Spyre Therapeutics, Inc. (SYRE)
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M&A Announcement

Jun 22, 2023

Operator

Good day, and welcome to the Aeglea BioTherapeutics announces acquisition of Spyre Therapeutics conference call. All participants will be in listen-only mode. Should you need assistance, please signal a conference specialist by pressing the star key followed by zero. Please note, today's event is being recorded. I would now like to turn the conference over to Jonathan D. Alspaugh, President and Chief Financial Officer. Please go ahead, sir.

Jonathan D. Alspaugh
President and CFO, Aeglea BioTherapeutics

Thank you, operator, and welcome everyone. We just issued a press release that outlines our acquisition of Spyre Therapeutics. This release is available at aeglea.com under the Investors section. Before we begin, I would like to remind everyone that statements made during this webcast relating to Aeglea's expected future performance, future business prospects, or future events or plans may include forward-looking statements as defined under the Private Securities Litigation Reform Act of 1995. All such forward-looking statements are intended to be subject to the safe harbor protection provided by the Reform Act. Actual outcomes and results could differ materially from those forecasts due to the impact of many factors beyond the control of Aeglea. Aeglea expressly disclaims any duty to provide updates to its forward-looking statements, whether as a result of new information, future events, or otherwise.

Participants are directed to the risk factors set forth in Aeglea's reports filed with the Securities and Exchange Commission. During our call today, I will review the details of our acquisition of Spyre Therapeutics and concurrent private placement financing. Our new Chief Operating Officer, Cameron Turtle, will provide an overview of Spyre Therapeutics and its pipeline of next-generation antibodies for people living with inflammatory bowel disease, or IBD. Moving on to the overview of our completed acquisition of Spyre Therapeutics, I would like to start by describing how this transaction came to be. We announced in April that Aeglea's board of directors had determined that it was in the best interest of the company and its shareholders to conduct a comprehensive review of available strategic alternatives with the focus on maximizing shareholder value.

After a thorough review of our options and a robust process to solicit and engage with potential counterparties in a strategic transaction, the board ultimately determined that an acquisition of Spyre represents the highest potential value creation opportunity for Aeglea shareholders. The acquisition creates a promising path forward as we execute on a new strategy focused on IBD, also while we continue to pursue strategic opportunities for our legacy programs. We'd like to thank our board members, both past and present, alongside our investors, for their commitment and support in advancing Aeglea to this point. In addition to the acquisition, Aeglea also announced a $210 million private placement consisting of the sale of Series A non-voting convertible preferred stock to a group of institutional accredited investors.

The private placement is led by Fairmount Funds and joined by a robust syndicate of dedicated biotechnology investors, including those listed in the press release, as well as additional undisclosed investors. The proceeds from the financing, along with Aeglea's existing cash on hand, capitalize the company with approximately $220 million of cash at closing and will support the advancement of multiple therapeutics into clinical studies with a cash runway into 2026. Our primary emphasis with this financing is to advance our lead programs, SPY001 and SPY002, into clinical studies and build a potentially best-in-class pipeline of inflammatory bowel disease therapies. It is now my pleasure to introduce Dr. Cameron Turtle, who joins Aeglea as Chief Operating Officer and will provide an overview on Spyre Therapeutics. Dr.

Turtle has experience building, financing, and leading biopharma organizations from preclinical development to late-stage clinical trials and commercialization. He was previously a venture partner at Foresite Labs, Chief Strategy Officer of BridgeBio Pharma, Chief Business Officer of Eidos Therapeutics, and he started his career as a consultant at McKinsey & Company, received his B.S. in bioengineering from the University of Washington, and his doctoral degree from the University of Oxford, where he was a Rhodes Scholar. Cameron, over to you.

Cameron Turtle
CEO, Spyre Therapeutics

Thanks, Jonathan, for the kind introduction and your partnership during this process. I'd like to first echo Jonathan's thanks to those listening this morning and to the outstanding investor syndicate supporting the transaction today with the oversubscribed $210 million investment. I'm enthusiastic to be joining Aeglea today with the opportunity to deploy this new capital to develop transformative treatments for patients suffering from IBD. I'll take the opportunity today to briefly introduce Spyre's overall strategy, which involves three critical components. First, we are employing best-in-class antibody engineering to create long-acting therapies that can be self-administered by patients less frequently than existing agents. Second, we plan to test these improved agents as combination therapies that simultaneously address multiple mechanisms of disease pathogenesis, offering the potential to significantly enhance efficacy beyond what standard of care provides today.

We are developing precision medicine approaches that aim to match IBD patients with therapies that are most likely to provide them benefits, and plan to do so across all of our disclosed programs. Before expounding on each of these strategic pillars, I'll provide brief comments on our view of the unmet needs facing IBD patients today. Much of the standard of care for moderate to severe IBD patients are biologic therapies, with some of the most effective agents available in inconvenient formats, including intravenous infusions or frequent injections. Moreover, a minority of patients achieve complete lasting remission from any individual therapy, leading to multiple rounds of symptom exacerbation and the need to cycle through treatments over many years. This disease is predominantly diagnosed in younger adults and continues to cause chronic and debilitating medical needs despite available therapies.

Spyre aims to improve this paradigm by creating novel IBD therapies that simultaneously enhance both convenience and efficacy. To improve convenience, we are developing novel antibodies that incorporate modifications designed to increase their circulating half-life, allowing longer intervals between doses. These half-life extension techniques are well-validated, with multiple clinically proven or approved products utilizing this approach. For each of our lead products, we anticipate this half-life extension strategy to facilitate subcutaneous dosing every quarter or every other month. To improve the efficacy of our therapies, we plan to develop and test combination products that simultaneously address multiple mechanisms of disease. This approach was recently validated in IBD in the VEGA study, where agents targeting IL-23 and TNF-α were combined and produced remarkable remission rates when compared to either single agent alone.

We are excited to build upon this proof of concept by testing novel combinations of agents targeting pathways that have been clinically validated as some of the safest and most efficacious in IBD, with a goal of maximizing efficacy while minimizing the risk associated with broad immunosuppression. Finally, we intend to develop precision patient selection approaches for each of our therapies to maximize the probability that a patient responds to therapy. Genetic and biomarker-based patient selection approaches have recently been demonstrated to improve responses to certain targets in IBD patients, and we seek to extend this validation to additional mechanisms of action. We believe that combining all three approaches within Spyre is the key to developing novel therapies that meaningfully improve this standard of care. This overall strategy underlies our pipeline of four novel antibody therapies, which we are progressing in parallel.

Our two lead programs, SPY001 and SPY002, are both expected to enter clinical trials next year. These programs target α4β7 and TL1A, respectively, two targets with substantial clinical validation in IBD. We anticipate initial clinical data from SPY001 by the end of 2024 and from SPY002 shortly thereafter. For SPY001, we are aiming to build on the success of vedolizumab, a leading product in IBD, generating approximately $5.4 billion in annual sales. Vedolizumab's exceptional safety and efficacy profile is attributed to its unique mechanism of action of selectively antagonizing the α4β7 integrin and blocking the transport of immune cells into the gastrointestinal tract.

This approach does not broadly suppress the immune system, reducing the risk of infection and cancers observed with other drug classes used in IBD. We designed SPY001 to match the potency and selectivity of vedolizumab, but have incorporated a half -life extending modification that enhanced the half-life of SPY001 by approximately 70% compared to vedolizumab in preclinical pharmacokinetic studies. We have also formulated SPY001 in a high concentration, citrate-free formulation that we anticipate will allow subcutaneous dosing quarterly or every other month, which compares favorably to vedolizumab's expected every other week subcutaneous dosing profile. We further believe that the high dose subcutaneous format of SPY001, with its extended half-life, could improve the rate of clinical remission during the induction setting by increasing exposure levels to the drug.

Separately, we are pursuing a novel patient selection approach for this target that may more accurately identify patients likely to respond to treatment and further enhance efficacy. With SPY002, we aim to leverage the recent clinical validation of TL1A as a transformative target in IBD patients, including outstanding maintenance data reported just this morning from a first-generation product, by advancing a novel, optimized, and half-life extended anti-TL1A antibody. We pursued a diverse discovery campaign over the last two years to develop potentially best-in-class TL1A-targeting antibodies and anticipate selecting our development candidate in the upcoming quarter. Our lead molecules block both TL1A trimers and monomers at picomolar potency, can spare the TL1A decoy receptor, and incorporate half-life extending modifications, which we expect to facilitate quarterly or every other month subcutaneous dosing.

Both SPY001 and SPY002 are expected to enter clinical trials in 2024, with preliminary proof-of-concept data evaluating safety and pharmacokinetics for SPY001 expected by the end of 2024. Following first-in-human studies, we intend to evaluate our lead programs as both monotherapy and in combination regimens in our phase 2 studies in IBD patients. In these studies, we also plan to examine precision immunology approaches to determine whether subsets of the IBD population are more responsive to each mechanism of action. We believe that our development strategy holds the possibility to create meaningfully improved medicines that enhance both convenience and efficacy for patients suffering chronically from IBD. With that brief introduction to Spyre's strategy and portfolio, I'll now turn the call back over to Jonathan to provide more details on the structure of the acquisition and the concurrent financing.

Jonathan, back to you.

Jonathan D. Alspaugh
President and CFO, Aeglea BioTherapeutics

Thanks, Cameron. The acquisition of Spyre was structured as a stock-for-stock transaction, whereby all of Spyre's outstanding equity interests were exchanged for a combination of shares of Aeglea common stock and shares of a new non-voting Series A convertible preferred stock. Concurrent with the acquisition of Spyre, Aeglea entered into a definitive agreement for the sale of Series A non-voting convertible preferred stock in a private placement through a group of institutional accredited investors led by Fairmount Funds and joined by a syndicate of dedicated biotechnologies, biotechnology investors, as listed in the press release, 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 operating expenses.

Private placement investors will be issued shares of Series A preferred stock at a price of $291.08 per share, or about $0.29 per share on an as converted to common basis. Subject to stockholder approval, each share of Series A preferred stock will convert into 1,000 shares of common stock, subject to certain beneficial ownership limitations set by each holder. As a result of the acquisition, stockholders of Aeglea, just prior to closing, will own about 20% of the pro forma company, and additionally, giving effect to the concurrent financing, those stockholders would own 7.9% of the outstanding equity capital of Aeglea. Following both the acquisition and financing, there are approximately 1.2 billion shares outstanding on an as-converted basis.

This implies a market capitalization of approximately $350 million at the transaction price. Aeglea has pro forma cash on hand of approximately $220 million, expected to fund operations into 2026. In connection with the transactions, a non-transferable contingent value right, a CVR, will be distributed to Aeglea stockholders of record as of the record date and prior to the issuance of any shares to former Spyre security holders. Holders of the CVR will be entitled to receive certain payments from proceeds received by Aeglea, if any, related to the disposition or monetization of legacy assets for a period of 1 year following the closing of the acquisition.

With these details covered, I'd like to thank you again for joining us this morning to learn more about the exciting developments at Aeglea with the acquisition of Spyre Therapeutics and the vision of advancing new treatments for patients with IBD. We are enthusiastic about the future potential for Spyre's programs to impact patient lives and create shareholder value. We believe the financing announced today will provide sufficient capital support to the company through numerous catalysts, including initial clinical data from the lead SPY001 program. We also look forward to providing additional updates as these programs and the company progress in the coming months. Details on our vision and programs are available in an updated slide presentation that is now online in the Investors section of our website.

We will not be taking any questions today. Look forward to engaging with investors and fielding questions once we've integrated Aeglea and Spyre. I will now turn the call over to the operator.

Operator

Thank you, ladies and gentlemen. This concludes today's conference call. We thank you all for attending today's presentation. You may now disconnect your lines, and have a wonderful day.

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