Correspondence 0001193125-24-067912 from Spyre Therapeutics, Inc. (SYRE)
Spyre Therapeutics, Inc.
Date: March 14, 2024 · CIK: 0001636282 · Accession: 0001193125-24-067912
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-273769, 333-276251
Referenced dates: March 8, 2024
Letter
Gibson, Dunn & Crutcher LLP
One Embarcadero Center, Suite 2600
San Francisco, CA 94111-3715
Tel 415.393.8200
gibsondunn.com
March 14, 2024
EDGAR CORRESPONDENCE
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Life Sciences
100 F Street, N.E.
Washington, D.C. 20549
Attn: Lauren Hamill and Jason Drory
Re: Spyre Therapeutics, Inc.
Amendment No. 2 to Registration Statement on Form S-1 filed on March 1, 2024 (File No. 333-276251) and Post-Effective Amendment No. 1 to Registration Statement on Form S-1 filed on March 5, 2024 (File No. 333-273769)
Ladies and Gentlemen:
On behalf of Spyre Therapeutics, Inc. (the “Company” or “Spyre”), this letter responds to the written comment of the staff of the U.S. Securities and Exchange Commission – Division of Corporation Finance (the “Staff”) contained in your letter, dated March 8, 2024 (the “Comment Letter”), and an oral comment provided to the Company’s outside counsel on March 8, 2024 regarding the above-referenced Registration Statement on Form S-1 (File No. 333-273769) (the “Pre-effective Registration Statement”) and Registration Statement on Form S-1 (File No. 333-276251) (the “Effective Registration Statement”). The Staff’s comments are set forth below, followed by the Company’s responses. For ease of reference, the headings and numbered paragraphs below correspond to the Staff’s written comment, followed by the oral comment. The Company’s responses are set forth in ordinary type below the Staff’s comments, which are set forth in bold type. References are made to the Company’s Pre-effective Amendment No. 3 to the Pre-effective Registration Statement (the “Pre-effective Amendment”) and the Post-effective Amendment No. 2 to the Effective Registration Statement (the “Post-effective Amendment”), each filed on March 14, 2024.
Amendment No. 2 to Registration Statement on Form S-1 filed March 1, 2024
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Comparison of the Years Ended December 31, 2023 and 2022, page 58
Abu Dhabi • Beijing • Brussels • Century City • Dallas • Denver • Dubai • Frankfurt • Hong Kong • Houston • London • Los Angeles
Munich • New York • Orange County • Palo Alto • Paris • Riyadh • San Francisco • Singapore • Washington, D.C.
U.S. Securities and Exchange Commission
March 14, 2024
1. Please include an explanation for the increase in Other expense, net.
In response to the Staff’s comment, the Company has revised its disclosure on page 59 of the Pre-effective Amendment and on page 59 of the Post-effective Amendment, in each case, to provide an explanation for the increase in Other expense, net.
2. Please include the material terms that are anticipated to be reflected in the SPY001 License Agreement and the SPY002 License Agreement, which are expected to be entered into between the Company and Paragon Therapeutics, Inc. but which have not been entered into as of the date hereof.
In response to the Staff’s comment, the Company has revised its disclosure on pages 65 and 66 of the Pre-effective Amendment and on pages 65 and 66 of the Post-effective Amendment, in each case, to provide the material terms that are anticipated to be reflected in the SPY001 License Agreement and the SPY002 License Agreement, which are expected to be entered into between the Company and Paragon Therapeutics, Inc. but which have not been entered into as of the date hereof.
***
Thank you for your consideration of this response. If you have any questions regarding the response set forth above, please do not hesitate to call me at (415) 393-8373 or Branden C. Berns at (415) 393-4631.
Sincerely,
/s/ Ryan A. Murr
Show Raw Text
CORRESP 1 filename1.htm CORRESP Gibson, Dunn & Crutcher LLP One Embarcadero Center, Suite 2600 San Francisco, CA 94111-3715 Tel 415.393.8200 gibsondunn.com March 14, 2024 EDGAR CORRESPONDENCE U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attn: Lauren Hamill and Jason Drory Re: Spyre Therapeutics, Inc. Amendment No. 2 to Registration Statement on Form S-1 filed on March 1, 2024 (File No. 333-276251) and Post-Effective Amendment No. 1 to Registration Statement on Form S-1 filed on March 5, 2024 (File No. 333-273769) Ladies and Gentlemen: On behalf of Spyre Therapeutics, Inc. (the “Company” or “Spyre”), this letter responds to the written comment of the staff of the U.S. Securities and Exchange Commission – Division of Corporation Finance (the “Staff”) contained in your letter, dated March 8, 2024 (the “Comment Letter”), and an oral comment provided to the Company’s outside counsel on March 8, 2024 regarding the above-referenced Registration Statement on Form S-1 (File No. 333-273769) (the “Pre-effective Registration Statement”) and Registration Statement on Form S-1 (File No. 333-276251) (the “Effective Registration Statement”). The Staff’s comments are set forth below, followed by the Company’s responses. For ease of reference, the headings and numbered paragraphs below correspond to the Staff’s written comment, followed by the oral comment. The Company’s responses are set forth in ordinary type below the Staff’s comments, which are set forth in bold type. References are made to the Company’s Pre-effective Amendment No. 3 to the Pre-effective Registration Statement (the “Pre-effective Amendment”) and the Post-effective Amendment No. 2 to the Effective Registration Statement (the “Post-effective Amendment”), each filed on March 14, 2024. Amendment No. 2 to Registration Statement on Form S-1 filed March 1, 2024 Management’s Discussion and Analysis of Financial Condition and Results of Operations Results of Operations Comparison of the Years Ended December 31, 2023 and 2022, page 58 Abu Dhabi • Beijing • Brussels • Century City • Dallas • Denver • Dubai • Frankfurt • Hong Kong • Houston • London • Los Angeles Munich • New York • Orange County • Palo Alto • Paris • Riyadh • San Francisco • Singapore • Washington, D.C. U.S. Securities and Exchange Commission March 14, 2024 1. Please include an explanation for the increase in Other expense, net. In response to the Staff’s comment, the Company has revised its disclosure on page 59 of the Pre-effective Amendment and on page 59 of the Post-effective Amendment, in each case, to provide an explanation for the increase in Other expense, net. 2. Please include the material terms that are anticipated to be reflected in the SPY001 License Agreement and the SPY002 License Agreement, which are expected to be entered into between the Company and Paragon Therapeutics, Inc. but which have not been entered into as of the date hereof. In response to the Staff’s comment, the Company has revised its disclosure on pages 65 and 66 of the Pre-effective Amendment and on pages 65 and 66 of the Post-effective Amendment, in each case, to provide the material terms that are anticipated to be reflected in the SPY001 License Agreement and the SPY002 License Agreement, which are expected to be entered into between the Company and Paragon Therapeutics, Inc. but which have not been entered into as of the date hereof. *** Thank you for your consideration of this response. If you have any questions regarding the response set forth above, please do not hesitate to call me at (415) 393-8373 or Branden C. Berns at (415) 393-4631. Sincerely, /s/ Ryan A. Murr Ryan A. Murr cc: Branden C. Berns, Gibson, Dunn & Crutcher LLP Melanie Neary, Gibson, Dunn & Crutcher LLP Dr. Cameron Turtle, Spyre Therapeutics, Inc. Scott Burrows, Spyre Therapeutics, Inc. Heidy King-Jones, Spyre Therapeutics, Inc. 2