WALTHAM,
Mass., March 18, 2024 /PRNewswire/ -- Spyre
Therapeutics, Inc. ("Spyre" or the "Company") (NASDAQ: SYRE), a
biotechnology company advancing a pipeline of investigational
antibody therapeutics with the potential to transform the treatment
of inflammatory bowel disease ("IBD"), today announced that it has
entered into a securities purchase agreement for a private
investment in public equity ("PIPE") financing that is expected to
result in gross proceeds of approximately $180 million to the Company, before deducting
placement agent fees and offering expenses. The PIPE financing
included participation from both new and existing investors,
including Adage Capital Partners LP, Avidity Partners, Boxer
Capital, Darwin Global Management, Deep Track Capital, funds
affiliated with Farallon Capital Management, L.L.C., Logos Capital,
Perceptive Advisors, RTW Investments, a leading biotechnology
investor associated with one of the largest alternative asset
managers, and a large investment management firm.
Pursuant to the terms of the securities purchase agreement,
Spyre is selling an aggregate of 121,625 shares of its Series B
non-voting convertible preferred stock (the "Series B preferred
stock") at a price of $1,480.00 per share. The shares of
Series B preferred stock are convertible into an aggregate of
4,865,000 shares of common stock. Subject to Spyre stockholder
approval, each share of Series B preferred stock will automatically
convert into 40 shares of common stock, subject to certain
beneficial ownership limitations set by each holder. The PIPE
financing is expected to close on or about March 20, 2024, subject to satisfaction of
customary closing conditions.
The Company intends to use the net proceeds from the PIPE
financing, together with the Company's existing cash, cash
equivalents, and marketable securities, to fund its pipeline
programs, and for general corporate purposes and working capital.
The Company also expects that the net proceeds will extend its cash
runway to fund its operating plan well into 2027.
Jefferies, TD Cowen, Evercore ISI, Stifel, Guggenheim
Securities, and LifeSci Capital are acting as joint placement
agents for the PIPE financing.
The offer and sale of the foregoing securities are being made in
a transaction not involving a public offering and the securities
have not been registered under the Securities Act of 1933, as
amended, and may not be reoffered or resold in the United States except pursuant to an
effective registration statement or an applicable exemption from
the registration requirements. Concurrently with the execution of
the securities purchase agreement, Spyre and the investors entered
into a registration rights agreement pursuant to which the Company
has agreed to file a registration statement with the Securities and
Exchange Commission (the "SEC") registering the resale of the
shares of common stock underlying the Series B preferred stock sold
in the PIPE financing.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any state or other jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of
any such state or other jurisdiction.
About Spyre Therapeutics
Spyre Therapeutics is a biotechnology company that aims to
create the next-generation of inflammatory bowel disease (IBD)
products by combining best-in-class antibody engineering, rational
therapeutic combinations, and precision medicine approaches.
Spyre's pipeline includes investigational extended half-life
antibodies targeting α4β7, TL1A, and IL-23.
Forward-Looking Statements
Certain statements
in this press release, other than purely historical information,
may constitute "forward-looking statements" within the meaning of
the federal securities laws, including for purposes of the safe
harbor provisions under the United States Private Securities
Litigation Reform Act of 1995, concerning Spyre and other matters.
These forward-looking statements include, but are not limited to,
express or implied statements relating to Spyre's management team's
expectations, hopes, beliefs, intentions or strategies regarding
the future including, without limitation, the intended use of net
proceeds from the PIPE financing, Spyre's cash sufficiency and
runway, and the expected timing of closing of the PIPE financing
and the completion of the PIPE financing, Spyre's business plans
and the anticipated benefits of the management changes. In
addition, any statements that refer to projections, forecasts or
other characterizations of future events or circumstances,
including any underlying assumptions, are forward-looking
statements. The words "opportunity," "potential," "milestones,"
"pipeline," "can," "goal," "aim," "strategy," "target," "seek,"
"anticipate," "achieve," "believe," "contemplate," "continue,"
"could," "estimate," "expect," "intends," "may," "might," "plan,"
"possible," "predict," "project," "should," "will," "would" and
similar expressions (including the negatives of these terms or
variations of them) may identify forward-looking statements, but
the absence of these words does not mean that a statement is not
forward-looking. These forward-looking statements are based on
current expectations and beliefs concerning future developments and
their potential effects. There can be no assurance that future
developments affecting Spyre will be those that have been
anticipated. These forward-looking statements involve a number of
risks, uncertainties (some of which are beyond Spyre's control) or
other assumptions that may cause actual results or performance to
be materially different from those expressed or implied by these
forward-looking statements. These risks and uncertainties include,
but are not limited to, market conditions and the satisfaction of
closing conditions, as well as those uncertainties and factors
described under the heading "Risk Factors" and "Note about
Forward-Looking Statements" in Spyre's most recent Annual Report on
Form 10-K filed with the SEC, as well as discussions of potential
risks, uncertainties, and other important factors included in other
filings by Spyre from time to time. Should one or more of these
risks or uncertainties materialize, or should any of Spyre's
assumptions prove incorrect, actual results may vary in material
respects from those projected in these forward-looking statements.
Nothing in this press release should be regarded as a
representation by any person that the forward-looking statements
set forth therein will be achieved or that any of the contemplated
results of such forward-looking statements will be achieved. You
should not place undue reliance on forward-looking statements in
this press release, which speak only as of the date they are made
and are qualified in their entirety by reference to the cautionary
statements herein. Spyre does not undertake or accept any duty to
make any updates or revisions to any forward-looking statements.
This press release does not purport to summarize all of the
conditions, risks and other attributes of an investment in
Spyre.
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SOURCE Spyre Therapeutics, Inc.