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 UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 _________________________________________________________
 FORM 10-K/A
 (Amendment No. 1)
 _______________________________________________________

 x
 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2023

 o
 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from______ to

 Commission file number 001-37722

 _________________________________________________________
 SPYRE THERAPEUTICS, INC.
 (Exact name of Registrant as specified in its charter)
 _________________________________________________________

 Delaware
 46-4312787

 (State or Other Jurisdiction of
 Incorporation or Organization)

 (I.R.S. Employer
 Identification No.)

 221 Crescent Street
 Building 23, Suite 105
 Waltham, MA

 02453

 (Address of Principal Executive Offices)
 (Zip Code)

 Registrant's Telephone Number, including area code: ( 617) 651-5940
 Securities registered pursuant to Section 12(b) of the Exchange Act:

 Title of each class
 Trading Symbol(s)
 Name of each exchange on which registered

 Common Stock, $0.0001 Par Value Per Share
 SYRE

 The Nasdaq Stock Market LLC
 (Nasdaq Global Select Market)

 Securities registered pursuant to Section 12(g) of the Exchange Act: None
 _________________________________________________________
 Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
 Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes o No x
 Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
 Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes x No o
 Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer
 o
 Accelerated filer
 o

 Non-accelerated filer
 x
 Smaller reporting company
 x

 Emerging growth company
 o

 If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
 Indicate by check mark whether the Registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C 7262(b)) by the registered public accounting firm that prepared or issued its audit report. o
 If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the Registrant included in the filing reflect the correction of an error to previously issued financial statements. o
 Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the Registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). o
 Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
 The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant on June 30, 2023 (the last business day of the Registrant's second fiscal quarter), based upon the closing price of $11.2625 of the Registrant's common stock as reported on The Nasdaq Global Market, was approximately $ 26.2 million.
 Indicate the number of shares outstanding of each of the Registrant's classes of common stock, as of the latest practicable date.

 Class
 Outstanding at February 21, 2024

 Common stock, $0.0001 par value per share
 36,150,941 shares

 Auditor Name PricewaterhouseCoopers LLP Auditor Location Austin, TX PCAOB ID# 238

 DOCUMENTS INCORPORATED BY REFERENCE
 Portions of the Registrant's Definitive Proxy Statement ("Proxy Statement") relating to the 2024 Annual Meeting of Stockholders will be filed with the Commission within 120 days after the end of the Registrant's 2023 fiscal year and is incorporated by reference into Part III of this Report.

 EXPLANATORY NOTE

 This Amendment No. 1 on Form 10-K/A (this "Amendment") amends the Annual Report on Form 10-K of Spyre Therapeutics, Inc. (the "Company") for the fiscal year ended December 31, 2023, as filed with the Securities and Exchange Commission on February 29, 2024 (the "Original Filing"). This Amendment is being filed for the sole purposes of amending "Item 15. Exhibits and Financial Statement Schedules" under Part IV of the Original Filing to insert hyperlinks to exhibits that were incorporated by reference to the Original Filing, which hyperlinks were not included in the Original Filing. Except as noted above, this Amendment does not update or modify any disclosures in or reflect any events occurring after the filing of the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing.

 In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), new certifications by the Company's principal executive officers and principal financial officer are filed herewith as exhibits to this Amendment pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. As no financial statements have been included in this Amendment and it does not contain or amend any disclosure with respect to Items 307 or 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted. The Company is not including certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as no financial statements are being filed with this Amendment.

 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 Item 15 has been amended to include hyperlinks for all Exhibits.
 Exhibits

Number
 Incorporate by Reference

 Description of Document
 Form
 File No.
 Date of
Filing
No.
 Filed
Herewith

 2.1
 Agreement and Plan of Merger, dated June 22, 2023, by and among the Company, Aspen Merger Sub I, Inc., Sequoia Merger Sub II, LLC and Spyre Therapeutics, Inc.

 S-1/A

 2.1

 3.1
 Amended and Restated Certificate of Incorporation

 S-1/A

 3.1

 3.2
 Amended and Restated Bylaws

 S-1/A

 3.2

 3.3
 Certificate of Designations of Series A Non-Voting Convertible Preferred Stock

 S-1/A

 3.3

 3.4
 Certificate of Designations of Series B Non-Voting Convertible Preferred Stock

 S-1/A

 3.4

 4.1
 Form of Registration Rights Agreement, by and among the Company and certain purchasers (December 2023 PIPE)

 S-1/A

 4.1

 4.2
 Form of Common Stock Certificate

 S-1/A

 4.2

 4.3
 Securities Purchase Agreement, dated December 7, 2023, by and among Spyre Therapeutics, Inc. and each purchaser identified on Annex A thereto

 S-1/A

 4.3

 4.4
 Form of Registration Rights Agreement, by and among the Company and certain purchasers (June 2023 PIPE)

 S-1/A

 4.4

 4.5*
 Description of the Registrant's securities

 4.6
 Form of Pre-Funded Warrants 2022

 S-1/A

 4.5

 10.1
 Form of Indemnification Agreement

 S-1/A

 10.19

 10.2
 2015 Equity Incentive Plan and forms of award agreements

 S-1/A

 10.7

 10.3
 Spyre Therapeutics, Inc. 2016 Equity Incentive Plan, As Amended and Restated Effective November 21, 2023

 S-1/A

 10.8

 10.4 *
 Spyre Therapeutics, Inc. 2016 Employee Stock Purchase Plan, as amended by the First Amendment on January 31, 2024

Number
 Incorporate by Reference

 Description of Document
 Form
 File No.
 Date of
Filing
No.
 Filed
Herewith

 10.5
 Spyre Therapeutics, Inc. 2018 Equity Inducement Plan and the First Amendment, Second Amendment, Third Amendment and Fourth Amendment thereto

 S-1/A

 10.10

 10.6
 Form of Stock Option Agreement under the Amended and Restated 2018 Equity Inducement Plan

 S-1/A

 10.11

 10.7

 Spyre Therapeutics, Inc. 2023 Equity Incentive Plan

 S-1/A

 10.12

 10.8

 Form of Stock Restriction Agreement

 S-1/A

 10.13

 10.9

 Form of Severance Agreement

 S-1/A

 10.14

 10.10

 Biologics Master Services Agreement, effective June 20, 2022, by and between Paragon Therapeutics, Inc. and WuXi Biologics (Hong Kong) Limited

 S-1/A

 10.1

 10.11

 Cell Line License Agreement, effective June 20, 2022, by and between Paragon Therapeutics, Inc. and WuXi Biologics (Hong Kong) Limited

 S-1/A

 10.2

 10.12
 Novation Agreement, dated September 19, 2023, by and between Paragon Therapeutics, Inc., the Company and WuXi Biologics (Hong Kong) Limited

 S-1/A

 10.3

 10.13

 Amended and Restated Offer Letter, dated November 22, 2023 and as amended on February 1, 2024, by and between the Company and Cameron Turtle

 S-1/A

 10.4

 10.14

 Amended and Restated Antibody Discovery and Option agreement, dated September 29, 2023, by and between Paragon Therapeutics, Inc., Parapyre Holding LLC and Spyre Therapeutics, LLC

 S-1/A

 10.5

 10.15

 Separation and Consulting Agreement and General Release of Claims by and between the Company and Jonathan Alspaugh, dated as of September 22, 2023

 S-1/A

 10.15

 10.16

 Offer Letter, dated August 10, 2023, by and between the Company and Scott Burrows

 S-1/A

 10.16

 10.17
 Asset Purchase Agreement, dated July 27, 2023, by and between the Company and Immedica Pharma AB

 S-1/A

 10.17

 10.18
 Lease Termination Agreement dated August 7, 2023, between the Company and Las Cimas Owner LP

 S-1/A

 10.18

Number
 Incorporate by Reference

 Description of Document
 Form
 File No.
 Date of
Filing
No.
 Filed
Herewith

 10.19 *
 Offer Letter, dated August 18, 2023, by and between the Company and Heidy King-Jones

 10.20*
 Consulting Agreement by and between the Company and Mark McKenna, effective August 1, 2023

 21.1*
 Subsidiaries of the Registrant

 23.1*
 Consent of PricewaterhouseCoopers LLP

 24.1*
 Power of Attorney. Reference is made to the signature page hereto

 31.1
 Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934

 X

 31.2
 Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934

 X

 32.1*
 Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 97.1*
 Spyre Therapeutics, Inc. Compensation Recoupment (Clawback) Policy

 101.INS
 X

 101.SCH
 X

 101.CAL
 X

 101.DEF
 X

 101.LAB
 X

 101.PRE
 X

Number
 Incorporate by Reference

 Description of Document
 Form
 File No.
 Date of
Filing
No.
 Filed
Herewith

 ___________________________________
 Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
 • Indicates management contract or compensatory plan.
 * Previously filed with the Original Filing
 (1)The certifications on Exhibit 32 hereto are deemed not "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that Section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, regardless of any general incorporation language contained in such filing.

 SIGNATURES
 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 Date: March 1, 2024

 SPYRE THERAPEUTICS, INC.

 By:
 /s/ Scott Burrows

 Scott Burrows

 Chief Financial Officer

 (Principal Financial Officer and Principal Accounting Officer)