Spyre Therapeutics Inc.
10/07/2026 | Press release | Distributed by Public on 10/07/2026 06:00
Material Agreement (Form 8-K)
Item 1.01 Entry into a Material Definitive Agreement
On October 5, 2026, Spyre Therapeutics, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Jefferies LLC, TD Securities (USA) LLC, Leerink Partners LLC and Stifel, Nicolaus & Company, Incorporated, as the representatives of the underwriters named therein (the "Underwriters"), relating to the offer and sale (the "Offering") of 4,117,648 shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"), at a public offering price of $85.00 per share. In addition, the Company granted the Underwriters a 30-day option (the "Option") to purchase up to an additional 617,647 shares of Common Stock on the same terms and conditions as the Common Stock sold in the Offering. The Offering is expected to close on or about October 7, 2026, subject to satisfaction of customary closing conditions.
The gross proceeds to the Company from the Offering are expected to be approximately $350.0 million, before deducting underwriting discounts and commissions and estimated offering expenses. The Company intends to use the net proceeds of the offering to continue to advance its programs in Gastroenterology, Rheumatology, and Dermatology, including to fund preclinical studies, clinical trials, manufacturing, and Phase 3 readiness, as well as a new program to advance SPY072 into late-stage development for hidradenitis suppurativa. Spyre also intends to use a portion of the net proceeds to further develop and support its general infrastructure. Finally, Spyre may use a portion of the net proceeds to in-license, acquire, or invest in additional businesses, technologies, products, or assets, and to fund the development of such new acquired or in-licensed products and technologies. Any remaining proceeds will be used for other ongoing research and development, working capital and other general corporate purposes.
The Offering is being made pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-297063), which was previously filed with the U.S. Securities and Exchange Commission (the "SEC") on June 26, 2026, and became effective on June 26, 2026. A final prospectus supplement dated October 5, 2026, relating to and describing the terms of the Offering was filed with the SEC on October 6, 2026.
The Underwriting Agreement contains customary representations and warranties, agreements and obligations, conditions to closing and termination provisions. In the Underwriting Agreement, the Company agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute payments that the Underwriters may be required to make because of such liabilities.
A copy of the Underwriting Agreement is filed as Exhibit 1.1 and is incorporated herein by reference. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.
An opinion dated October 7, 2026 relating to the legality of the issuance and sale of the Common Stock in the Offering is filed herewith as Exhibit 5.1.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Spyre Therapeutics Inc. published this content on October 07, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on October 07, 2026 at 12:02 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]