Spyre Therapeutics announces $180 million private placement

Spyre Therapeutics, Inc. announced that it has entered into a securities purchase agreement for a private investment in public equity 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.
MB Bureau