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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_________________________________________________________
FORM 10-K/A
(Amendment No. 1)
_______________________________________________________

x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2023
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from______ to
Commission file number 001-37722
_________________________________________________________
SPYRE THERAPEUTICS, INC.
(Exact name of Registrant as specified in its charter)
_________________________________________________________
Delaware46-4312787
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)
221 Crescent Street
Building 23, Suite 105
Waltham, MA
02453
(Address of Principal Executive Offices)(Zip Code)
Registrant’s Telephone Number, including area code: (617) 651-5940
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.0001 Par Value Per Share
SYRE
The Nasdaq Stock Market LLC
(Nasdaq Global Select Market)
Securities registered pursuant to Section 12(g) of the Exchange Act: None
_________________________________________________________
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  o   No  x
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes  o   No  x
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  x   No o
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes  x   No o
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 fileroAccelerated filero
Non-accelerated filerxSmaller reporting companyx
Emerging growth companyo
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 13(a) of the Exchange Act. o
Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C 7262(b)) by the registered public accounting firm that prepared or issued its audit report. o
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the Registrant included in the filing reflect the correction of an error to previously issued financial statements. o
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the Registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  o   No x
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant on June 30, 2023 (the last business day of the Registrant’s second fiscal quarter), based upon the closing price of $11.2625 of the Registrant’s common stock as reported on The Nasdaq Global Market, was approximately $26.2 million.
Indicate the number of shares outstanding of each of the Registrant's classes of common stock, as of the latest practicable date.
Class
Outstanding at February 21, 2024
Common stock, $0.0001 par value per share
36,150,941 shares

Auditor Name PricewaterhouseCoopers LLP Auditor Location Austin, TX PCAOB ID# 238

DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant’s Definitive Proxy Statement (“Proxy Statement”) relating to the 2024 Annual Meeting of Stockholders will be filed with the Commission within 120 days after the end of the Registrant’s 2023 fiscal year and is incorporated by reference into Part III of this Report.

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (this “Amendment”) amends the Annual Report on Form 10-K of Spyre Therapeutics, Inc. (the “Company”) for the fiscal year ended December 31, 2023, as filed with the Securities and Exchange Commission on February 29, 2024 (the “Original Filing”). This Amendment is being filed for the sole purposes of amending “Item 15. Exhibits and Financial Statement Schedules” under Part IV of the Original Filing to insert hyperlinks to exhibits that were incorporated by reference to the Original Filing, which hyperlinks were not included in the Original Filing. Except as noted above, this Amendment does not update or modify any disclosures in or reflect any events occurring after the filing of the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing.
In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officers and principal financial officer are filed herewith as exhibits to this Amendment pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. As no financial statements have been included in this Amendment and it does not contain or amend any disclosure with respect to Items 307 or 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted. The Company is not including certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as no financial statements are being filed with this Amendment.


PART IV
ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Item 15 has been amended to include hyperlinks for all Exhibits.
Exhibits
Exhibit
Number		Incorporate by Reference
Description of DocumentFormFile No.Date of
Filing		Exhibit
No.		Filed
Herewith
2.1
S-1/A
333-276251
2/5/20242.1
3.1
S-1/A
333-276251
2/5/20243.1
3.2
S-1/A
333-276251
2/5/20243.2
3.3
S-1/A
333-276251
2/5/20243.3
3.4
S-1/A
333-276251
2/5/20243.4
4.1
S-1/A
333-276251
2/5/20244.1
4.2S-1/A
333-276251
2/5/20244.2
4.3
S-1/A
333-276251
2/5/20244.3
4.4
S-1/A
333-276251
2/5/20244.4
4.5*

4.6
S-1/A
333-276251
2/5/20244.5
10.1
S-1/A
333-276251
2/5/202410.19
10.2‡
S-1/A
333-276251
2/5/202410.7
10.3‡
S-1/A
333-276251
2/5/202410.8
10.4‡*


Exhibit
Number		Incorporate by Reference
Description of DocumentFormFile No.Date of
Filing		Exhibit
No.		Filed
Herewith
10.5‡
S-1/A
333-276251
2/5/202410.10
10.6‡
S-1/A
333-276251
2/5/202410.11
10.7‡
S-1/A
333-276251
2/5/202410.12
10.8‡
S-1/A
333-276251
2/5/202410.13
10.9‡
S-1/A
333-276251
2/5/202410.14
10.10†
S-1/A
333-276251
2/5/202410.1
10.11†
S-1/A
333-276251
2/5/202410.2
10.12
S-1/A
333-276251
2/5/202410.3
10.13‡
S-1/A
333-276251
2/5/202410.4
10.14†
S-1/A
333-276251
2/5/202410.5
10.15‡
S-1/A
333-276251
2/5/202410.15
10.16‡
S-1/A
333-276251
2/5/202410.16
10.17
S-1/A
333-276251
2/5/202410.17
10.18
S-1/A
333-276251
2/5/202410.18



Exhibit
Number		Incorporate by Reference
Description of DocumentFormFile No.Date of
Filing		Exhibit
No.		Filed
Herewith
10.19‡*
10.20*
21.1*
23.1*
24.1*
31.1X
31.2X
32.1*
97.1*
101.INSInline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL documentX
101.SCHInline XBRL Taxonomy Extension Schema DocumentX
101.CALInline XBRL Taxonomy Extension Calculation Linkbase DocumentX
101.DEFInline XBRL Taxonomy Extension Definition Linkbase DocumentX
101.LABInline XBRL Taxonomy Extension Labels Linkbase DocumentX
101.PREInline XBRL Taxonomy Extension Presentation Linkbase DocumentX


Exhibit
Number		Incorporate by Reference
Description of DocumentFormFile No.Date of
Filing		Exhibit
No.		Filed
Herewith
104
The cover page of this Annual Report on Form 10-K for the year ended December 31, 2023, formatted in Inline XBRL and contained in Exhibit 101
___________________________________
†Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
•Indicates management contract or compensatory plan.
* Previously filed with the Original Filing
(1)The certifications on Exhibit 32 hereto are deemed not “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that Section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, regardless of any general incorporation language contained in such filing.


SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: March 1, 2024
SPYRE THERAPEUTICS, INC.
By:
/s/ Scott Burrows
Scott Burrows
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)



Exhibit 31.1
Certification of Periodic Report under Section 302 of the Sarbanes-Oxley Act of 2002
I, Cameron Turtle, certify that:
1.I have reviewed this Annual Report on Form 10-K/A of Spyre Therapeutics, Inc.; and
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
Date: March 1, 2024
/s/ Cameron Turtle, D.Phil
Cameron Turtle, D.Phil
Chief Executive Officer
(Principal Executive Officer)


Exhibit 31.2
Certification of Periodic Report under Section 302 of the Sarbanes-Oxley Act of 2002
I, Scott Burrows, certify that:
1.I have reviewed this Annual Report on Form 10-K/A of Spyre Therapeutics, Inc.; and
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
Date: March 1, 2024
/s/ Scott Burrows
Scott Burrows
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)

v3.24.0.1
Cover - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2023
Feb. 21, 2024
Jun. 30, 2023
Cover [Abstract]      
Document Type 10-K/A    
Document Annual Report true    
Document Period End Date Dec. 31, 2023    
Current Fiscal Year End Date --12-31    
Document Transition Report false    
Entity File Number 001-37722    
Entity Registrant Name SPYRE THERAPEUTICS, INC.    
Entity Incorporation, State or Country Code DE    
Entity Tax Identification Number 46-4312787    
Entity Address, Address Line One 221 Crescent Street    
Entity Address, Address Line Two Building 23, Suite 105    
Entity Address, City or Town Waltham    
Entity Address, State or Province MA    
Entity Address, Postal Zip Code 02453    
City Area Code 617    
Local Phone Number 651-5940    
Title of 12(b) Security Common Stock, $0.0001 Par Value Per Share    
Trading Symbol SYRE    
Security Exchange Name NASDAQ    
Entity Well-known Seasoned Issuer No    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Non-accelerated Filer    
Entity Small Business true    
Entity Emerging Growth Company false    
ICFR Auditor Attestation Flag false    
Document Financial Statement Error Correction false    
Entity Shell Company false    
Entity Public Float     $ 26.2
Entity Common Stock Shares Outstanding   36,150,941  
Documents Incorporated by Reference
Portions of the Registrant’s Definitive Proxy Statement (“Proxy Statement”) relating to the 2024 Annual Meeting of Stockholders will be filed with the Commission within 120 days after the end of the Registrant’s 2023 fiscal year and is incorporated by reference into Part III of this Report.
    
Entity Central Index Key 0001636282    
Document Fiscal Year Focus 2023    
Document Fiscal Period Focus FY    
Amendment Flag false    
Auditor Name PricewaterhouseCoopers LLP    
Auditor Firm ID 238    
Auditor Location Austin, TX    
v3.24.0.1
Audit Information
 12 Months Ended
Dec. 31, 2023
Audit Information [Abstract]  
Auditor Firm ID 238
Auditor Name PricewaterhouseCoopers LLP
Auditor Location Austin, TX
v3.24.0.1
Cover
 12 Months Ended
Dec. 31, 2023
Cover [Abstract]  
Documents Incorporated by Reference
Portions of the Registrant’s Definitive Proxy Statement (“Proxy Statement”) relating to the 2024 Annual Meeting of Stockholders will be filed with the Commission within 120 days after the end of the Registrant’s 2023 fiscal year and is incorporated by reference into Part III of this Report.
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