Spyre Therapeutics Inc美股招股说明书(2025-10-14版)

We are offeringshares of our common stock, par value $0.0001 per share (“common stock”), and, in lieu of shares ofour common stock to certain investors,pre-fundedwarrants to purchase shares of our common stock. The purchase price of eachpre-fundedwarrant will equal the price per share at which shares of our common stock are being sold to the public in thisoffering, minus $0.0001, the exercise price of eachpre-fundedwarrant. The public offering price for each share of commonstock is $. We are also offering the shares of our common stock that are issuable from time to time upon exercise ofthepre-fundedwarrants. Our common stock is traded on the Nasdaq Global Select Market under the symbol “SYRE.” On October10, 2025, the lastreported sale price per share of our common stock was $19.14. There is no established public trading market for thepre-fundedwarrants, and we do not expect a market to develop. In addition, we do not intend to apply for a listing of thepre-fundedwarrants on any national securities exchange. The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectussupplement and the accompanying prospectus do not constitute an offer to sell these securities, and we are not soliciting offers to buythese securities in any jurisdiction where the offer or sale is not permitted.We have granted the underwriters an option to purchase up to an additionalshares of our common stock from us, at thepublic offering price, less underwriting discounts and commissions, within 30 days of the date of this prospectus supplement. Investing in our securities involves a high degree of risk. You should carefully consider the risks anduncertainties described under the heading “Risk Factors” on page S-6 of this prospectus supplementand in the accompanying prospectus, as well as those contained in the other documents that areincorporated by reference. You should carefully read this entire prospectus supplement and theaccompanying prospectus, including any information incorporated by reference, before decidingwhether to purchase shares of our common stock orpre-fundedwarrants. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapprovedof these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanyingprospectus. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares of common stock andpre-fundedwarrants on or about, 2025. Joint Book-Running Managers Table of Contents Table of ContentsProspectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTCAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTSPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSUSE OF PROCEEDSCAPITALIZATIONDILUTIONCERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONSDESCRIPTION OF PRE-FUNDED WARRANTSUNDERWRITINGEXPERTSLEGAL MATTERSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE ABOUT THIS PROSPECTUSCAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTSTHE COMPANYRISK FACTORSUSE OF PROCEEDSSECURITIES WE MAY OFFERDESCRIPTION OF SECURITIES Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus form part of a registration statement on FormS-3(FileNo.333-285341)that wefiled with the U.S. Securities and Exchange Commission (the “SEC”) on February27, 2025, utilizing a “shelf” registration process, and which becameeffective on March7, 2025. Under this shelf registration process, we may, from time to time, sell common stock and other securities, including in thisoffering. This document contains two parts. The first part consists of this prospectus supplement, which provides you with specific information aboutthis offering. The second part consists of the accompanying prospectus, which provides more general information, some of which may not apply to thisoffering. Generally, when we refer only to the “prospectus,” we are referring to both parts combined. This prospectus supplement may add, update orchange information contained in the accompanying prospectus. To the extent that any statement we make in this prospectus supplement is inconsistentwith statements made in the accompanying prospectus, or any documents incorporated by reference, the statements made in this prospectus supplementwill be deemed to modify or supersede those made in the accompanying prospectus, including the documents incorporated by reference therein.Information in any document we subsequently file that is incorporated by reference shall modify or supersede the information in this prospectussupplement, the accompanying prospectus and documents incorporated by reference prior to such subsequent filing. It is important for you to read andconsider all information contained in this prospectus supplement and the accompanying prospectus, including the documents we have referred you to inthe section