Aeglea BioTherapeutics, Inc. (NasdaqGM:AGLE) acquired Spyre Therapeutics, Inc. on June 22, 2023. The acquisition of Spyre was structured as a stock-for-stock transaction pursuant to which all of Spyre's outstanding equity interests were exchanged based on a fixed exchange ratio for consideration as a combination of 13,013,636 shares of Aeglea common stock and 364,889 shares of Series A preferred stock (or 364,889,000 shares) on an as-converted-to-common basis). The current Aeglea management team, including Jonathan D. Alspaugh, President & Chief Financial Offer, and Cortney Caudill, Chief Product Officer, will be expanded with the appointment of Cameron Turtle to Chief Operating Officer; Janet Gunzner-Toste to Senior Vice President Operations; Andy Spencer to Senior Vice President, Preclinical R&D; and, Justin LaFountaine to Vice President, Corporate Development. In conjunction with the transaction, Aeglea Board Members will include: Russell Cox, Chairman of the Board, Chief Executive Officer of Epirium Bio (current); Hunter Smith, Chief Financial Officer of Rhythm Pharmaceuticals (current); Alison Lawton, Former President and CEO of Kaleido Biosciences (current); Ivana Magovcevic-Liebisch, President and Chief Executive Officer of Vigil Neuroscience (current); Peter Harwin, Managing Member, Fairmount Funds; Tomas Kiselak, Managing Member, Fairmount Funds and Michael Henderson, Chief Executive Officer of Apogee Therapeutics.

Concurrent with the acquisition of Spyre, Aeglea entered into a definitive agreement for the sale of Series A non-voting convertible preferred stock (the "Series A preferred stock") in a private placement to a group of institutional accredited investors led by Fairmount Funds Management LLC ("Fairmount Funds"), with participation from Fidelity Management & Research Company, Venrock Healthcare Capital Partners, Commodore Capital, Deep Track Capital, Perceptive Advisors, RTW Investments, Cormorant Asset Management, Driehaus Capital Management, Ecor1 Capital, RA Capital Management, Surveyor Capital (a Citadel company), and Wellington Management Company LLP, as well as additional undisclosed institutional investors. The private placement is expected to result in gross proceeds to Aeglea of approximately $210 million before deducting placement agent and other offering expenses. The proceeds from the private placement are intended to be used to advance Spyre's portfolio of potentially best-in-class IBD products through multiple data milestones and are expected to fund operations into 2026. On a pro forma basis and based upon the number of shares of Aeglea common stock and preferred stock issued in the acquisition and the concurrent financing, stockholders of Aeglea immediately prior to the acquisition will own approximately 5.48% of Aeglea on an as-converted basis immediately after these transactions. The acquisition was approved by the Board of Directors of Aeglea and the Board of Directors and stockholders of Spyre. The closings of the transactions are not subject to the approval of Aeglea stockholders. On an as-converted basis and after accounting for these transactions, the total number of shares of Aeglea common stock will be 1,193,629,561. In connection with the transactions, a non-transferrable contingent value right (a "CVR") will be distributed to Aeglea stockholders of record as of the close of business on July 3, 2023, but will not be distributed to holders of shares of common stock or preferred stock issued to Spyre or the PIPE investors in the transaction. Holders of the CVR will be entitled to receive certain stock and/or cash payments from proceeds received by Aeglea, if any, related to the disposition or monetization of its legacy assets for a period of one year following the closing of the transaction.

Wedbush PacGrow is serving as lead financial advisor and Houlihan Lokey Financial Advisors is serving as financial advisor to the board of directors of Aeglea. Cooley LLP is serving as legal counsel to Aeglea. Jefferies, TD Cowen, Stifel and Guggenheim Securities are serving as the placement agents to Spyre, and Ryan A. Murr of Gibson, Dunn & Crutcher LLP is serving as legal counsel to Spyre.

Aeglea BioTherapeutics, Inc. (NasdaqGM:AGLE) completed the acquisition of Spyre Therapeutics, Inc. on June 22, 2023. The transaction was structured as a stock-for-stock transaction pursuant to which all of Spyre's outstanding equity interests were exchanged based on a fixed exchange ratio of 13.73622 to 1 for consideration from Aeglea of 12,945,385 shares of common stock and 364,887 shares of Series A non-voting convertible preferred stock (convertible on a 1,000 to 1 basis).