Item 8.01. Other Events.

Certain Litigation Relating to the Transaction





As previously disclosed, on May 24, 2021, Strongbridge Biopharma plc
("Strongbridge") entered into a Transaction Agreement (the "Transaction
Agreement") with Xeris Pharmaceuticals, Inc. ("Xeris"), Xeris Biopharma
Holdings, Inc. ("HoldCo") and Wells MergerSub, Inc. ("MergerSub"), pursuant to
which HoldCo will acquire Strongbridge by means of a scheme of arrangement under
Irish law (the "Acquisition") and MergerSub will merge with and into Xeris, with
Xeris as the surviving corporation in the merger (the "Merger," and the Merger
together with the Acquisition, the "Transaction"), as a result of which
Strongbridge and Xeris will become wholly owned subsidiaries of HoldCo.



As of August 30, 2021, eight complaints have been filed by purported
Strongbridge shareholders against Strongbridge and the members of its board of
directors in connection with the Transaction. Michael Yassay v. Strongbridge
Biopharma plc, et al., No. 1:21-cv-06802 was filed in the United States District
Court for the Southern District of New York. Jeremy Roberson v. Strongbridge
Biopharma plc, et al., No. 2:21-cv-03565 was filed in the United States District
Court for the Eastern District of Pennsylvania. Cory Hanley v. Strongbridge
Biopharma plc, et al., No. 1:21-cv-04757 was filed in the United States District
Court for the Eastern District of New York. Jerome Anderson v. Strongbridge
Biopharma plc, et al., No 1:21-cv-07217 was filed in the United States District
Court for the Southern District of New York. John Jones v. Strongbridge
Biopharma plc, et al., No. 1:21-cv-07233 was filed in the United States District
Court for the Southern District of New York. Lewis D. Baker v. Strongbridge
Biopharma plc, et al., No. 2:32-cv-03842 was filed in the United States District
Court for the Eastern District of Pennsylvania. Matthew Whitfield v.
Strongbridge Biopharma plc, et al., No. 1:21-cv-07242 was filed in the United
States District Court for the Southern District of New York. John Ryan v.
Strongbridge Biopharma plc, et al., No. 1:21-cv-07256 was filed in the United
States District Court for the Southern District of New York. The eight
complaints allege that the Definitive Proxy Statement on Schedule 14A filed by
Strongbridge on July 29, 2021 (the "Joint Proxy Statement/Prospectus") contains
materially incomplete and misleading information in violation of the Securities
Exchange Act of 1934 and the rules promulgated thereunder. Each of the eight
complaints seeks, among other things, an order enjoining the Transaction and an
award of attorneys' fees and other costs.



The defendants believe that these complaints are without merit, and that no
further disclosure is required under applicable law. Nonetheless, to
specifically moot plaintiffs' claims, to avoid the risk of the litigation
delaying or adversely affecting the Transaction and to minimize the expense of
defending the actions, Strongbridge is making supplemental disclosures (the
"Supplemental Disclosures") related to the Transaction, as set forth herein.
Nothing in this Current Report on Form 8-K shall be deemed an admission of the
legal necessity or materiality under applicable laws of any of the Supplemental
Disclosures.



Supplemental Disclosures




This supplemental information should be read in conjunction with the Joint Proxy
Statement/Prospectus filed by Strongbridge, which is available on the Internet
site maintained by the Securities and Exchange Commission (the "SEC") at
www.sec.gov, along with periodic reports and other information Strongbridge
files with the SEC. To the extent that the information set forth herein differs
from or updates information contained in the Joint Proxy Statement/Prospectus,
the information set forth herein shall supersede or supplement the information
in the Joint Proxy Statement/Prospectus. All page references are to pages in the
Joint Proxy Statement/Prospectus, and terms used below, unless otherwise
defined, have the meanings set forth in the Joint Proxy Statement/Prospectus.



The inclusion of certain summary unaudited prospective financial information in
the Supplemental Disclosures should not be regarded as an indication that any of
Strongbridge, Xeris, HoldCo or their respective affiliates, officers, directors
or other representatives, or any other recipient of this information,
considered, or now considers, it to be material or to be reliably predictive of
actual future results, and the unaudited prospective financial information
should not be relied upon as such.



The disclosure under the heading "Opinion of Xeris' Financial Advisor - Xeris
Stand-Alone Valuation Analyses - Publicly Traded Company Analysis" on page 92 of
the Joint Proxy Statement/Prospectus is hereby amended and supplemented by
replacing the chart summarizing results of analysis in its entirety with the
following:



                                            Share Price        Enterprise Value      EY/2022E Net      EY/2023E Net
                                           (May 21, 2021)      ($ in millions)          Revenue           Revenue
Zealand Pharma A/S                         $        31.58     $            1,150                NM              7.6x
Esperion Therapeutics, Inc.                $        20.76     $            1,100              4.5x              2.6x

HLS Therapeutics Inc. (converted to USD)   $        14.03     $            

 556              3.8x              2.3x
Flexion Therapeutics, Inc.                 $         8.46     $              550              2.8x              2.0x
TherapeuticsMD, Inc                        $         1.23     $              558              2.6x              1.8x
Kala Pharmaceuticals Inc.                  $         5.44     $              283              2.5x              1.3x
VYNE Therapeutics Inc.                     $         3.66     $              106              1.4x              0.8x
75th Percentile                                                                               3.6x              2.4x
Mean                                                                                          2.9x              2.6x
Median                                                                                        2.7x              2.0x
25th Percentile                                                                               2.5x              1.5x




The disclosure under the heading "Opinion of Xeris' Financial Advisor - Xeris
Stand-Alone Valuation Analyses - Discounted Cash Flow Analysis" on page 93 of
the Joint Proxy Statement/Prospectus is hereby amended and supplemented by
replacing the first paragraph after the heading "Discounted Cash Flow Analysis"
in its entirety with the following:



A discounted cash flow analysis is a traditional valuation methodology used to
derive a valuation of an asset or set of assets by calculating the "present
value" of estimated future cash flows of the asset or set of assets. "Present
value" refers to the current value of future cash flows or amounts and is
obtained by discounting those future cash flows or amounts by a discount rate
that takes into account macroeconomic assumptions and estimates of risk, the
opportunity cost of capital, expected returns and other appropriate factors. SVB
Leerink performed a discounted cash flow analysis to calculate the estimated
present value of the stand-alone, unlevered, after-tax free cash flows that
Xeris was forecasted to generate from October 1, 2021 (the estimated closing
date of the Transaction) through fiscal year 2025, which unlevered, after-tax
free cash flows were derived from the Xeris Management Forecasts. SVB Leerink
separately analyzed both the Unadjusted Xeris Projections and Adjusted Xeris
Projections utilizing this methodology. For both analyses, SVB Leerink
calculated terminal values for Xeris by applying perpetuity growth rates of
between 1.0% to 2.0%, which SVB Leerink based on its experience and professional
judgment, given the nature of Xeris and its business and the industries in which
it operates, to estimated 2025 unlevered, after-tax free cash flows. The cash
flows and terminal values were then discounted to present value as of October 1,
2021 using discount rates ranging from 10.5% to 14.5%. This range of discount
rates was based on SVB Leerink's analysis of Xeris' weighted average cost of
capital derived from analyzing the cost of capital for Xeris' comparable
companies, and taking into account certain metrics including the comparable
companies' levered and unlevered betas, a historical equity risk premium, size
premia and yields for U.S. treasury notes, as well as a capital asset pricing
model analysis of Xeris. In performing its discounted cash flow analysis, SVB
Leerink adjusted for (i) cash balances, including cash and cash equivalents,
estimated by Xeris management to equal approximately $81.5 million as of
September 30, 2021, (ii) debt outstanding under Xeris' senior secured loan
facility, estimated by Xeris management to equal approximately $43.5 million as
of September 30, 2021, and (iii) the estimated net present value of Xeris'
available net operating loss carryforwards and other tax attributes of
approximately $54 million to $64 million using discount rates ranging from

10.5%
to 14.5%.

The disclosure under the heading "Opinion of Xeris' Financial Advisor - Strongbridge Stand-Alone Valuation Analyses - Publicly Traded Company Analysis" on page 94 of the Joint Proxy Statement/Prospectus is hereby amended and supplemented by replacing the chart summarizing results of analysis in its entirety with the following:





                                         Share Price        Enterprise Value      EY/2022E Net      EY/2023E Net
                                        (May 21, 2021)      ($ in millions)          Revenue           Revenue
Zealand Pharma A/S                      $        31.58     $            1,150                NM              7.6x
Verrica Pharmaceuticals Inc             $        11.35     $              260              7.4x              3.3x
Provention Bio, Inc.                    $         7.65     $              288              6.6x              2.7x
Eton Pharmaceuticals, Inc               $         8.34     $              206              3.2x              2.4x
Eiger BioPharmaceuticals, Inc.          $         8.04     $              144              4.1x              2.4x
Avadel Pharmaceuticals Plc              $         7.92     $              412              4.8x              2.2x
Mirum Pharmaceuticals, Inc.             $        17.52     $              495              4.8x              2.2x
Ardelyx, Inc.                           $         6.95     $              563              4.6x              2.1x
75th Percentile                                                                            5.7x              2.9x
Mean                                                                                       5.1x              3.1x
Median                                                                                     4.8x              2.4x
25th Percentile                                                                            4.4x              2.2x

The disclosure under the heading "Opinion of Xeris' Financial Advisor - Strongbridge Stand-Alone Valuation Analyses - Sum-of-the-Parts Discounted Cash Flow Analysis" on page 95 of the Joint Proxy Statement/Prospectus is hereby amended and supplemented by replacing the fifth paragraph under the heading "Sum-of-the-Parts Discounted Cash Flow Analysis" in its entirety with the following:

SVB Leerink calculated terminal values for the foregoing items by applying
perpetuity growth rates of between (20.0%) to 0.0%, which SVB Leerink estimated
based on its professional judgment and experience, given the nature of
Strongbridge and its business, the industries in which it operates, and the risk
of generic entry to 2034 projected revenue. The cash flows and terminal values
were then discounted to present value as of October 1, 2021 using discount rates
ranging from 10.5% to 14.5%. This range of discount rates was based on SVB
Leerink's analysis of Strongbridge's weighted average cost of capital derived
from analyzing the cost of capital for Strongbridge's comparable companies and
taking into account certain metrics including the comparable companies' levered
and unlevered betas, a historical equity risk premium, size premia and yields
for U.S. treasury notes. From the foregoing analyses, SVB Leerink derived a
range of illustrative equity values for RECORLEV and KEVEYIS and a range of
negative illustrative present values for Strongbridge's unallocated corporate
costs. In performing its sum-of-the-parts discounted cash flow analysis, SVB
Leerink adjusted for (i) cash balances, including cash and cash equivalents,
estimated by Strongbridge management to equal approximately $55 million as of
September 30, 2021, (ii) debt outstanding under Strongbridge's term loans,
estimated by Strongbridge management to equal approximately $17 million as of
September 30, 2021 (when adjusted for the $3.0 million in debt convertible into
Strongbridge ordinary shares), and (iii) the estimated net present value of
Strongbridge's available net operating loss carryforwards and other tax
attributes of approximately $22 million to $31 million using discount rates
ranging from 10.5% to 14.5%.



The disclosure under the heading "Opinion of Strongbridge's Financial Advisor -
Strongbridge Valuation Analysis -Discounted Cash Flow Analysis" on pages 102 and
103 of the Joint Proxy Statement/Prospectus is hereby amended and supplemented
by replacing the second and fourth paragraphs after the heading "Discounted Cash
Flow Analysis" in their entirety with the following:



At the direction of Strongbridge, MTS Securities conducted certain sensitivity
analyses for the purposes of its discounted cash flow analysis, in each case
based on sensitivity ranges determined by MTS Securities in its professional
judgment, using ranges of (i) revenue achievements of 50% to 150%, as provided
by Strongbridge management, and (ii) weighted average cost of capital of 12% to
14%, reflecting estimates of Strongbridge's average cost of capital. With
respect to the sensitivity range for estimated weighted average cost of capital
of Strongbridge, MTS Securities used a range based on the weighted average cost
of capital for the selected comparable companies in the "Public Trading
Comparable Companies Analysis" immediately below as calculated by MTS
Securities, which was equal to approximately 13%, which amount was then expanded
equally to obtain the sensitivity range equal to 12% to 14% noted above.

MTS Securities calculated the unlevered free cash flows (as operating income
(earnings before interest expenses and taxes), less tax expenses, plus asset
amortization, plus stock compensation, less change in net working capital, less
costs and milestone payments in connection with the licensing of the marketing
rights to Keveyis from Taro Pharmaceutical Industries Ltd.) based on the Base
Case, the Low Case and the High Case of the Strongbridge Management Projections,
that Strongbridge's management projected Strongbridge to generate during the
period beginning on July 1, 2021 and ending on December 31, 2036, taking into
account the sensitivity metrics described above, and assuming no terminal value.
Based on MTS Securities' professional judgment, MTS Securities assumed no
terminal value because MTS Securities calculated the unlevered free cash flows
for the period for which Strong-bridge's key assets had patent protection, based
on information provided to MTS Securities from Strongbridge management. The
unlevered free cash flows took into account the effect of $92 million in net
operating losses but did not take into account the cost of future capital
raises. The unlevered free cash flows were then discounted to present values
using a range of discount rates based on Strongbridge's estimated weighted
average cost of capital.



The disclosure under the heading "Opinion of Strongbridge's Financial Advisor -
Xeris Valuation Analysis -Discounted Cash Flow Analysis" on page 105 of the
Joint Proxy Statement/Prospectus is hereby amended and supplemented by replacing
the first and third paragraphs under the heading "Discounted Cash Flow Analysis"
in their entirety with the following:



At the direction of Strongbridge, MTS Securities conducted certain sensitivity
analyses for the purposes of its discounted cash flow analysis of Xeris, in each
case based on sensitivity ranges determined by MTS Securities in its
professional judgment, using ranges of (i) revenue achievements of 50% to 100%,
as provided by Strongbridge management, and (ii) weighted average cost of
capital of 10% to 12%, reflecting estimates of Xeris' average cost of capital.
With respect to the sensitivity range for estimated weighted average cost of
capital of Xeris, MTS Securities used a range based on the weighted average cost
of capital for the selected comparable companies in the "Public Trading
Comparable Companies Analysis" immediately below as calculated by MTS
Securities, which was equal to approximately 11%, which amount was then expanded
equally to obtain the sensitivity range equal to 10% to 12% noted above.



MTS Securities calculated the unlevered free cash flows (as operating income
(earnings before interest expenses and taxes), less tax expenses, plus
depreciation, plus stock compensation, plus other operating activities, less
change in net working capital, less capital expenditures) that Strongbridge's
management projected Xeris to generate during the period beginning on July 1,
2021 and ending on December 31, 2036, taking into account the sensitivity
metrics described above, and assuming no terminal value. Based on MTS
Securities' professional judgment, MTS Securities assumed no terminal value
because MTS Securities calculated the unlevered free cash flows for the period
for which Xeris' key assets had patent protection, based on information provided
to MTS Securities from Strongbridge management. The unlevered free cash flows
took into account the effect of $54 million in net operating losses created in
2017 or earlier and $231 million in net operating losses created in 2018 or
later, but did not take into account the cost of future capital raises. The
unlevered free cash flows were then discounted to present values using a range
of discount rates based on Xeris' estimated weighted average cost of capital.



NO OFFER OR SOLICITATION




This communication is for information purposes only and is not intended to and
does not constitute an offer to sell or the solicitation of an offer to
subscribe for or buy or an invitation to purchase or subscribe for any
securities or the solicitation of any vote or approval in any jurisdiction
pursuant to the Acquisition or the Transaction, nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in contravention of
applicable law. In particular, this communication is not an offer of securities
for sale into the United States. No offer of securities shall be made in the
United States absent registration under the Securities Act of 1933, as amended,
or pursuant to an exemption from, or in a transaction not subject to, such
registration requirements. The Acquisition will be made solely by means of the
Scheme Document, which contains the full terms and conditions of the
Acquisition, including details of how Strongbridge shareholders may vote in

respect of the Acquisition.

IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT





Strongbridge, Xeris and HoldCo have prepared and filed with the SEC, and the SEC
declared effective on July 29, 2021, a registration statement on Form S-4 (File
No. 333-257642) that includes the joint proxy statement by Xeris and
Strongbridge (the "Proxy Statement") and also constitutes a prospectus with
respect to the HoldCo shares of common stock ("HoldCo Shares") to be issued
pursuant to the Transaction. The Joint Proxy Statement/Prospectus also contains
the Scheme Document and further information relating to the implementation of
the Transaction, the full terms and conditions of the Transaction (including the
Scheme, notices of the Strongbridge Special Meetings and the Xeris Special
Meeting (each as defined in the Joint Proxy Statement/Prospectus) and
information on HoldCo Shares. Strongbridge and Xeris may also file other
documents with the SEC regarding the Transaction. This communication is not a
substitute for the Joint Proxy Statement/Prospectus or any other document which
Strongbridge, Xeris or HoldCo may file with the SEC.



The Joint Proxy Statement/Prospectus, as well as Strongbridge's and Xeris' other
public filings with the SEC, may be obtained without charge at the SEC's website
at www.sec.gov and, in the case of Strongbridge's filings, at Strongbridge's
website at www.strongbridgebio.com and, in the case of Xeris' filings, at Xeris'
website at www.xerispharma.com.



INVESTORS, STRONGBRIDGE SHAREHOLDERS AND XERIS STOCKHOLDERS ARE URGED TO READ
THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE
FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO
THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION.



Any vote in respect of resolutions to be proposed at the Strongbridge Special
Meetings to approve the Acquisition, the Scheme or related matters, or other
responses in relation to the Acquisition, should be made only on the basis of
the information contained in the Joint Proxy Statement/Prospectus (including the
Scheme Document). Similarly, any vote in respect of resolutions to be proposed
at the Xeris Special Meeting or any decision in respect of, or other response
to, the Transaction, should be made only on the basis of the information
contained in the Joint Proxy Statement/Prospectus.

PARTICIPANTS IN THE SOLICITATION





Strongbridge, Xeris, HoldCo and their respective directors, executive officers
and employees may be deemed to be participants in the solicitation of proxies
from their respective shareholders in connection with the Transaction.
Information regarding the persons who may, under the rules of the SEC, be deemed
to be participants in the solicitation of shareholders in connection with the
Transaction, including a description of their direct or indirect interests,
which may be different from those of Strongbridge shareholders or Xeris
stockholders generally, by security holdings or otherwise, are set forth in the
Joint Proxy Statement/Prospectus (which contains the Scheme Document).
Information regarding Strongbridge's directors and executive officers is
contained in Strongbridge's Annual Report on Form 10-K for the year ended
December 31, 2020, filed with the SEC on March 3, 2021, and its Proxy Statement
on Schedule 14A, dated and filed with the SEC on April 14, 2021. Information
regarding Xeris' directors and executive officers is contained in Xeris' Annual
Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on
March 9, 2021, and its Proxy Statement on Schedule 14A, dated and filed with the
SEC on April 29, 2021. You may obtain free copies of these documents using

the
sources indicated above.









FORWARD-LOOKING STATEMENTS




This communication contains certain forward-looking statements with respect to a
proposed transaction involving Xeris and Strongbridge and Xeris', Strongbridge's
and/or the combined group's estimated or anticipated future business,
performance and results of operations and financial condition, including
estimates, forecasts, targets and plans for Xeris and Strongbridge and,
following the Acquisition, if completed, the combined group. The words
"believe," "expect," "anticipate," "project" and similar expressions, among
others, generally identify forward looking statements. These forward-looking
statements are subject to risks and uncertainties that may cause actual results
to differ materially from those indicated in the forward-looking statements.
Such risks and uncertainties include, but are not limited to, the possibility
that a possible acquisition will not be pursued, failure to obtain necessary
shareholder or regulatory approvals or required financing or to satisfy any of
the other conditions to the possible acquisition, the reaction of Xeris' and
Strongbridge's shareholders to the proposed transaction, adverse effects on the
market price of Xeris shares of common stock ("Xeris Shares") or Strongbridge
ordinary shares ("Strongbridge Shares") and on Xeris' or Strongbridge's
operating results because of a failure to complete the possible acquisition,
failure to realize the expected benefits of the possible acquisition, failure to
promptly and effectively integrate Strongbridge's businesses, negative effects
relating to the announcement of the possible acquisition or any further
announcements relating to the possible acquisition or the consummation of the
possible acquisition on the market price of Xeris Shares or Strongbridge Shares,
significant transaction costs and/or unknown or inestimable liabilities, the
risk that any potential payment of proceeds pursuant to the CVR Agreement may
not be distributed at all or result in any value to Strongbridge shareholders,
potential litigation associated with the possible acquisition, general economic
and business conditions that affect the combined companies following the
consummation of the possible acquisition, the impact of the COVID-19 pandemic on
Xeris' or Strongbridge's businesses or the combined businesses following the
consummation of the transaction, changes in global, political, economic,
business, competitive, market and regulatory forces, future exchange and
interest rates, changes in tax laws, regulations, rates and policies, future
business acquisitions or disposals and competitive developments. These
forward-looking statements are based on numerous assumptions and assessments
made in light of Xeris' or, as the case may be, Strongbridge's experience and
perception of historical trends, current conditions, business strategies,
operating environment, future developments and other factors it believes
appropriate. By their nature, forward-looking statements involve known and
unknown risks and uncertainties because they relate to events and depend on
circumstances that will occur in the future. The factors described in the
context of such forward-looking statements in this announcement could cause
Xeris' plans with respect to Xeris or Strongbridge, Strongbridge's or Xeris'
actual results, performance or achievements, industry results and developments
to differ materially from those expressed in or implied by such forward-looking
statements. Although it is believed that the expectations reflected in such
forward-looking statements are reasonable, no assurance can be given that such
expectations will prove to have been correct and persons reading this
announcement are therefore cautioned not to place undue reliance on these
forward-looking statements which speak only as at the date of this announcement.
Additional information about economic, competitive, governmental, technological
and other factors that may affect Xeris is set forth in Item 1A, "Risk Factors,"
in Xeris' 2020 Annual Report on Form 10-K, which has been filed with the SEC,
the contents of which are not incorporated by reference into, nor do they form
part of, this announcement. Additional information about economic, competitive,
governmental, technological and other factors that may affect Strongbridge is
set forth in Item 1A, "Risk Factors," in Strongbridge's 2020 Annual Report on
Form 10-K, which has been filed with the SEC, the contents of which are not
incorporated by reference into, nor do they form part of, this announcement.



Any forward-looking statements in this announcement are based upon information
available to Xeris, Strongbridge and/or their respective boards of directors, as
the case may be, as of the date of this announcement and, while believed to be
true when made, may ultimately prove to be incorrect. Subject to any obligations
under applicable law, none of Xeris, Strongbridge or any member of their
respective boards of directors undertakes any obligation to update any
forward-looking statement whether as a result of new information, future
developments or otherwise, or to conform any forward-looking statement to actual
results, future events, or to changes in expectations. All subsequent written
and oral forward-looking statements attributable to Xeris, Strongbridge or their
respective boards of directors or any person acting on behalf of any of them are
expressly qualified in their entirety by this paragraph.

STATEMENT REQUIRED BY THE IRISH TAKEOVER RULES





The directors of Strongbridge accept responsibility for the information
contained in this communication. To the best of the knowledge and belief of the
directors of Strongbridge (who have taken all reasonable care to ensure such is
the case), the information contained in this communication for which they
respectively accept responsibility is in accordance with the facts and does not
. . .

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