Business Context and Reporting Period
Company: Spyre Therapeutics, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: April 23, 2024 (Event Date); Signed April 25, 2024
Reporting Period: Specific event reporting regarding unregistered sales of equity securities.
Key Financial Metrics and Capital Structure
This filing does not report revenue, profit, cash flow, margins, or debt levels. It focuses exclusively on capital structure changes resulting from a stock exchange.
| Capital Component | Outstanding Amount (Post-Exchange) | Conversion Details |
|---|---|---|
| Common Stock | 40,279,414 shares | N/A |
| Series A Preferred Stock | 346,045 shares | Convertible into 13,841,800 Common Shares |
| Series B Preferred Stock | 271,625 shares | Convertible into 10,865,000 Common Shares |
Material Changes
On April 23, 2024, the Company entered into an Exchange Agreement with an existing stockholder (Fairmount Healthcare Fund II L.P.).
- Transaction: Exchange of 90,992 shares of Series A Non-Voting Convertible Preferred Stock for 3,639,680 shares of Common Stock.
- Exchange Ratio: Approximately 40:1 (Common to Preferred).
- Regulatory Basis: Issued without registration under Section 3(a)(9) of the Securities Act of 1933.
- Closing Date: April 25, 2024.
Guidance, Outlook, and Risks
The filing contains no management commentary, financial guidance, or outlook. No specific risks or contingencies are disclosed in this document other than the standard incorporation by reference of the full Exchange Agreement (Exhibit 10.1).
Investor Verification Checklist
- Verify the full terms of the Exchange Agreement filed as Exhibit 10.1.
- Confirm the total fully diluted share count including the conversion of remaining Series A and Series B Preferred Stock.
- Review the Company's most recent 10-K or 10-Q for liquidity and cash runway, as this 8-K does not provide financial performance data.