Spyre Therapeutics, Inc. — fact timeline

Spyre Therapeutics, Inc. completed a disposition involving Immedica Pharma AB for initial payment in cash of $15,000,000 due at Closing and up to $100,000,000 after the Closing (closed 2023-07-27).

“Subject to the terms and conditions of the Purchase Agreement, at the closing of the transactions (the “Closing”) contemplated by the Purchase Agreement (the “Asset Purchase”), Immedica purchased from the Company its assets related to its research, development and manufacturing program for pegzilarginase for the treatment of Arginase-1 Deficiency as well as other therapeutic, prophylactic, palliative and diagnostic uses (the “Program,” and any pharmaceutical product containing, incorporating or comprising pegzilarginase, the “Product”) for an initial payment in cash of $15,000,000 due at Closing and up to $100,000,000 after the Closing”

Spyre Therapeutics, Inc. terminated License and Supply Agreement with Immedica (effective 2023-07-27).

“As previously disclosed on March 21, 2021, the Company entered into a License and Supply Agreement (the “License Agreement”) with Immedica. In connection with the Asset Purchase and pursuant to the Purchase Agreement, the Company and Immedica terminated the License Agreement as of Closing.”

Spyre Therapeutics, Inc. entered into Asset Purchase Agreement with Immedica Pharma AB valued at $15,000,000 due at Closing and up to $100,000,000 in Milestone Payments (effective 2023-07-27).

“On July 27, 2023, Aeglea BioTherapeutics, Inc. (the “Company”) entered into and closed the transactions contemplated by that certain Asset Purchase Agreement (the “Purchase Agreement”) with Immedica Pharma AB”

Spyre Therapeutics, Inc. received a nasdaq extension granted notice regarding minimum bid price (rules 5450(a)(1)).

“July 13, 2023, the Company received approval from Nasdaq of the Transfer (the “Approval”). The Transfer became effective at the opening of business on July 14, 2023. The Company’s Common Stock continues to trade under the symbol “AGLE.” The Nasdaq Capital Market operates in substantially the same manner as the Nasdaq Global Market, but with less stringent listing requirements, although listed companies must meet certain financial requirements and comply with Nasdaq’s corporate governance requirements. In connection with the Approval, the Company has been granted an additional 180-calendar day”

Spyre Therapeutics, Inc.: Filed Certificate of Designation for Series A Non-Voting Convertible Preferred Stock (effective 2023-06-22).

“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.”

Spyre Therapeutics, Inc. completed an acquisition involving Spyre Therapeutics, Inc. (closed 2023-06-22).

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

Spyre Therapeutics, Inc. entered into Securities Purchase Agreement with the purchasers named therein valued at approximately $210,000,000 (effective 2023-06-22).

“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”

Spyre Therapeutics, Inc. entered into Merger Agreement with Spyre Therapeutics, Inc..

“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”

Michael Henderson was appointed as Director at Spyre Therapeutics, Inc..

“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.”

Tomas Kiselak was appointed as Director at Spyre Therapeutics, Inc..

“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.”

Peter Harwin was appointed as Director at Spyre Therapeutics, Inc..

“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.”

Marcio Souza resigned as Director at Spyre Therapeutics, Inc..

“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.”

V. Bryan Lawlis resigned as Director at Spyre Therapeutics, Inc..

“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.”

Armen Shanafelt resigned as Director at Spyre Therapeutics, Inc..

“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.”

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

“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.”

Spyre Therapeutics, Inc. shareholders rejected Approval of an amendment and restatement of the Company’s 2016 Equity Incentive Plan at the 2023-06-06 meeting.

“5. Approval of an amendment and restatement of the Company’s 2016 Equity Incentive Plan: Shares For Shares Against Shares Abstaining Broker Non-Votes 19,133,057 19,349,704 20,035 12,654,756”

Spyre Therapeutics, Inc. shareholders approved Approval of an amendment to the Company’s restated certificate of incorporation to effect a reverse stock split of the Company’s common stock at a ratio ranging from 1-for-10 shares up to a ratio of 1-for-25 shares, which ratio will be selected by the Company’s board of directors at the 2023-06-06 meeting.

“4. Approval of an amendment to the Company’s restated certificate of incorporation to effect a reverse stock split of the Company’s common stock at a ratio ranging from 1-for-10 shares up to a ratio of 1-for-25 shares, which ratio will be selected by the Company’s board of directors: Shares For Shares Against Shares Abstaining 44,109,674 5,501,688 1,546,190”

Spyre Therapeutics, Inc. shareholders approved Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers as disclosed in the proxy statement for the 2023 Annual Meeting of Stockholders at the 2023-06-06 meeting.

“3. Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers as disclosed in the proxy statement for the 2023 Annual Meeting of Stockholders: Shares For Shares Against Shares Abstaining Broker Non-Votes 23,331,453 11,712,005 3,459,338 12,654,756”

Spyre Therapeutics, Inc. shareholders approved Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 at the 2023-06-06 meeting.

“2. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023: Shares For Shares Against Shares Abstaining 46,862,837 4,147,212 147,503”

Spyre Therapeutics, Inc. shareholders approved Election of two Class I directors, Alison Lawton and Hunter C. Smith, M.B.A., each to serve a three-year term at the 2023-06-06 meeting.

“1. Election of two Class I directors, Alison Lawton and Hunter C. Smith, M.B.A., each to serve a three-year term, which will expire at the 2026 Annual Meeting of Stockholders and until such time as their respective successors have been duly elected and qualified or until their earlier resignation or removal: Nominees Shares For Shares Withheld Shares Abstaining Broker Non-Votes Alison Lawton 26,794,716 11,708,080 — 12,654,756 Hunter C. Smith, M.B.A. 33,786,894 4,715,902 — 12,654,756”

Jonathan Alspaugh was appointed as President at Spyre Therapeutics, Inc..

“In connection with Mr. Goldberg’s departure, the Board appointed Mr. Jonathan Alspaugh, the Company’s Chief Financial Officer, as the Company’s President and principal executive officer.”

Jim Kastenmayer was terminated as General Counsel at Spyre Therapeutics, Inc..

“Effective May 16, 2023, the employment of each of Mr. Jeffrey Goldberg, the President and Chief Executive Officer of Aeglea BioTherapeutics, Inc. (the “Company”), and Mr. Jim Kastenmayer, the General Counsel of the Company, was terminated.”

Jeffrey Goldberg was terminated as President and Chief Executive Officer at Spyre Therapeutics, Inc..

“Effective May 16, 2023, the employment of each of Mr. Jeffrey Goldberg, the President and Chief Executive Officer of Aeglea BioTherapeutics, Inc. (the “Company”), and Mr. Jim Kastenmayer, the General Counsel of the Company, was terminated.”

Spyre Therapeutics, Inc. reported first quarter 2023 results: revenue $0.2 million, net income Net loss totaled $18.4 million.

“31, 2023, Aeglea had available cash and cash equivalents, marketable securities and restricted cash of $39.8 million. Aeglea recognized development fee and royalty revenues of $0.2 million in the first quarter of 2023, as a result of its license and supply agreement with Immedica Pharma AB for the commercial rights to pegzilarginase in Europe and several countries”

Spyre Therapeutics, Inc. announced a restructuring with charges of approximately $6.2 million (50 people, or approximately 83% of the Company’s existing headcount).

“headcount, retaining approximately 10 employees. The restructuring was communicated to employees on April 11, 2023. The Company estimates that it will incur approximately $6.2 million in employee-related restructuring charges in connection with the restructuring, consisting of (i) approximately $5.6 million in cash-based expenses related to employee severance”

Linda Neuman departed as Chief Medical Officer at Spyre Therapeutics, Inc..

“Michael Hanley, the Company’s Chief Business Officer, and Linda Neuman, the Company’s Chief Medical Officer, will be departing from the Company, effective April 14, 2023.”

Michael Hanley departed as Chief Business Officer at Spyre Therapeutics, Inc..

“Michael Hanley, the Company’s Chief Business Officer, and Linda Neuman, the Company’s Chief Medical Officer, will be departing from the Company, effective April 14, 2023.”

Spyre Therapeutics, Inc. reported the year ended December 31, 2022 results: revenue $2.3 million.

“Aeglea recognized development fee revenues of $2.3 million in the year ended December 31, 2022, as a result of its License and Supply Agreement.”

Spyre Therapeutics, Inc. reported the quarter ended December 31, 2022 results: revenue $0.2 million, net income $18.8 million.

“Aeglea recognized development fee revenues of $0.2 million in the fourth quarter of 2022, as a result of its license and supply agreement with Immedica Pharma AB for the commercial rights to pegzilarginase in Europe and several countries in the Middle East (License and Supply Agreement). The revenues recorded in the fourth quarter of 2022 are related to manufacturing services. Aeglea recognized $3.6 million for the fourth quarter of 2021 in development fee revenues. Research and development expenses totaled $14.3 million for the fourth quarter of 2022 and $16.8 million for the fourth quarter of 2021. The decrease was primarily related to a decrease in Biologics License Application (BLA) activities for pegzilarginase and reductions in headcount and recruiting activities. General and administrative expenses totaled $5.0 million for the fourth quarter of 2022 and $7.3 million for the fourth quarter of 2021. This decrease was primarily due to a reduction in commercialization activities for”

Spyre Therapeutics, Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5450(a)(1), 5810(c)(3)(A)).

“January 13, 2023, Aeglea BioTherapeutics, Inc. (the “Company”) received written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market, LLC (“Nasdaq”) notifying the Company that, based on the closing bid price of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), for the last 30 consecutive trading days, the Company no longer complies with the minimum bid price requirement for continued listing on The Nasdaq Global Market. Nasdaq Listing Rule 5450(a)(1) requires listed securities to maintain a minimum bid price of $1.00 per share”

Leslie Sloan departed as Chief Operating Officer at Spyre Therapeutics, Inc..

“Effective January 5, 2023 (the “Separation Date”), Leslie Sloan will no longer serve as Chief Operating Officer of Aeglea BioTherapeutics, Inc. (the “Company”).”

Spyre Therapeutics, Inc.: Amended and restated bylaws to conform to DGCL amendments and universal proxy rules, including revisions to stockholder meeting procedures, advance notice provisions, and emergency bylaws (effective 2022-12-15).

“On December 15, 2022, in connection with the effectiveness of new Securities and Exchange Commission rules regarding universal proxy cards, certain recent changes to the Delaware General Corporation Law (the “ DGCL ”), and a periodic review of the bylaws of Aeglea Biotherapeutics, Inc. (the “ Company ”), the Company’s board of directors (the “ Board ”) approved and adopted the Company’s amended and restated bylaws (the “ Amended and Restated Bylaws ”), which became immediately effective.”

Jim Kastenmayer resigned as General Counsel and Corporate Secretary at Spyre Therapeutics, Inc..

“In conjunction with the appointment of Mr. Goldberg, Jim Kastenmayer resigned from his position as the Company’s Interim Chief Executive Officer.”

Jeffrey M. Goldberg was appointed as Class III director at Spyre Therapeutics, Inc..

“On November 28, 2022, the board of directors (the “Board”) of Aeglea Biotherapeutics, Inc. (the “Company”) appointed Jeffrey M. Goldberg, age 50, as President and Chief Executive Officer, and as a Class III director, effective November 29, 2022.”

Jeffrey M. Goldberg was appointed as President and Chief Executive Officer at Spyre Therapeutics, Inc..

“On November 28, 2022, the board of directors (the “Board”) of Aeglea Biotherapeutics, Inc. (the “Company”) appointed Jeffrey M. Goldberg, age 50, as President and Chief Executive Officer, and as a Class III director, effective November 29, 2022.”

Spyre Therapeutics, Inc. reported the third quarter ended September 30, 2022 results: revenue $0.2 million.

“securities will enable it to fund its operating expenses and capital expenditure requirements into the fourth quarter of 2023. Aeglea recognized development fee revenues of $0.2 million in the third quarter of 2022 as a result of its license and supply agreement with Immedica for the commercial rights to pegzilarginase in certain territories outside the U.S. The”

James Kastenmayer was appointed as Interim Chief Executive Officer at Spyre Therapeutics, Inc..

“Effective as of the Transition Date, the Board appointed James Kastenmayer, the Company’s General Counsel and Corporate Secretary, to succeed Dr. Quinn as Interim Chief Executive Officer.”

Anthony Quinn changed role as President and Chief Executive Officer at Spyre Therapeutics, Inc..

“Dr. Quinn ceased his role as the Company’s President and Chief Executive Officer, effective August 24, 2022 (the “CEO Transition Date”).”

Sandesh Mahatme resigned as Class I Director at Spyre Therapeutics, Inc..

“On July 6, 2022, Sandesh Mahatme advised the Board of Directors (the “Board”) of Aeglea BioTherapeutics, Inc. (the “Company”) that he would resign as a Class I director of the Board, effective on July 8, 2022.”

Jonathan Alspaugh was appointed as Principal Accounting Officer at Spyre Therapeutics, Inc..

“On March 17, 2022, the Company appointed Jonathan Alspaugh, age 39, Chief Financial Officer, as its principal accounting officer, effective immediately.”

Steven Weber resigned as Vice President and Corporate Controller at Spyre Therapeutics, Inc..

“On March 16, 2022, Steven Weber, the Vice President and Corporate Controller of Aeglea Biotherapeutics, Inc. (the “Company”), and the Company’s principal accounting officer, notified the Company that he will be resigning from his positions, effective March 25, 2022.”

Sara Brownstein resigned as Class I Director at Spyre Therapeutics, Inc..

“On February 9, 2022, Sara Brownstein advised the Board of Directors (the “Board”) of Aeglea BioTherapeutics, Inc. (the “Company”) that she would resign as a Class I director of the Board, effective on February 9, 2022. The Company believes Ms. Brownstein’s resignation was due to disagreement regarding the Company’s financing plans.”

Hunter Smith was appointed as Class I Director at Spyre Therapeutics, Inc..

“On November 12, 2021, the board of directors (the “Board”) of Aeglea Biotherapeutics, Inc. (the “Company”) appointed Hunter Smith as a Class I director and as a member of the Audit Committee, effective immediately.”

Jonathan Alspaugh was appointed as Chief Financial Officer at Spyre Therapeutics, Inc..

“On June 23, 2021, the board of directors (the “Board”) of Aeglea Biotherapeutics, Inc. (the “Company”) appointed Jonathan Alspaugh, age 38, as Chief Financial Officer, effective July 6, 2021.”