Exhibit 99.1
FORM OF INSTRUCTIONS AS TO USE OF
SPERO THERAPEUTICS, INC.
SUBSCRIPTION RIGHTS CERTIFICATES
CONSULT THE INFORMATION AGENT, YOUR BANK OR YOUR BROKER AS TO ANY QUESTIONS
The following instructions relate to a rights offering (the “Rights Offering”) by Spero Therapeutics, Inc., a Delaware corporation (the “Company”), to the holders of record (the “Recordholders”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), Series A convertible preferred stock, par value $0.001 per share (the “Series A Preferred Stock”), and Series B convertible preferred stock, par value $0.001 per share (the “Series B Preferred Stock”), as described in the prospectus supplement (and the accompanying prospectus) dated February 11, 2020 (the “Prospectus”).
In the Rights Offering, Recordholders as of 5:00 p.m., New York time, on February 10, 2020 (the “Record Date”), are receiving, at no charge, non-transferable subscription rights (the “Rights”) to subscribe for and purchase up to an aggregate of 3,333,333 shares of Common Stock and up to an aggregate of 3,333 shares ofnon-voting Series C convertible preferred stock, par value $0.001 per share (the “Series C Preferred Stock”) (collectively, the “Rights Offering Shares”), pursuant to the Subscription Right (as defined below).
The Rights are evidenced by non-transferable Rights certificates (the “Rights Certificates”). The number of Rights to which you are entitled is printed on the face of your Rights Certificate.
The Rights will expire if not exercised prior to 5:00 p.m., New York time, on March 2, 2020, unless extended by the Company (the “Expiration Time”).
Each Recordholder will receive 0.152 Rights for each share of Common Stock, Series A Preferred Stock and Series B Preferred Stock owned of record by such Recordholder as of 5:00 p.m., New York time, on the Record Date. The total number of Rights issued to each Recordholder will be rounded down to the nearest whole number. Each whole Right allows the holder thereof to subscribe for one share of Common Stock at the cash price of $9.00 per share (the “Subscription Price”) (or an equivalent number of shares of Series C Preferred Stock on the terms described in the Prospectus) (the “Subscription Right”). Any holder that, following such exercise of such holder’s Subscription Right, would be or become a holder of greater than 9.99% of the outstanding number of shares of the Common Stock may elect to instead purchase non-voting Series C Preferred Stock at a purchase price of $9,000 per share (ratably adjusted for fractional shares), and any such holder so electing would have a right to purchase one one-thousandth of a share of Series C Preferred Stock for each share of Common Stock it had a right to purchase in the Rights Offering.
Each holder of Rights will be required to submit payment in full to the Subscription Agent for all the Rights Offering Shares such holder of Rights wishes to buy pursuant to the exercise of its Subscription Right, which payment must be received by the Subscription Agent (and which payment must clear) prior to the Expiration Time.
The Company will not be required to issue Rights Offering Shares to you if the Subscription Agent does not receive your subscription payment (whether delivered directly if you are a Recordholder or indirectly through your broker, dealer, custodian bank or other nominee if you are a beneficial owner but not a Recordholder) prior to the Expiration Time, regardless of when you send the subscription payment and related documents. The Company may extend the Expiration Time by giving oral or written notice to the Subscription Agent prior to the Expiration Time. If the Company elects to extend the Expiration Time, it will issue a press release announcing such extension.
YOUR RIGHTS CERTIFICATE AND SUBSCRIPTION PRICE PAYMENT FOR EACH RIGHT THAT IS EXERCISED PURSUANT TO THE SUBSCRIPTION RIGHT, INCLUDING FINAL CLEARANCE OF ANY CHECKS, MUST BE RECEIVED BY THE SUBSCRIPTION AGENT, PRIOR TO THE EXPIRATION TIME.