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Spyre Therapeutics Inc

For the period ended Dec 31, 2024. Filed Feb 27, 2025.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Feb 27, 2025

SYRE$104.48-4.1%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following documents are filed as part of this report:

  1. Financial Statements

See Index to Financial Statements at Item 8 herein.

  1. Financial Statement Schedules

All schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.

  1. Exhibits
ExhibitNumber · Incorporate by Reference
Description of Document · Form · File No. · Date ofFiling · ExhibitNo. · FiledHerewith
2.1Agreement and Plan of Merger, dated June 22, 2023, by and among the Company, Aspen Merger Sub I, Inc., Sequoia Merger Sub II, LLC and Spyre Therapeutics, Inc.S-1333-27625112/22/20232.1
3.1Second Amended and Restated Certificate of Incorporation of the Company, effective as of May 14, 20248-K001-377225/15/20243.2
3.2Amended and Restated BylawsS-1/A333-2762512/5/20243.2
3.3Certificate of Designations of Series A Non-Voting Convertible Preferred StockS-1333-27625112/22/20233.3
3.4Certificate of Designations of Series B Non-Voting Convertible Preferred StockS-1333-27625112/22/20233.4
3.5Certificate of Amendment to Certificate of Designation of Series B Non-Voting Convertible Preferred Stock8-K001-377223/18/20243.2
4.1Form of Registration Rights Agreement, by and among the Company and certain purchasers (December 2023 PIPE)S-1/A333-2762512/5/20244.1
4.2Form of Common Stock CertificateS-1333-27625112/22/20234.2
4.3Form of Registration Rights Agreement, by and among the Company and certain purchasers (June 2023 PIPE)S-1/A333-2762512/5/20244.4
4.4Description of the Registrant's securitiesX
4.5Form of Warrant to Purchase Common Stock (Parapyre Warrant 2023)10-Q001-377225/9/20244.2
4.6Form of Warrant to Purchase Common Stock (Parapyre Warrant 2024)X
10.1Form of Indemnification AgreementS-1/A333-2762512/5/202410.19
ExhibitNumberIncorporate by Reference
Description of Document · Form · File No. · Date ofFiling · ExhibitNo. · FiledHerewith
10.2‡2015 Equity Incentive Plan and forms of award agreementsS-1333-27625112/22/202310.7
10.3‡Spyre Therapeutics, Inc. 2016 Equity Incentive Plan, As Amended and Restated Effective November 21, 2023S-1333-27625112/22/202310.8
10.4‡Form of Stock Option Agreement under the Amended and Restated Spyre Therapeutics, Inc. 2016 Equity Incentive Plan10-Q001-377228/7/202410.6
10.5‡Spyre Therapeutics, Inc. 2016 Employee Stock Purchase Plan, as amended by the First Amendment on January 31, 202410-K001-377222/29/202410.4
10.6‡Spyre Therapeutics, Inc. 2018 Equity Inducement Plan and the First Amendment, Second Amendment, Third Amendment and Fourth Amendment theretoS-1/A333-2762512/5/202410.10
10.7‡Fifth Amendment to the Spyre Therapeutics, Inc. 2018 Equity Inducement Plan10-Q001-3772211/7/202410.4
10.8‡Form of Stock Option Agreement under the Amended and Restated 2018 Equity Inducement PlanS-1333-27625112/22/202310.11
10.9‡Form of Restricted Stock Unit Award Agreement under the Amended Spyre Therapeutics, Inc. 2018 Equity Inducement Plan10-Q001-377228/7/202410.7
10.10‡Spyre Therapeutics, Inc. 2023 Equity Incentive PlanS-1333-27625112/22/202310.12
10.11‡Form of Stock Restriction AgreementS-1333-27625112/22/202310.13
10.12‡Form of Severance AgreementS-!333-27625112/22/202310.14
10.13‡Amended and Restated Offer Letter, dated November 22, 2023 and as amended on February 1, 2024, by and between the Company and Cameron TurtleS-1/A333-2762512/5/202410.4
10.14‡Offer Letter, dated August 10, 2023, by and between the Company and Scott BurrowsS-1333-27625112/22/202310.16
10.15‡Offer Letter, dated August 18, 2023, by and between the Company and Heidy King-Jones10-K001-377222/29/202410.19
10.16‡Offer Letter, dated September 20, 2024, by and between the Company and Sheldon Sloan10-Q001-3772211/7/202410.5
10.17‡Consulting Agreement by and between the Company and Mark McKenna, effective August 1, 202310-K001-377222/29/202410.20
10.18†Amended and Restated Biologics Master Services Agreement, dated October 14, 2024, by and between the Company and WuXi Biologics (Hong Kong) Limited8-K001-3772210/15/202410.2
ExhibitNumber · Incorporate by Reference
Description of Document · Form · File No. · Date ofFiling · ExhibitNo. · FiledHerewith
10.19†Amended and Restated Cell Line License Agreement, dated October 14, 2024, by and between the Company and WuXi Biologics (Hong Kong) Limited8-K001-3772210/15/202410.3
10.20Novation Agreement, dated September 19, 2023, by and between Paragon Therapeutics, Inc., the Company and WuXi Biologics (Hong Kong) LimitedS-1333-27625112/22/202310.3
10.21Amendment No. 1 to Novation Agreement, dated April 25, 2024, by and between Paragon Therapeutics, Inc., the Company and WuXi Biologics (Hong Kong) Limited10-Q001-377225/9/202410.6
10.22†Second Amended and Restated Antibody Discovery and Option agreement, dated May 14, 2024, by and between the Company, Paragon Therapeutics, Inc. and Parapyre Holding LLC10-Q001-377228/7/202410.5
10.23†α4ß7 (SPY001) License Agreement, dated May 14, 2024, by and between the Company and Paragon Therapeutics, Inc.10-Q001-377228/7/202410.3
10.24†TL1A (SPY002) License Agreement, dated May 14 2024, by and between the Company and Paragon Therapeutics, Inc.10-Q001-377228/7/202410.4
10.25†Amended and Restated IL-23 (SPY003) License Agreement, dated February 24, 2025, by and between the Company and Paragon Therapeutics, Inc.X
10.26Sales Agreement, dated September 6, 2024, between Spyre Therapeutics, Inc. and TD Securities (USA) LLCS-3333-2819759/6/20241.2
19.1Spyre Therapeutics, Inc. Insider Trading PolicyX
21.1Subsidiaries of the RegistrantX
23.1Consent of PricewaterhouseCoopers LLPX
24.1Power of AttorneyX
31.1Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934X
31.2Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934X
32.1Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002X
ExhibitNumber · Incorporate by Reference
Description of Document · Form · File No. · Date ofFiling · ExhibitNo. · FiledHerewith
97Spyre Therapeutics, Inc. Compensation Recoupment (Clawback) Policy10-K001-377222/29/202497
101.INSInline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL documentX
101.SCHInline XBRL Taxonomy Extension Schema DocumentX
101.CALInline XBRL Taxonomy Extension Calculation Linkbase DocumentX
101.DEFInline XBRL Taxonomy Extension Definition Linkbase DocumentX
101.LABInline XBRL Taxonomy Extension Labels Linkbase DocumentX
101.PREInline XBRL Taxonomy Extension Presentation Linkbase DocumentX
104The cover page of this Annual Report on Form 10-K for the year ended December 31, 2024, formatted in Inline XBRL and contained in Exhibit 101

†Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

‡Indicates management contract or compensatory plan.

(1)The certifications on Exhibit 32 hereto are deemed not “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that Section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, regardless of any general incorporation language contained in such filing.

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