--12-31 0001701108 0001701108 2023-10-05 2023-10-05

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K/A

(Amendment No. 1)

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 5, 2023

 

 

SPERO THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-38266   46-4590683

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

675 Massachusetts Avenue, 14th Floor

Cambridge, Massachusetts

   02140
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (857) 242-1600

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Title of each class

  

Trading
Symbol(s)

  

Name of each exchange

on which registered

Common Stock, $0.001 par value   SPRO   The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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. ☐

 

 

 

Explanatory Note

Spero Therapeutics, Inc. (the “Company”) is filing this Amendment No. 1 to Current Report on Form 8-K/A (this “Amendment”) to amend the Current Report on Form 8-K, originally filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on October 10, 2023 (the “Original Report”). The Original Report was filed, among other things, to disclose (i) the voting results of the Company’s Annual Meeting of Stockholders held on October 5, 2023 (the “Annual Meeting”) and (ii) the filing on October 6, 2023 of a certificate of amendment (the “Charter Amendment”) to the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Charter”), with the Secretary of State of the State of Delaware (the “Delaware Secretary”) to reflect new Delaware law provisions regarding officer exculpation and to add a federal forum selection clause.

This Amendment amends the Original Report solely to correct the disclosure regarding the previously reported voting results with respect to the Charter Amendment Proposals (as defined below) and to disclose that the Company has filed a Certificate of Correction (the “Certificate of Correction”) with the Delaware Secretary to undo the Charter Amendment.

 
Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 16, 2023, the Company filed the Certificate of Correction with the Delaware Secretary to undo the Charter Amendment. As described below, due to a tabulation error, the requisite votes at the Annual Meeting were not in fact obtained to approve the Charter Amendment, so the Company is reversing those changes. As a result of such filing of the Certificate of Correction, the Charter remains unchanged from the Charter in effect prior to October 6, 2023.

 

Item 5.07

Submission of Matters to a Vote of Stockholders.

At the Annual Meeting, the Company’s stockholders voted on, among other matters, proposals to amend the Charter to reflect new Delaware law provisions regarding officer exculpation and to add a federal forum selection clause (such proposals, the “Charter Amendment Proposals”). The Original Report disclosed correctly the votes received with respect to the matters submitted to a vote by the Company’s stockholders at the Annual Meeting. The Charter Amendment Proposals did not receive the necessary stockholder votes and were not approved.

 

Item 9.01

Financial Statements and Exhibits.

The description of the Certificate of Correction set forth in Item 5.03 above does not purport to be complete and is qualified in its entirety by reference to the Certificate of Correction, a copy of which is included as Exhibit 3.1 to this Amendment and incorporated by reference herein.

(d) Exhibits

 

Exhibit

Number

   

Description

3.1    Certificate of Correction to Amended and Restated Certificate of Incorporation, as amended, as filed with the Delaware Secretary on October 16, 2023.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: October 16, 2023     SPERO THERAPEUTICS, INC.
    By:  

/s/ Tamara Joseph

      Tamara Joseph
      Chief Legal Officer

 

3

Exhibit 3.1

CERTIFICATE OF CORRECTION OF

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED OF

SPERO THERAPEUTICS, INC.

Spero Therapeutics, Inc., a Delaware corporation (the “Corporation”), pursuant to Section 103(f) of the Delaware General Corporation Law (“DGCL”), hereby certifies that:

 

  FIRST:    The name of the Corporation is Spero Therapeutics, Inc.
  SECOND:    That a Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Corporation, as amended (the “Certificate”), was filed with the Office of the Secretary of State of the State of Delaware (the “State Office”) on October 6, 2023 and that said Certificate requires correction as permitted by Section 103 of the DGCL.
  THIRD:    The inaccuracy or defect of said Certificate to be corrected is as follows: the Certificate should not have been filed with the State Office due to the fact that such Certificate was not properly authorized by the stockholders of the Corporation.
  FOURTH:    The Certificate is deemed null and void and shall be of no further force and effect.

In witness whereof, the undersigned has caused this Certificate of Correction to be signed by its duly authorized officer this 16th day of October 2023.

 

SPERO THERAPEUTICS, INC.

By:

  

/s/ Tamara Joseph

 

Tamara Joseph

 

Secretary

v3.23.3
Document and Entity Information
Oct. 05, 2023
Cover [Abstract]  
Document Type 8-K/A
Amendment Flag true
Document Period End Date Oct. 05, 2023
Entity Registrant Name SPERO THERAPEUTICS, INC.
Entity Incorporation State Country Code DE
Entity File Number 001-38266
Entity Tax Identification Number 46-4590683
Entity Address Address Line 1 675 Massachusetts Avenue, 14th Floor
Entity Address City Or Town Cambridge
Entity Address State Or Province MA
Entity Address Postal Zip Code 02140
City Area Code 857
Local Phone Number 242-1600
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common Stock, $0.001 par value
Trading Symbol SPRO
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Amendment Description Spero Therapeutics, Inc. (the “Company”) is filing this Amendment No. 1 to Current Report on Form 8-K/A (this “Amendment”) to amend the Current Report on Form 8-K, originally filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on October 10, 2023 (the “Original Report”). The Original Report was filed, among other things, to disclose (i) the voting results of the Company’s Annual Meeting of Stockholders held on October 5, 2023 (the “Annual Meeting”) and (ii) the filing on October 6, 2023 of a certificate of amendment (the “Charter Amendment”) to the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Charter”), with the Secretary of State of the State of Delaware (the “Delaware Secretary”) to reflect new Delaware law provisions regarding officer exculpation and to add a federal forum selection clause.This Amendment amends the Original Report solely to correct the disclosure regarding the previously reported voting results with respect to the Charter Amendment Proposals (as defined below) and to disclose that the Company has filed a Certificate of Correction (the “Certificate of Correction”) with the Delaware Secretary to undo the Charter Amendment. 
Current Fiscal Year End Date --12-31
Entity Central Index Key 0001701108
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