As filed with the Securities and Exchange Commission on February 27, 2025
Registration No. 333-



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549


FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933


SPYRE THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
___________________________________________________________________________________________________
Delaware46-4312787
(State or Other Jurisdiction
of Incorporation)		(IRS Employer
Identification No.)
221 Crescent Street
Building 23
Suite 105
Waltham, Massachusetts 02453
(Address of Principal Executive Offices, Zip Code)
Spyre Therapeutics, Inc. 2016 Equity Incentive Plan, As Amended and Restated
Spyre Therapeutics, Inc. 2016 Employee Stock Purchase Plan, As Amended and Restated
(Full title of the plans)

Heidy King-Jones
Chief Legal Officer and Corporate Secretary
Spyre Therapeutics, Inc.
221 Crescent Street
Building 23
Suite 105
Waltham, Massachusetts 02453
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:
Ryan Murr
Branden Berns
Gibson, Dunn & Crutcher LLP
One Embarcadero Center, Suite 3000
San Francisco, CA 94111
___________________________________________________________________________________________________

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐



EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed by Spyre Therapeutics, Inc. (f/k/a Aeglea BioTherapeutics, Inc.) (the “Registrant”) pursuant to General Instruction E to Form S-8, under the Securities Act of 1933, as amended, to register an additional (i) 3,814,905 shares of common stock, par value $0.0001 per share (“Common Stock”), issuable under the Registrant’s Equity Incentive Plan (as amended and restated, the “2016 Plan”) and (ii) 602,570 shares of Common Stock, issuable under the Registrant’s 2016 Employee Stock Purchase Plan (as amended and restated, the “ESPP”), pursuant to the provisions of those plans providing for an automatic increase in the number of shares reserved for issuance under such plans.

The information contained in the Registrant’s registration statements on Form S-8 filed with the Securities and Exchange Commission (“SEC”) on April 7, 2016 (Registration No. 333-210633), March 23, 2017 (Registration No. 333-216903), March 13, 2018 (Registration No. 333-223614), March 7, 2019 (Registration No. 333-230137), February 24, 2020 (Registration No. 333-236584), March 18, 2021 (Registration No. 333-254430), March 8, 2022 (Registration No. 333-263357), March 2, 2023 (Registration No. 333-270208), December 22, 2023 (Registration No. 333-276256), and February 29, 2024 (Registration No. 333-277542), together with all exhibits filed therewith or incorporated therein by reference, are hereby incorporated by reference pursuant to General Instruction E to Form S-8, and the shares of Common Stock registered hereunder are in addition to the shares of Common Stock registered on such registration statements with respect to the 2016 Plan and the ESPP.



PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information
The documents containing the information required by Part I of Form S-8 (plan information and registrant information and employee plan annual information) will be sent or given to employees as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”). Such documents need not be filed with the SEC either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.


PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
Exhibit NumberExhibit Description
4.1
4.2
5.1*
23.1*
23.2*
24.1*
99.1
99.2
107*
*Filed herewith.


SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Waltham, Massachusetts, on this 27th day of February, 2025.
  
SPYRE THERAPEUTICS, INC.
   
Date:
February 27, 2025
By: /s/ Cameron Turtle, DPhil
   Name: Cameron Turtle, DPhil
Title: Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Dr. Cameron Turtle and Mr. Scott Burrows, jointly and severally, as his or her true and lawful attorney-in-fact and agent with full power of substitution, for him or her in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature
Title
Date
/s/ Cameron Turtle, DPhilChief Executive Officer and Director
February 27, 2025
Cameron Turtle, DPhil
(Principal Executive Officer)
/s/ Scott BurrowsChief Financial Officer
February 27, 2025
Scott Burrows
(Principal Financial Officer and Principal Accounting Officer)
/s/ Jeffrey W. Albers
Chairman of the Board
February 27, 2025
Jeffrey W. Albers
/s/ Peter Harwin
Director
February 27, 2025
Peter Harwin
/s/ Michael Henderson, M.D.
Director
February 27, 2025
Michael Henderson, M.D.
/s/ Tomas Kiselak
Director
February 27, 2025
Tomas Kiselak
/s/ Mark McKenna
Director
February 27, 2025
Mark McKenna
/s/ Sandra Milligan
Director
February 27, 2025
Sandra Milligan
/s/ Laurie Stelzer
Director
February 27, 2025
Laurie Stelzer


Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Spyre Therapeutics, Inc. of our report dated February 27, 2025 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Spyre Therapeutics, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2024.

/s/ PricewaterhouseCoopers LLP

Austin, Texas
February 27, 2025



Exhibit 5.1
gdclogo.jpg                 
February 27, 2025

Spyre Therapeutics, Inc.
221 Crescent Street, Building 23, Suite 105
Waltham, MA 02453
Re: Spyre Therapeutics, Inc.
Registration Statement on Form S-8

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-8 (f/k/a Aeglea BioTherapeutics, Inc.) (the “Registration Statement”), of Spyre Therapeutics, Inc., a Delaware corporation (the “Company”) to be filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), in connection with the offering by the Company of (i) up 3,814,905 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), issuable to eligible individuals under the Spyre Therapeutics, Inc. 2016 Equity Incentive Plan (as amended and restated, the “2016 Plan”) and (ii) up to 602,570 shares of Common Stock issuable to eligible individuals under the Spyre Therapeutics, Inc. 2016 Employee Stock Purchase Plan (as amended and restated, the “ESPP” and together with the 2016 Plan, the “Plans”).

In arriving at the opinions expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of the Plans and such other documents, corporate records, certificates of officers of the Company and of public officials and other instruments as we have deemed necessary or advisable to enable us to render these opinions. In our examination, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. As to any facts material to these opinions, we have relied to the extent we deemed appropriate and without independent investigation upon statements and representations of officers and other representatives of the Company and others. We have also assumed without independent investigation that there are no agreements or understandings between or among the Company and any participants in the Plans that would expand, modify or otherwise affect the terms of the Plans or the respective rights or obligations of the participants thereunder.

Based upon the foregoing examination and in reliance thereon, and subject to the assumptions stated and in reliance on statements of fact contained in the documents that we have examined, we are of the opinion that the shares of Common Stock issuable under the Plans, when issued and sold in accordance with the terms of the Plans and against payment therefor, and when the Registration Statement has become effective under the Securities Act, will be validly issued, fully paid and non-assessable.

Gibson, Dunn & Crutcher LLP
2001 Ross Avenue Suite 2100 | Dallas, TX 75201-2923 | T: 214.698.3100 | F: 214.571.2900 | gibsondunn.com


gdclogo.jpg

Spyre Therapeutics, Inc.
February 27, 2025
Page 2

We render no opinion herein as to matters involving the laws of any jurisdiction other than the Delaware General Corporation Law (the “DGCL”). We are not admitted to practice in the State of Delaware; however, we are generally familiar with the DGCL as currently in effect and have made such inquiries as we consider necessary to render the opinions above. This opinion is limited to the effect of the current state of the law of the DGCL and the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such law or the interpretations thereof or such facts.

We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name in the Registration Statement and the prospectus that forms a part thereof. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ Gibson, Dunn & Crutcher, LLP

Gibson, Dunn & Crutcher, LLP
Gibson, Dunn & Crutcher LLP
2001 Ross Avenue Suite 2100 | Dallas, TX 75201-2923 | T: 214.698.3100 | F: 214.571.2900 | gibsondunn.com
0001636282SPYRE THERAPEUTICS, INC.S-8S-8EX-FILING FEESxbrli:sharesiso4217:USDxbrli:pure000163628212025-02-272025-02-27000163628222025-02-272025-02-2700016362822025-02-272025-02-27

Calculation of Filing Fee Tables
FORM S-8 
(Form Type)
Spyre Therapeutics, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
        
Security
Type		 
Security
Class
Title (1)
 
Fee
Calculation
Rule
 
Amount
Registered
 
Proposed
Maximum
Offering
Price Per
Unit
 
Maximum
Aggregate
Offering Price
 Fee Rate 
Amount of
Registration
Fee
        
Equity
 Common stock, par value $0.0001 per share Rule 457(a) (2) 
3,814,905 (3)
 
$21.56
 
$82,249,351.80
 
0.0001531
 
$12,592.38
EquityCommon stock, par value $0.0001 per share
Rule 457(a) (4)
602,570 (5)
$18.33
$11,045,108.10
0.0001531
$1,691.01
     
Total Offering Amounts  
$93,294,459.90
  
$14,283.39
     
Total Fee Offsets    —
     
Net Fee Due       
$14,283.39
 
 (1)
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s common stock, par value $0.0001 (the “Common Stock”), that may be issued pursuant to the Registrant’s 2016 Equity Incentive Plan (as amended and restated, the “2016 Plan”) and the Registrant's 2016 Employee Stock Purchase Plan (as amended, the “ESPP”), by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration that increases the number of the outstanding shares of the Registrant’s Common Stock.
 
 (2)
Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and (h) of the Securities Act, and based on the average of the high and low sale prices of the Common Stock, as quoted on The Nasdaq Global Select Market, on February 21, 2025.
 
 (3)
Represents 3,814,905 additional shares of Common Stock to be registered and available for grant under the 2016 Plan resulting from the annual 5% increase in the number of authorized shares available for issuance under the 2016 Plan.
  
 
(4)
Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and (h) of the Securities Act, and based on a 15% discount from the average of the high and low sale prices of the Common Stock, as quoted on The Nasdaq Global Select Market, on February 21, 2025, multiplied by 85%, such discount representing the discount offered pursuant to the ESPP.
  
 
(5)
Represents 602,570 additional shares of Common Stock to be registered and available for grant under the ESPP resulting from the annual 1% increase in the number of authorized shares available for issuance under the ESPP.

v3.25.0.1
Submission
Feb. 27, 2025
Submission [Line Items]  
Central Index Key 0001636282
Registrant Name SPYRE THERAPEUTICS, INC.
Form Type S-8
Submission Type S-8
Fee Exhibit Type EX-FILING FEES
v3.25.0.1
Offerings
Feb. 27, 2025
USD ($)
shares
Offering: 1  
Offering:  
Fee Previously Paid false
Rule 457(a) true
Security Type Equity
Security Class Title Common stock, par value $0.0001 per share
Amount Registered | shares 3,814,905
Proposed Maximum Offering Price per Unit 21.56
Maximum Aggregate Offering Price $ 82,249,351.8
Fee Rate 0.01531%
Amount of Registration Fee $ 12,592.38
Offering: 2  
Offering:  
Fee Previously Paid false
Rule 457(a) true
Security Type Equity
Security Class Title Common stock, par value $0.0001 per share
Amount Registered | shares 602,570
Proposed Maximum Offering Price per Unit 18.33
Maximum Aggregate Offering Price $ 11,045,108.1
Fee Rate 0.01531%
Amount of Registration Fee $ 1,691.01
v3.25.0.1
Fees Summary
Feb. 27, 2025
USD ($)
Fees Summary [Line Items]  
Total Offering $ 93,294,459.9
Total Fee Amount 14,283.39
Total Offset Amount 0
Net Fee $ 14,283.39
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