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Report of Independent Registered Public Accounting Firm To the Board of Directors of Aeglea BioTherapeutics, Inc. Opinion We have audited the accompanying statement of assets acquired and liabilities assumed from Spyre T

Key Takeaway: Report of Independent Registered Public Accounting Firm To the Board of Directors of Aeglea BioTherapeutics, Inc. We have audited the accompanying statement of assets acquired and liabilities assumed from Spyre Therapeutics, Inc. ( Spyre ) by Aeglea BioTherapeutics, Inc. ( Aeg

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Report of Independent Registered Public Accounting Firm
To the Board of Directors of Aeglea BioTherapeutics, Inc.
We have audited the accompanying
statement of assets acquired and liabilities assumed from Spyre Therapeutics, Inc. ( Spyre ) by Aeglea BioTherapeutics, Inc. ( Aeglea ) as of June 22, 2023, including the related notes (collectively referred to as the
financial statement ).
In our opinion, the accompanying financial statement presents fairly, in all material respects, the assets acquired and
liabilities assumed from Spyre by Aeglea as of June 22, 2023 in accordance with accounting principles generally accepted in the United States of America.
We conducted our audit in
accordance with auditing standards generally accepted in the United States of America (US GAAS). Our responsibilities under those standards are further described in the Auditors Responsibilities for the Audit of the Financial Statement section
of our report. We are required to be independent of Aeglea and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion.
Substantial Doubt about the Company s Ability to Continue as a Going Concern
The accompanying financial statement has been prepared assuming that Aeglea will continue as a going concern. As discussed in Note 1 to the
financial statement, holders of Aeglea Series A Preferred Stock are entitled to require Aeglea to settle their shares of Series A Preferred Stock for cash, and the cash redemption is not in Aeglea s control, and Aeglea has stated that
substantial doubt exists about it s ability to continue as a going concern. Management s evaluation of the events and conditions and management s plans regarding these matters are also described in Note 1. The financial statement does
not include any adjustments that might result from the outcome of the uncertainty. Our opinion is not modified with respect to this matter.
As described in Note 1 to the
accompanying financial statement, the financial statement was prepared in connection with Aeglea s acquisition of Spyre in accordance with a Securities and Exchange Commission (SEC) waiver received by Aeglea, for the purpose of Aeglea complying
with Rule 3-05 of the SEC s Regulation S-X. The financial statement is not intended to be a complete presentation of the financial position, results of
operations, or cash flows of Spyre. Our opinion is not modified with respect to this matter.
Responsibilities of Management for the Financial
Management is responsible for the preparation and fair presentation of the financial statement in accordance with accounting principles
generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of the financial statement that is free from material misstatement, whether
due to fraud or error.
In preparing the financial statement, management is required to evaluate whether there are conditions or events, considered in the
aggregate, that raise substantial doubt about Aeglea s ability to continue as a going concern for one year after the date the financial statement is available to be issued.
Auditors Responsibilities for the Audit of the Financial Statement
Our objectives are to obtain reasonable assurance about whether the financial statement as a whole is free from material misstatement, whether due to fraud or
error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with US GAAS will always
detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or
the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statement.
In performing an audit in accordance with US GAAS, we:
communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.
/s/ PricewaterhouseCoopers LLP
Austin, Texas
October 6, 2023
Aeglea BioTherapeutics, Inc.
Statement of Assets Acquired and Liabilities Assumed
from Spyre Therapeutics, Inc. by Aeglea BioTherapeutics, Inc.
As of June 22,
2023
ASSETS ACQUIRED
Current assets:
Cash and cash equivalents $ 3,035
Total current assets 3,035
Total assets acquired $ 3,035
LIABILITIES ASSUMED
Current liabilities:
Accrued liabilities $ 20,047
Total current liabilities 20,047
Total liabilities assumed 20,047
Net liabilities assumed $ (17,012 )
See accompanying notes to the Statement of Assets Acquired and Liabilities Assumed
from Spyre Therapeutics, Inc. by Aeglea BioTherapeutics, Inc.
Aeglea BioTherapeutics, Inc.
Notes to Statement of Assets Acquired and Liabilities Assumed
from Spyre Therapeutics, Inc. by Aeglea BioTherapeutics, Inc.
1. Description of the Business and Summary of Significant Accounting Policies
On June 22, 2023, Aeglea BioTherapeutics, Inc. ( Aeglea , the Company , and our ) acquired, in accordance
with the terms of the Agreement and Plan of Merger (the Acquisition Agreement ), the assets from Spyre Therapeutics, Inc ( Spyre ), a privately held biotechnology company advancing a pipeline of antibody therapeutics through a
research and development option agreement ( Paragon Agreement ) with Paragon Therapeutics ( Paragon ). Spyre was incorporated on April 28, 2023, for the purpose of holding rights to certain intellectual property being
developed by Paragon.
On September 8, 2023, Aeglea effected a reverse stock split of its Common Stock at a ratio of 1-for-25 (the Reverse Split ). Except as indicated otherwise, all share numbers related to our Common Stock disclosed in this statement have been adjusted on a
post-Reverse Split basis.
The transaction (the Asset Acquisition ) 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 0.5494488 to 1 for consideration from Aeglea of 517,809 shares
of common stock and 364,887 shares of Series A non-voting convertible preferred stock, par value of $0.0001 per share ( Series A Preferred Stock ) (convertible on a 40 to 1 basis) in addition to the
assumption of outstanding and unexercised stock options to purchase 2,734 shares of common stock from the Amended and Restated Spyre 2023 Equity Incentive Plan. The Aeglea common stock and the Aeglea Series A Preferred Stock related to the Asset
Acquisition were issued to the Spyre stockholders on July 7, 2023.
The Company concluded that the arrangement meets the definition
of an asset acquisition rather than a business combination, as substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset, Spyre s option (the Option ) to exclusively license
certain in-process research and development ( IPR&D ). The Company determined that the Option to license IPR&D was a single asset as the Company s strategy relies on developing a
portfolio of combination treatments that simultaneously address different mechanisms of irritable bowel disease. The Company also determined that the pipeline candidates within the portfolio are similar in nature and risk profile. In addition, the
Company did not obtain any substantive processes, assembled workforce, or employees capable of producing outputs in connection with the Asset Acquisition.
The Company determined that the cost to acquire the asset was $113.2 million, which was recorded as acquired IPR&D. The fair value of
the consideration issued consisted of the 364,887 shares of Series A Preferred Stock (14,595,480 shares of common stock on an as-converted basis) and 517,809 shares of common stock, valued at $291.08 per share
and $7.277 per share, respectively.
The Paragon Agreement provided for an annual equity grant of options to purchase 1% of the then
outstanding shares of Spyre s common stock, on a fully diluted basis, on the last business day of each calendar year during the term of the Option, at the fair market value determined by the board of directors of Spyre (the Parapyre
Option Obligation ). In connection with the Asset Acquisition, the Company assumed the rights and obligations of Spyre under the Paragon Agreement, including the Parapyre Option Obligation. As a result, the Parapyre Option Obligation shall
continue and Parapyre shall be entitled to receive the equivalent shares of common stock of the Company on the same terms. For additional information, see Note 3.
The Asset Acquisition costs are shown on the following table (in thousands):
As of June 22,
2023
Consideration transferred in Series A Preferred Stock and common stock $ 109,979
Transaction costs incurred by Aeglea 3,197
Total cost to acquire asset $ 113,176
The Company s allocation of the purchase price to net assets acquired is as follows (in thousands):
As of June 22,
2023
Acquired in-process research and development $ 130,188
Cash acquired 3,035
Accrued liabilities (20,047 )
Total cost to acquire asset $ 113,176
In accordance with ASC 730-10-25-2(c), intangible assets used in research and developmental activities acquired in an asset acquisition should be expensed at the acquisition date if there is no alternative future use in
other R&D projects or otherwise (i.e., if they have no economic value). The Company determined that product candidates pertaining to Spyre had no alternative future use at the time of acquisition and recorded $130.2 million to Acquired In-process Research and Development Expenses as of the date of acquisition. The difference between this amount and the $113.2 million cost to acquire Spyre represents the net liabilities assumed of
Basis of Presentation
As a result of acquiring Spyre, and based on the criteria in Rule 3-05 of the Securities and
Exchange Commission s (the SEC ) Regulation S-X, the Company would ordinarily be required to file certain historical audited financial statements for Spyre and corresponding pro forma financial
information pursuant to Article 11 of Regulation S-X. Further, the historical financial statements could require the inclusion of predecessor entity information, if warranted. However, because the Company
believes that Spyre s full financial statements are not material to the Company s shareholders and would be of limited value to investors, the Company requested relief from the SEC from the requirements under
Rule 3-05 and Article 11 of Regulation S-X to file audited financial statements and pro forma financial information in connection with the acquisition of
Spyre. In response to the waiver request, the SEC provided the Company with a waiver that it could file an audited Statement of Assets Acquired and Liabilities Assumed from Spyre Therapeutics, Inc. on the basis of the allocation of the
Company s purchase price as of the acquisition date of June 22, 2023. Stand-alone full financial statements related to the assets acquired have not been prepared previously. This financial statement is not intended to be a complete
presentation of the financial position, results of operations, or cash flows of Spyre.
The Company determined that it was the acquirer of
Spyre under ASC 805 due to the relative voting rights in the combined entity, the composition of the governing body of the combined entity, and the composition of the senior management of the combined entity remaining relatively the same before and
after the consummation of the transaction. The Company determined that the future conversion of the Series A Preferred Stock, if approved by the Company s voting shareholders, was an independent event based on it being outside of the control of
the Company and therefore substantive. The Company did not succeed to substantially all of Paragon s business nor acquire from Paragon any separately identifiable line of business, the Company concluded that Paragon did not meet the definition
The Company evaluates acquisitions of assets and other similar transactions to assess whether or not the transaction
should be accounted for as a business combination or asset acquisition by first applying a screen test to determine whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of
similar identifiable assets. If so, the transaction is accounted for as an asset acquisition. If not, further determination is required as to whether or not the Company has acquired inputs and processes that have the ability to create outputs, which
would meet the definition of a business. Significant judgment is required in the application of the screen test to determine whether an acquisition is a business combination or an acquisition of assets.
The Company concluded that the arrangement meets the definition of an asset acquisition rather than a business combination, as substantially
all of the fair value of the gross assets acquired is concentrated in a single identifiable asset, Spyre s option to exclusively license IPR&D.
The Company measures and recognizes asset acquisitions that are not deemed to be business combinations based on the cost to acquire the
assets, which includes pre-acquisition direct costs recorded in accrued professional and consulting fees. Goodwill is not recognized in asset acquisitions. When a transaction accounted for as an asset
acquisition includes an IPR&D asset, the IPR&D asset is only capitalized if it has an alternative future use other than in a particular research and development project. Otherwise, the cost allocated to acquire an IPR&D asset with no
alternative future use is charged to expense at the acquisition date.
The Company has not generated any product revenues and has not
achieved profitable operations. There is no assurance that profitable operations will ever be achieved, and, if achieved, could be sustained on a continuing basis. In addition, development activities, clinical and nonclinical testing, and
commercialization of the Company s product candidates will require significant additional financing before a commercial drug can be produced and marketed.
The Company is subject to a number of risks similar to other life science companies, including, but not limited to, risks related to the
successful discovery, development, and commercialization of product candidates, raising additional capital, development of competing drugs and therapies, protection of proprietary technology and market acceptance of the Company s product
Last updated: Oct 10, 2023