Initial Registration Statement for Employee Benefit Plan Form S 8

As filed with the Securities and Exchange Commission on August 5, 2024

Registration No. 333-   

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SPERO THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware		46-4590683
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
675 Massachusetts Avenue, 14th Floor Cambridge, Massachusetts		02139
(Address of Principal Executive Offices)		(Zip Code)

SPERO THERAPEUTICS, INC. 2017 STOCK INCENTIVE PLAN, AS AMENDED

(Full title of the plan)

Satyavrat Shukla, President and Chief Executive Officer

Spero Therapeutics, Inc.

675 Massachusetts Avenue, 14th Floor

Cambridge, Massachusetts 02139

(Name and address of agent of service)

(857) 242-1600

(Telephone number, including area code, of agent for service)

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		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☒
		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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

This registration statement registers an aggregate of 3,000,000 additional shares of common stock of Spero Therapeutics, Inc. (the "Registrant") reserved under the Spero Therapeutics, Inc. 2017 Stock Incentive Plan, as amended (the "2017 Plan"), representing an increase of 3,000,000 shares reserved under the 2017 Plan effective May 29, 2024. This registration statement registers additional securities of the same class as other securities for which a registration statement filed on Form S-8 (File No. 333-222060) relating to an employee benefit plan is effective. The information contained in the Registrant's registration statement on Form S-8 filed with the Securities and Exchange Commission on December 14, 2017 (File No. 333-222060) is hereby incorporated by reference pursuant to General Instruction E of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

Exhibit Number		Exhibit Description		Filed Herewith		Incorporated by Reference herein from Form or Schedule		Filing Date		SEC File/ Reg. Number
4.1		Form of Common Stock Certificate of Registrant.			Form S-1 (Exhibit 4.1)		10/6/2017		333-220858
4.2		Amended and Restated Certificate of Incorporation of the Registrant.			Form 8-K (Exhibit 3.1)		11/6/2017		001-38266
4.3		Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant.			Form 8-K (Exhibit 3.1)		8/18/2021		001-38266
4.4		Amended and Restated Bylaws of the Registrant.			Form 10-Q (Exhibit 3.1)		11/13/2023		001-38266
4.5		2017 Stock Incentive Plan, as amended.			Form 8-K (Exhibit 10.1)		6/3/2024		001-38266
4.6		Form of Stock Option Agreement under the 2017 Stock Incentive Plan, as amended.			Form S-8 (Exhibit 4.6)		9/20/2021		333-259662
4.7		Form of Restricted Stock Unit Agreement under the 2017 Stock Incentive Plan, as amended.			Form 8-K (Exhibit 10.1)		8/30/2021		001-38266
5.1		Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.		X
23.1		Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.		X
23.2		Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in opinion of counsel filed Exhibit 5.1).		X
24.1		Power of Attorney to file future amendments (set forth on the signature page of this Registration Statement.		X
107		Filing Fee Table.		X

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, Commonwealth of Massachusetts, on August 5, 2024.

Each person whose signature appears below constitutes and appoints Satyavrat Shukla and Esther Rajavelu, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them singly, for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 of Spero Therapeutics, Inc., and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting to the attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that the attorneys-in-fact and agents or any of each of them or their substitute may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Satyavrat Shukla		President, Chief Executive Officer and Director		August 5, 2024
Satyavrat Shukla		(Principal Executive Officer)
/s/ Esther Rajavelu		Chief Financial Officer, Chief Business Officer and Treasurer		August 5, 2024
Esther Rajavelu		(Principal Financial Officer and Principal Accounting Officer)
/s/ Ankit Mahadevia, M.D.		Chairman		August 5, 2024
Ankit Mahadevia, M.D.
/s/ Milind Deshpande, Ph.D.		Director		August 5, 2024
Milind Deshpande, Ph.D.
/s/ Scott Jackson		Director		August 5, 2024
Scott Jackson
/s/ John C. Pottage, M.D.		Director		August 5, 2024
John C. Pottage, M.D.
/s/ Cynthia Smith		Director		August 5, 2024
Cynthia Smith
/s/ Frank E. Thomas Frank E. Thomas		Director		August 5, 2024
/s/ Kathleen Tregoning		Director		August 5, 2024
Kathleen Tregoning
/s/ Patrick Vink, M.D.		Director		August 5, 2024
Patrick Vink, M.D.