0001415889-25-004231.txt : 20250214 0001415889-25-004231.hdr.sgml : 20250214 20250214180648 ACCESSION NUMBER: 0001415889-25-004231 CONFORMED SUBMISSION TYPE: SCHEDULE 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20250214 DATE AS OF CHANGE: 20250214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Spyre Therapeutics, Inc. CENTRAL INDEX KEY: 0001636282 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 464312787 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-89456 FILM NUMBER: 25631547 BUSINESS ADDRESS: STREET 1: 221 CRESCENT STREET STREET 2: BUILDING 23, SUITE 105 CITY: WALTHAM STATE: MA ZIP: 02453 BUSINESS PHONE: 6176515940 MAIL ADDRESS: STREET 1: 221 CRESCENT STREET STREET 2: BUILDING 23, SUITE 105 CITY: WALTHAM STATE: MA ZIP: 02453 FORMER COMPANY: FORMER CONFORMED NAME: Aeglea BioTherapeutics, Inc. DATE OF NAME CHANGE: 20150311 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Venrock Healthcare Capital Partners III, L.P. CENTRAL INDEX KEY: 0001738048 ORGANIZATION NAME: IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13G/A BUSINESS ADDRESS: STREET 1: 530 FIFTH AVENUE, 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-444-4100 MAIL ADDRESS: STREET 1: 530 FIFTH AVENUE, 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 SCHEDULE 13G/A 1 primary_doc.xml SCHEDULE 13G/A 0001104659-23-079663 0001738048 XXXXXXXX LIVE 3 Common Stock, par value $0.0001 per share 12/31/2024 0001636282 Spyre Therapeutics, Inc. 00773J202 221 CRESCENT STREET BUILDING 23, SUITE 105 WALTHAM MA 02453 Rule 13d-1(c) Venrock Healthcare Capital Partners III, L.P. a DE 0.00 2685448.00 0.00 2685448.00 2685448.00 4.6 PN VHCP Co-Investment Holdings III, LLC a DE 0.00 2685448.00 0.00 2685448.00 2685448.00 4.6 OO Venrock Healthcare Capital Partners EG, L.P. a DE 0.00 2685448.00 0.00 2685448.00 2685448.00 4.6 PN VHCP Management III, LLC a DE 0.00 2685448.00 0.00 2685448.00 2685448.00 4.6 OO VHCP Management EG, LLC a DE 0.00 2685448.00 0.00 2685448.00 2685448.00 4.6 OO Nimish Shah a X1 0.00 2685448.00 0.00 2685448.00 2685448.00 4.6 IN Bong Y Koh a X1 0.00 2685448.00 0.00 2685448.00 2685448.00 4.6 IN Spyre Therapeutics, Inc. 221 CRESCENT STREET, BUILDING 23, SUITE 105, WALTHAM, MA, 02453. The names of the persons filing this report (collectively, the "Reporting Persons") are: Venrock Healthcare Capital Partners III, L.P. ("VHCP III") VHCP Co-Investment Holdings III, LLC ("VHCP Co-Investment III") Venrock Healthcare Capital Partners EG, L.P. ("VHCP EG") VHCP Management III, LLC ("VHCP Management III") VHCP Management EG, LLC ("VHCP Management EG") Nimish Shah ("Shah") Bong Koh ("Koh") The Reporting Persons are members of a group for the purposes of this Schedule 13G. New York Office: 7 Bryant Park, 23rd Floor New York, NY 10018 Palo Alto Office: 3340 Hillview Avenue Palo Alto, CA 94304 All of the entities were organized in Delaware. Shah and Koh are both United States citizens. Y Row 9 of each Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of shares of securities of the Issuer beneficially owned by such Reporting Person as of December 31, 2024 and is incorporated by reference. The Reporting Persons' ownership of the Issuer's securities consists of (i) 324,917 shares of Common Stock held by VHCP III, (ii) 32,505 shares of Common Stock held by VHCP Co-Investment III, and (iii) 2,328,026 shares of Common Stock held by VHCP EG. VHCP Management III is the general partner of VHCP III and the manager of VHCP Co-Investment III. VHCP Management EG is the general partner of VHCP EG. Messrs. Shah and Koh are the voting members of VHCP Management III and VHCP Management EG. Row 11 of each Reporting Person's cover page to this Schedule 13G sets forth the percentages of the shares of securities of the Issuer beneficially owned by such Reporting Person as of December 31, 2024 and is incorporated by reference. The percentage set forth in Row 11 of each Reporting Person's cover page is based upon the sum of (i) 51,431,220 shares of the Issuer's Common Stock outstanding as of November 1, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q/A filed with the Securities and Exchange Commission (the "SEC") on November 18, 2024, and (ii) 7,250,000 shares of the Issuer's Common Stock issued and sold in a public offering by the Issuer as described in the Issuer's prospectus supplement dated November 18, 2024, filed with the SEC on November 19, 2024. Row 5 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of December 31, 2024 and is incorporated by reference. Row 6 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of December 31, 2024 and is incorporated by reference. Row 7 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of December 31, 2024 and is incorporated by reference. Row 8 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of December 31, 2024 and is incorporated by reference. N Y Y Y Y Y N By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. Exhibit 24.1 Power of Attorney for Nimish Shah (incorporated by reference to Exhibit B to Schedule 13G filed on July 10, 2023) Exhibit 24.2 Power of Attorney for Bong Koh (incorporated by reference to Exhibit C to Schedule 13G filed on July 10, 2023) Exhibit 99.1 Joint Filing Agreement Venrock Healthcare Capital Partners III, L.P. /s/ Sherman G. Souther By VHCP Management III, LLC, its General Partner, By Sherman G. Souther, Authorized Signatory 02/14/2025 VHCP Co-Investment Holdings III, LLC /s/ Sherman G. Souther By VHCP Management III, LLC, its Manager, By Sherman G. Souther, Authorized Signatory 02/14/2025 Venrock Healthcare Capital Partners EG, L.P. /s/ Sherman G. Souther By VHCP Management EG, LLC, its General Partner, By Sherman G. Souther, Authorized Signatory 02/14/2025 VHCP Management III, LLC /s/ Sherman G. Souther By Sherman G. Souther, Authorized Signatory 02/14/2025 VHCP Management EG, LLC /s/ Sherman G. Souther By Sherman G. Souther, Authorized Signatory 02/14/2025 Nimish Shah /s/ Sherman G. Souther By Sherman G. Souther, Attorney-in-fact 02/14/2025 Bong Y Koh /s/ Sherman G. Souther By Sherman G. Souther, Attorney-in-fact 02/14/2025 EX-99.1 2 ex-99-02142025_110249.htm JOINT FILING AGREEMENT ex-99-02142025_110249.htm

EXHIBIT 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of Spyre Therapeutics, Inc. and further agree that this agreement be included as an exhibit to such filing. Each party to the agreement expressly authorizes each other party to file on its behalf any and all amendments to such statement. Each party to this agreement agrees that this joint filing agreement may be signed in counterparts.

In evidence whereof, the undersigned have caused this Agreement to be executed on their behalf this 14th day of February, 2025.

Venrock Healthcare Capital Partners III, L.P.


By:

VHCP Management III, LLC

Its:

General Partner


By:

/s/ Sherman G. Souther

Name: Sherman G. Souther

Its: Authorized Signatory



Venrock Healthcare Capital Partners EG, L.P.


By:

VHCP Management EG, LLC

Its:

General Partner


By:

/s/ Sherman G. Souther

Name: Sherman G. Souther

Its: Authorized Signatory


VHCP Co-Investment Holdings III, LLC


By:

VHCP Management III, LLC

Its:

Manager


By:

/s/ Sherman G. Souther

Name: Sherman G. Souther

Its: Authorized Signatory




VHCP Management III, LLC


By:

/s/ Sherman G. Souther

Name: Sherman G. Souther

Its: Authorized Signatory



VHCP Management EG, LLC


By:

/s/ Sherman G. Souther

Name: Sherman G. Souther

Its: Authorized Signatory


Nimish Shah


/s/ Sherman G. Souther

Sherman G. Souther, Attorney-in-fact



Bong Koh


/s/ Sherman G. Souther

Sherman G. Souther, Attorney-in-fact







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