--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-24-138893" form_type: "8-K" ticker: "SYRE" cik: "0001636282" company_name: "Spyre Therapeutics, Inc." filed_at: "2024-05-15T23:59:59+00:00" generated_at: "2026-06-01T23:14:12.121817+00:00" event_type: "other_material" sentiment: "positive" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # Spyre licenses Paragon’s α4ß7 and TL1A antibodies, appoints Dr. Milligan to board, and approves Series B conversion ## Summary - Entered exclusive license with Paragon for α4ß7 and TL1A antibodies; up to $22M milestones per program plus low single-digit royalties. - Appointed Dr. Sandra Milligan (former Merck, Genentech, Amgen executive) to Board of Directors, effective May 14, 2024. - Stockholders approved issuance of common upon conversion of Series B Preferred (Dec 2023 and Mar 2024 tranches). - Pro forma shares outstanding expected ~65.2M after full conversion of Series B and Series A Preferred. - Certificate of Amendment extended officer exculpation provisions in charter. ## SEC filing metadata - accession: 0001193125-24-138893 - form_type: 8-K - ticker: SYRE - cik: 0001636282 - company_name: Spyre Therapeutics, Inc. - filed_at: 2024-05-15T23:59:59+00:00 - event_type: other_material - sentiment: positive - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 1.01, 5.02, 5.03, 5.07, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1636282/000119312524138893/0001193125-24-138893-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1636282/000119312524138893/d839821d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-24-138893 - JSON: https://secwatch.observer/filing/0001193125-24-138893.json - Plain text: https://secwatch.observer/filing/0001193125-24-138893.txt ## Key facts - Executive change Sandra Milligan was appointed as director at Spyre Therapeutics, Inc.. - Action: appointed - Role: director source text: the board of directors (the “Board”) of the Company appointed Sandra Milligan, M.D., J.D. as a Class III director of the Company and as a member of the Board’s compensation committee and nominating and corporate governance committee, effective immediately. evidence_url: https://www.sec.gov/Archives/edgar/data/1636282/000119312524138893/0001193125-24-138893-index.htm - Governance Changes Spyre Therapeutics, Inc.: Certificate of Amendment filed to extend exculpation provisions to certain officers (effective 2024-05-14). - Change: charter amendment - Effective: 2024-05-14 source text: On May 14, 2024, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Amended and Restated Certificate of Incorporation to extend the exculpation provisions contained therein to certain officers. evidence_url: https://www.sec.gov/Archives/edgar/data/1636282/000119312524138893/0001193125-24-138893-index.htm - Material Agreements Spyre Therapeutics, Inc. entered into Second Amended and Restated Antibody Discovery and Option Agreement (Second AR ADOA) with Paragon Therapeutics, Inc. and Parapyre Holding LLC valued at amends and restates previous agreement; includes terms related to IL-23 research program: antibody s (effective 2024-05-14). - Action: entry - Counterparty: Paragon Therapeutics, Inc. and Parapyre Holding LLC - Value: amends and restates previous agreement; includes terms related to IL-23 research program: antibody s - Effective: 2024-05-14 source text: Also on May 14, 2024, the Company, Paragon and Parapyre Holding LLC entered into a second amended and restated antibody discovery and option agreement (the “Second AR ADOA”) that amends and restates that certain amended and restated antibody discovery and option agreement, dated September 29, 2023, by and between Paragon, Parapyre and Spyre Therapeutics, LLC, in order to, among other things, (i) replace the Company’s subsidiary with the Company as a party to the agreement and (ii) amend certain terms related to the IL-23 research program evidence_url: https://www.sec.gov/Archives/edgar/data/1636282/000119312524138893/0001193125-24-138893-index.htm - Material Agreements Spyre Therapeutics, Inc. entered into SPY001 License Agreement with Paragon Therapeutics, Inc. valued at up to $22.0 million based on specific development, regulatory and clinical milestones for each licen (effective 2024-05-14). - Action: entry - Agreement: license - Counterparty: Paragon Therapeutics, Inc. - Value: up to $22.0 million based on specific development, regulatory and clinical milestones for each licen - Effective: 2024-05-14 source text: On May 14, 2024, Spyre Therapeutics, Inc., a Delaware corporation (the “Company”), and Paragon Therapeutics, Inc., a Delaware corporation (“Paragon”), entered into (i) a license agreement (the “SPY001 License Agreement”), pursuant to which Paragon granted the Company a royalty-bearing, world-wide, exclusive license to develop, manufacture, commercialize or otherwise exploit certain antibodies and products targeting α4ß7 integrin evidence_url: https://www.sec.gov/Archives/edgar/data/1636282/000119312524138893/0001193125-24-138893-index.htm - Shareholder Votes Spyre Therapeutics, Inc. shareholders approved Ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2024 at the 2024-05-13 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2024-05-13 source text: Proposal No. 3 The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024. For Against Abstain Broker Non-Votes 29,096,079 10,509 713 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1636282/000119312524138893/0001193125-24-138893-index.htm - Shareholder Votes Spyre Therapeutics, Inc. shareholders approved Approval of an amendment to the Amended and Restated Certificate of Incorporation to reflect Delaware law provisions regarding officer exculpation at the 2024-05-13 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2024-05-13 source text: Proposal No. 5 The Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to reflect Delaware law provisions regarding officer exculpation. For Against Abstain Broker Non-Votes 26,588,617 1,572,985 233 945,466 evidence_url: https://www.sec.gov/Archives/edgar/data/1636282/000119312524138893/0001193125-24-138893-index.htm - Shareholder Votes Spyre Therapeutics, Inc. shareholders approved Approval of an adjournment of the Annual Meeting, if necessary or appropriate, to solicit additional proxies at the 2024-05-13 meeting. - Outcome: passed - Meeting: 2024-05-13 source text: Proposal No. 6 The Company’s stockholders approved an adjournment of the Annual Meeting, if necessary or appropriate, to solicit additional proxies. For Against Abstain Broker Non-Votes 19,695,462 8,458,691 7,682 945,466 evidence_url: https://www.sec.gov/Archives/edgar/data/1636282/000119312524138893/0001193125-24-138893-index.htm - Shareholder Votes Spyre Therapeutics, Inc. shareholders approved Approval of the issuance of Common Stock upon conversion of the Company's Series B Non-Voting Convertible Preferred Stock issued in December 2023 at the 2024-05-13 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2024-05-13 source text: Proposal No. 4a The Company’s stockholders approved the issuance of Common Stock upon conversion of the Company’s Series B Non-Voting Convertible Preferred Stock, par value $0.0001 per share (“Series B Preferred Stock”), issued in December 2023. For Against Abstain Broker Non-Votes 28,136,379 18,517 6,939 945,466 evidence_url: https://www.sec.gov/Archives/edgar/data/1636282/000119312524138893/0001193125-24-138893-index.htm - Shareholder Votes Spyre Therapeutics, Inc. shareholders approved Election of two Class II directors, Jeffrey W. Albers and Tomas Kiselak at the 2024-05-13 meeting. - Proposal: director election - Outcome: passed - Meeting: 2024-05-13 source text: Proposal No. 1 The Company’s stockholders elected two Class II directors, Jeffrey W. Albers and Tomas Kiselak, each to serve until the 2027 Annual Meeting of Stockholders and until their successors are duly elected and qualified. Nominees For Withheld Broker Non-Votes Jeffrey W. Albers 22,252,788 5,909,047 945,466 Tomas Kiselak 22,016,240 6,145,595 945,466 evidence_url: https://www.sec.gov/Archives/edgar/data/1636282/000119312524138893/0001193125-24-138893-index.htm - Shareholder Votes Spyre Therapeutics, Inc. shareholders approved Non-binding advisory vote on the compensation of the Company's named executive officers at the 2024-05-13 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2024-05-13 source text: Proposal No. 2 The Company’s stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers. For Against Abstain Broker Non-Votes 17,465,368 10,689,515 6,952 945,466 evidence_url: https://www.sec.gov/Archives/edgar/data/1636282/000119312524138893/0001193125-24-138893-index.htm - Shareholder Votes Spyre Therapeutics, Inc. shareholders approved Approval of the issuance of Common Stock upon conversion of the Company's Series B Preferred Stock issued in March 2024 at the 2024-05-13 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2024-05-13 source text: Proposal No. 4b The Company’s stockholders approved the issuance of Common Stock upon conversion of the Company’s Series B Preferred Stock issued in March 2024. For Against Abstain Broker Non-Votes 28,136,102 18,675 7,058 945,466 evidence_url: https://www.sec.gov/Archives/edgar/data/1636282/000119312524138893/0001193125-24-138893-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.