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As filed with the Securities and Exchange Commission on February 27, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SPYRE THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
___________________________________________________________________________________________________ | | | | | | | | |
| Delaware | | 46-4312787 |
(State or Other Jurisdiction
of Incorporation) | | (IRS Employer
Identification No.) |
| 221 Crescent Street Building 23 Suite 105 | |
| Waltham, Massachusetts 02453 | |
| (Address of Principal Executive Offices, Zip Code) | |
Spyre Therapeutics, Inc. 2016 Equity Incentive Plan, As Amended and Restated
Spyre Therapeutics, Inc. 2016 Employee Stock Purchase Plan, As Amended and Restated
(Full title of the plans)
Heidy King-Jones
Chief Legal Officer and Corporate Secretary
Spyre Therapeutics, Inc.
221 Crescent Street
Building 23
Suite 105
Waltham, Massachusetts 02453
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Ryan Murr
Branden Berns
Gibson, Dunn & Crutcher LLP
One Embarcadero Center, Suite 3000
San Francisco, CA 94111
___________________________________________________________________________________________________
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer | | ☒ | | Accelerated filer | | ☐ |
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Non-accelerated filer | | ☐ | | Smaller reporting company | | ☐ |
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| | | | Emerging growth company | | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed by Spyre Therapeutics, Inc. (f/k/a Aeglea BioTherapeutics, Inc.) (the “Registrant”) pursuant to General Instruction E to Form S-8, under the Securities Act of 1933, as amended, to register an additional (i) 3,814,905 shares of common stock, par value $0.0001 per share (“Common Stock”), issuable under the Registrant’s Equity Incentive Plan (as amended and restated, the “2016 Plan”) and (ii) 602,570 shares of Common Stock, issuable under the Registrant’s 2016 Employee Stock Purchase Plan (as amended and restated, the “ESPP”), pursuant to the provisions of those plans providing for an automatic increase in the number of shares reserved for issuance under such plans.
The information contained in the Registrant’s registration statements on Form S-8 filed with the Securities and Exchange Commission (“SEC”) on April 7, 2016 (Registration No. 333-210633), March 23, 2017 (Registration No. 333-216903), March 13, 2018 (Registration No. 333-223614), March 7, 2019 (Registration No. 333-230137), February 24, 2020 (Registration No. 333-236584), March 18, 2021 (Registration No. 333-254430), March 8, 2022 (Registration No. 333-263357), March 2, 2023 (Registration No. 333-270208), December 22, 2023 (Registration No. 333-276256), and February 29, 2024 (Registration No. 333-277542), together with all exhibits filed therewith or incorporated therein by reference, are hereby incorporated by reference pursuant to General Instruction E to Form S-8, and the shares of Common Stock registered hereunder are in addition to the shares of Common Stock registered on such registration statements with respect to the 2016 Plan and the ESPP.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information required by Part I of Form S-8 (plan information and registrant information and employee plan annual information) will be sent or given to employees as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”). Such documents need not be filed with the SEC either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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| Exhibit Number | | Exhibit Description | |
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| 4.1 | | | |
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| 4.2 | | | |
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| 5.1* | | | |
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| 23.1* | | | |
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| 23.2* | | | |
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| 24.1* | | | |
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| 99.1 | | | |
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| 99.2 | | | |
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| 107* | | | |
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Waltham, Massachusetts, on this 27th day of February, 2025.
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| | | | SPYRE THERAPEUTICS, INC. | |
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| Date: | February 27, 2025 | By: | /s/ Cameron Turtle, DPhil | |
| | | | Name: Cameron Turtle, DPhil
Title: Chief Executive Officer | |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Dr. Cameron Turtle and Mr. Scott Burrows, jointly and severally, as his or her true and lawful attorney-in-fact and agent with full power of substitution, for him or her in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
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Signature | | Title | | Date |
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| /s/ Cameron Turtle, DPhil | | Chief Executive Officer and Director | | February 27, 2025 |
Cameron Turtle, DPhil | | (Principal Executive Officer) | | |
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| /s/ Scott Burrows | | Chief Financial Officer | | February 27, 2025 |
Scott Burrows | | (Principal Financial Officer and Principal Accounting Officer) | | |
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/s/ Jeffrey W. Albers | | Chairman of the Board | | February 27, 2025 |
Jeffrey W. Albers | | | | |
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/s/ Peter Harwin | | Director | | February 27, 2025 |
| Peter Harwin | | | | |
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/s/ Michael Henderson, M.D. | | Director | | February 27, 2025 |
| Michael Henderson, M.D. | | | | |
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/s/ Tomas Kiselak | | Director | | February 27, 2025 |
| Tomas Kiselak | | | | |
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/s/ Mark McKenna | | Director | | February 27, 2025 |
| Mark McKenna | | | | |
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/s/ Sandra Milligan | | Director | | February 27, 2025 |
| Sandra Milligan | | | | |
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/s/ Laurie Stelzer | | Director | | February 27, 2025 |
| Laurie Stelzer | | | | |