Spyre Therapeutics, Inc. (SYRE): M&A transaction — Aeglea BioTherapeutics completes acquisition of Spyre Therapeutics, raises $210M in PIPE financing

On June 21, 2023, the Board approved the appointment of Cameron Turtle, age 33, to Chief Operating Officer of the Company, effective as of the Closing.

In accordance with the Merger Agreement, on June 22, 2023, immediately prior to the effective time of the merger (“Effective Time”), Armen Shanafelt, Ph.D., V. Bryan Lawlis, Ph.D. and Marcio Souza, M.B.A. resigned from the Board and any respective committee of the Board to which they were members.

In accordance with the Merger Agreement, on June 22, 2023, immediately prior to the effective time of the merger (“Effective Time”), Armen Shanafelt, Ph.D., V. Bryan Lawlis, Ph.D. and Marcio Souza, M.B.A. resigned from the Board and any respective committee of the Board to which they were members.

In accordance with the Merger Agreement, on June 22, 2023, effective immediately after the Effective Time, Peter Harwin, Tomas Kiselak and Michael Henderson were appointed to the Board as directors.

In accordance with the Merger Agreement, on June 22, 2023, immediately prior to the effective time of the merger (“Effective Time”), Armen Shanafelt, Ph.D., V. Bryan Lawlis, Ph.D. and Marcio Souza, M.B.A. resigned from the Board and any respective committee of the Board to which they were members.

In accordance with the Merger Agreement, on June 22, 2023, effective immediately after the Effective Time, Peter Harwin, Tomas Kiselak and Michael Henderson were appointed to the Board as directors.

In accordance with the Merger Agreement, on June 22, 2023, effective immediately after the Effective Time, Peter Harwin, Tomas Kiselak and Michael Henderson were appointed to the Board as directors.

On June 22, 2023, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of the Series A Non-Voting Convertible Preferred Stock with the Secretary of State of the State of Delaware (the “ Certificate of Designation ”) in connection with the Merger and the Financing referenced in Item 1.01 above.

On June 22, 2023, the Company completed its business combination with Spyre.

Pursuant to the Merger Agreement, the Company has agreed to hold a stockholders’ meeting to submit the following matters to its stockholders for their consideration: (i) the approval of the conversion of the Series A Preferred Stock into shares of Common Stock in accordance with Nasdaq Stock Market Rules (the “ Conversion Proposal ”), and (ii), if deemed necessary or appropriate by the Company or as otherwise required by law, the approval of an amendment to the certificate of incorporation of the Company to authorize sufficient shares of Common Stock for the conversion of the Series A Preferred Stock issued pursuant to the Merger Agreement (as described below) and/or to effectuate a reverse stock split of all outstanding shares of Parent Common Stock at a reverse stock split ratio to be reasonably determined by Parent for the purpose of maintaining compliance with Nasdaq listing standard

On June 22, 2023, the Company entered into a Securities Purchase Agreement (the “ Purchase Agreement ”) with the purchasers named therein (the “ Investors ”). Pursuant to the Purchase Agreement, the Company agreed to sell an aggregate of 721,452 shares of Series A Preferred Stock (the “ PIPE Securities ”) for an aggregate purchase price of approximately $210,000,000