Spyre Therapeutics, Inc. — fact timeline

Spyre Therapeutics, Inc. shareholders approved Approval of Amended and Restated 2016 Employee Stock Purchase Plan at the 2026-05-27 meeting.

“The Company’s stockholders approved the Company's AR ESPP.”

Spyre Therapeutics, Inc. shareholders approved Ratification of appointment of KPMG LLP as independent registered public accounting firm at the 2026-05-27 meeting.

“The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.”

Spyre Therapeutics, Inc. shareholders approved Advisory vote on the compensation of named executive officers at the 2026-05-27 meeting.

“The Company’s stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers.”

Spyre Therapeutics, Inc. shareholders approved Election of three Class I directors at the 2026-05-27 meeting.

“The Company’s stockholders elected three Class I directors, Mark McKenna, Cameron Turtle, and Laurie Stelzer, each to serve until the 2029 Annual Meeting of Stockholders and until their successors are duly elected and qualified.”

Peter Harwin resigned as Director at Spyre Therapeutics, Inc..

“In addition, effective as of May 27, 2026, Peter Harwin resigned from the Board.”

Spyre Therapeutics, Inc. reported financial results for first quarter ended March 31, 2026.

“On May 5, 2026, Spyre Therapeutics, Inc. (the “Company”) issued a press release announcing its financial results for the first quarter ended March 31, 2026.”

Spyre Therapeutics, Inc. entered into Underwriting Agreement with Jefferies LLC, Goldman Sachs & Co. LLC, Evercore Group L.L.C. and Guggenheim Securities, LLC, as the representatives of the underwriters valued at approximately $463.5 million (effective 2026-04-14).

“The Underwriting Agreement contains customary representations and warranties, agreements and obligations, conditions to closing and termination provisions.”

Spyre Therapeutics, Inc. engaged KPMG LLP as its auditor.

“On February 28, 2025, the Audit Committee, after conducting a competitive process to determine the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, appointed KPMG LLP (“KPMG”) as the independent registered public accounting firm of the Company for the year ending December 31, 2025, effective immediately.”

Spyre Therapeutics, Inc. dismissed PricewaterhouseCoopers LLP as its auditor.

“On February 28, 2025, the Audit Committee (the “Audit Committee”) of Board of Directors (the “Board”) of Spyre Therapeutics, Inc. (the “Company”), dismissed PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm, effective immediately.”

Spyre Therapeutics, Inc. reported that prior financial statements should not be relied upon.

“uarterly and year-to-date (as applicable) periods ended March 31, 2024, June 30, 2024 and 2023, and September 30, 2024 and 2023 (collectively, the Affected Financial Statements” and such periods, the “Affected Periods”) should no longer be relied upon as a result of the matter further described below. This matter does not have an impact on the Company’s cash position or other financial data reported outside of net loss per share. Subsequent to the filing of its Form 10-Q for the three and nine months ended September 30, 2024, the Company recently became aware of a misapplication of Generally Accepted Accounting Principles in the United States ("U.S. GAAP") as it relates to the Company's exclusion of its Series A and Series B non-voting convertible preferred stock in the calculation of basic and diluted net loss per share and a finding of material weakness in internal control over financi”

Spyre Therapeutics, Inc.: Certificate of Amendment filed to extend exculpation provisions to certain officers (effective 2024-05-14).

“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.”

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.

“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”

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 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”

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 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”

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 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”

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 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”

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 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”

Spyre Therapeutics, Inc. shareholders approved Election of two Class II directors, Jeffrey W. Albers and Tomas Kiselak at the 2024-05-13 meeting.

“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”

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).

“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”

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).

“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”

Sandra Milligan was appointed as director at Spyre Therapeutics, Inc..

“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.”

Spyre Therapeutics, Inc. reported financial results for the first quarter ended March 31, 2024.

“issued a press release announcing its financial results for the first quarter ended March 31, 2024”

Spyre Therapeutics, Inc.: Increased authorized shares of Series B Preferred Stock from 150,000 to 271,625 (effective 2024-03-18).

“The Certificate of Amendment increases the number of authorized shares of the Company's Series B Preferred Stock from 150,000 to 271,625.”

Spyre Therapeutics, Inc. entered into Securities Purchase Agreement with certain institutional and accredited investors valued at approximately $180.0 million (effective 2024-03-18).

“On March 18, 2024, Spyre Therapeutics, Inc., a Delaware corporation (the " Company "), entered into a Securities Purchase Agreement (the " Purchase Agreement ") for a private placement (the " Private Placement ") with certain institutional and accredited investors (each, a " Purchaser " and collectively, the " Purchasers ").”

Spyre Therapeutics, Inc. reported financial results for the fourth quarter and fiscal year ended December 31, 2023.

“On February 29, 2024, Spyre Therapeutics, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and fiscal year ended December 31, 2023.”

Spyre Therapeutics, Inc.: Board adopted a new Code of Business Conduct and Ethics, superseding the prior code, with updated policies on compliance, conflicts of interest, whistleblower procedures, and other matters (effective 2024-02-01).

“On February 1, 2024, the Board adopted a new Code of Business Conduct and Ethics of the Company (the “Code of Conduct”), effective as of such date. The Code of Conduct supersedes the Company’s existing Code of Conduct and Ethics as previously adopted by the Aeglea board of directors (the “Existing Code of Conduct”).”

Spyre Therapeutics, Inc.: Board amended and restated bylaws to revise voting standards, update stockholder proposal and director nomination requirements, opt out of DGCL Section 116, and update indemnification and other provisions (effective 2024-02-01).

“On February 1, 2024, the Board adopted an amendment and restatement of the Company’s Amended and Restated Bylaws as previously adopted by the Aeglea board of directors (as amended and restated, the “Amended and Restated Bylaws”), effective as of such date, in order to, among other things: • revise the voting standards for matters submitted to a vote of stockholders other than for the election of directors to be the affirmative vote of the holders of at least a majority of the voting power of the Company’s stock present in person or represented by proxy and entitled to vote on the matter, except as otherwise required by the Company’s Certificate of Incorporation, the Amended and Restated Bylaws, or any law, rule or regulation; • update the procedural and disclosure requirements for director nominations made and business proposals submitted by stockholders (other than proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended); • opt out of Section 1”

Mark McKenna was appointed as Class I director at Spyre Therapeutics, Inc..

“On February 1, 2024, the Board appointed Mark McKenna as a Class I director to fill the vacancy resulting from Ms. Lawton’s resignation, effective immediately.”

Alison Lawton resigned as Director at Spyre Therapeutics, Inc..

“On February 1, 2024, Alison Lawton resigned from the Board, effective immediately.”

Spyre Therapeutics, Inc.: Certificate of Designation filed for Series B Non-Voting Convertible Preferred Stock (effective 2023-12-08).

“On December 8, 2023, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of the Series B Non-Voting Convertible Preferred Stock with the Secretary of State of the State of Delaware (the “ Certificate of Designation ”) in connection with the Private Placement.”

Spyre Therapeutics, Inc. entered into Securities Purchase Agreement with certain institutional and accredited investors valued at $180.0 million (effective 2023-12-07).

“On December 7, 2023, Spyre Therapeutics, Inc., a Delaware corporation (the “ Company ”), entered into a Securities Purchase Agreement (the “ Purchase Agreement ”) for a private placement (the “ Private Placement ”) with certain institutional and accredited investors”

Spyre Therapeutics, Inc.: Amended and restated Certificate of Incorporation to change company name from Aeglea BioTherapeutics, Inc. to Spyre Therapeutics, Inc (effective 2023-11-28).

“On November 27, 2023, the Company filed an amended and restated Certificate of Incorporation ("Amended and Restated Certificate of Incorporation") with the Secretary of State of the State of Delaware to change the name of the Company from "Aeglea BioTherapeutics, Inc." to "Spyre Therapeutics, Inc." (the "Name Change")”

Hunter C. Smith resigned as Director at Spyre Therapeutics, Inc..

“Ivana Magovčević-Liebisch, Ph.D., J.D. and Hunter C. Smith, M.B.A. resigned from the Board.”

Ivana Magovčević-Liebisch resigned as Director at Spyre Therapeutics, Inc..

“Ivana Magovčević-Liebisch, Ph.D., J.D. and Hunter C. Smith, M.B.A. resigned from the Board.”

Cameron Turtle was appointed as Chief Executive Officer at Spyre Therapeutics, Inc..

“appointed Cameron Turtle, DPhil, as Chief Executive Officer of the Company, effective as of November 22, 2023.”

Spyre Therapeutics, Inc.: Increased authorized common stock shares from 20,000,000 to 400,000,000 (effective 2023-11-21).

“On November 21, 2023, Aeglea BioTherapeutics, Inc. (the “Company”) implemented an increase in the number of authorized shares of its common stock, par value $0.0001 per share (“Common Stock”), from 20,000,000 to 400,000,000 pursuant to a Certificate of Amendment to the Company’s Certificate of Incorporation, a copy of which is filed herewith as Exhibit 3.1.”

Spyre Therapeutics, Inc. shareholders approved Adjournment or postponement of the Special Meeting to solicit additional votes for Proposals 1, 2 and/or 3 at the 2023-11-21 meeting.

“Proposal No. 4 The Company’s stockholders adopted and approved an adjournment or postponement of the Special Meeting, if necessary, to continue to solicit votes for Proposals 1, 2 and/or 3. For Against Abstain Broker Non-Votes 2,848,064 651,163 2,164 N/A”

Spyre Therapeutics, Inc. shareholders approved Amendment to the Certificate of Incorporation to increase authorized shares of Common Stock from 20,000,000 to 400,000,000 at the 2023-11-21 meeting.

“Proposal No. 3 The Company’s stockholders adopted and approved an amendment to the Company’s Certificate of Incorporation, as amended and restated, to increase the number of authorized shares of the Common Stock from 20,000,000 to 400,000,000. For Against Abstain Broker Non-Votes 3,237,929 261,504 1,958 N/A”

Spyre Therapeutics, Inc. shareholders approved Amendment and restatement of the Aeglea BioTherapeutics, Inc. 2016 Equity Incentive Plan at the 2023-11-21 meeting.

“Proposal No. 2 The Company’s stockholders approved the amendment and restatement of the Aeglea BioTherapeutics, Inc. 2016 Equity Incentive Plan. For Against Abstain Broker Non-Votes 2,244,907 748,367 545 507,572”

Spyre Therapeutics, Inc. shareholders approved Approval of issuance of up to 43,453,560 shares of Common Stock upon conversion of Series A Non-Voting Convertible Preferred Stock at the 2023-11-21 meeting.

“Proposal No. 1 The Company’s stockholders approved, for the purpose of complying with the applicable provisions of Nasdaq Listing Rule 5635(a), the issuance of up to 43,453,560 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), upon conversion of the Company’s Series A Non-Voting Convertible Preferred Stock, par value $0.0001 per share (“Series A Preferred Stock”), issued in June 2023. For Against Abstain Broker Non-Votes 2,457,804 17,677 529 507,572”

Spyre Therapeutics, Inc. reported financial results for third quarter 2023.

“On November 9, 2023, Aeglea BioTherapeutics, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2023.”

Cameron Turtle was appointed as principal executive officer at Spyre Therapeutics, Inc..

“On October 6, 2023, the Board of Directors (the “Board”) of Aeglea BioTherapeutics, Inc. (the “Company”) appointed Dr. Cameron Turtle, the Company’s Chief Operating Officer, as the principal executive officer of the Company, effective as of the same day.”

Spyre Therapeutics, Inc. entered into Cell Line License Agreement with WuXi Biologics (Hong Kong) Limited valued at non-refundable license fee of $150,000.

“In April 2023, Paragon and WuXi Biologics entered into a cell line license agreement (the “Cell Line License Agreement”), which was subsequently novated to the Company by Paragon pursuant to the Novation Agreement.”

Spyre Therapeutics, Inc. received a nasdaq compliance regained notice regarding minimum bid price (rules 5550(a)(2)).

“September 22, 2023, the Company received a letter (the “Compliance Letter”) from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it had regained compliance with the $1.00 per share minimum bid price requirement for continued inclusion on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). The Compliance Letter noted that (1) the Company’s common stock, par value $0.0001 per share (the “Common Stock”), had a closing bid price of at least $1.00 per share for a minimum of ten consecutive”

Scott Burrows was appointed as Chief Financial Officer at Spyre Therapeutics, Inc..

“On September 5, 2023, the Company filed a Current Report on Form 8-K (the “Report”) to disclose that, effective September 1, 2023, Scott Burrows succeeded Jonathan Alspaugh as the Company’s Chief Financial Officer.”

Jonathan Alspaugh changed role as Chief Financial Officer at Spyre Therapeutics, Inc..

“The Report also disclosed the expected transition of Mr. Alspaugh into a strategic advisory consulting role at the Company.”

Spyre Therapeutics, Inc.: Filed Certificate of Amendment to Restated Certificate of Incorporation to effect a 1-for-25 reverse stock split and reduction of authorized shares from 500,000,000 to 20,000,000 (effective 2023-09-08).

“To effect the Reverse Stock Split and the Authorized Shares Reduction, on September 7, 2023, the Company filed a Certificate of Amendment to its Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Amendment”).”

Scott Burrows was appointed as Chief Financial Officer at Spyre Therapeutics, Inc..

“appointed Scott Burrows to succeed Jonathan Alspaugh as the Company’s Chief Financial Officer effective September 1, 2023”

Spyre Therapeutics, Inc. terminated Lease Agreement dated April 30, 2019, as amended with Las Cimas Owner LP valued at Termination fee of $2,000,000 (effective 2023-08-08).

“On August 7, 2023, Aeglea BioTherapeutics, Inc. (the “Company”) entered into a lease termination agreement (the “Termination Agreement”) with Las Cimas Owner LP (the “Landlord”) pursuant to which the parties agreed to terminate, as of August 8, 2023 (the “Termination Date”), that certain Lease Agreement dated as of April 30, 2019, as amended on October 2, 2019 and January 14, 2020 (the “Lease”), by and between the Landlord and the Company, pursuant to which the Company leased Suites 100, 110 and 150 located in the office building commonly known as 805 Las Cimas Parkway, Austin, Texas 78746 (the “Premises”).”

Spyre Therapeutics, Inc. reported financial results for the quarter ended June 30, 2023.

“On August 11, 2023, Aeglea BioTherapeutics, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2023.”