Tomas Kiselak
Director February 29, 2024
Tomas Kiselak
/s/ Mark McKenna
Director February 29, 2024
Mark McKenna
/s/ Laurie Stelzer
Director February 29, 2024
Laurie Stelzer
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