Item 8.01 Other Events.
Effective October 5, 2021, Xeris Biopharma Holdings, Inc., a Delaware
corporation ("Xeris Holdco") completed the previously announced acquisition and
merger contemplated by the Transaction Agreement, dated as of May 24, 2021 (the
"Transaction Agreement"), by and among Xeris Pharmaceuticals, Inc. ("Xeris"),
Strongbridge Biopharma plc ("Strongbridge"), Xeris Holdco and Wells MergerSub,
Inc. ("MergerSub"). Pursuant to the Transaction Agreement, (i) Xeris Holdco
acquired Strongbridge (the "Acquisition") pursuant to a scheme of arrangement
under Irish law; and (ii) MergerSub merged with and into Xeris, with Xeris as
the surviving corporation in the merger (the "Merger," and the Merger together
with the Acquisition, the "Transactions"). As a result of the Transactions, both
Xeris and Strongbridge became wholly owned subsidiaries of Xeris Holdco.
Xeris Holdco Shares Outstanding
As a result of the Transactions and as of the close of business on October 5,
2021, Xeris Holdco had approximately 124.6 million shares issued and
outstanding.
Section 16 Filings
As a result of the Transactions, equity held by the former officers and
directors of Xeris was exchanged for equity in Xeris Holdco on a one-for-one
basis. These exchanges were required to be reported on Form 4 filings which were
filed on October 5, 2021. There were no sales into the open market by the former
officers and directors of Xeris at the closing of the Transaction.
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