Item 1.01 Entry into a Material Definitive Agreement.
Joinder and Sixth Amendment to Amended and Restated Loan and Security Agreement
In connection with the completion of the Transactions (as defined in Item 8.01),
on
The Sixth Amendment adds the New Borrowers as borrowers under the Amended and Restated Loan and Security Agreement and as security for their obligations under the Amended and Restated Loan and Security Agreement, the New Borrowers granted the Lenders a first priority security interest on substantially all of their assets, including intellectual property, subject to certain exceptions. The Sixth Amendment also updates certain negative covenants and definitions.
The foregoing description of the Sixth Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Sixth Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Second Supplemental Indenture
In connection with the completion of the Transactions, on
As a result of the Transactions, and pursuant to the Second Supplemental
Indenture, the Notes are no longer convertible into shares of common stock of
Xeris. Instead, subject to the terms and conditions of the Indenture, the Notes
will be exchangeable into cash and shares of common stock of Xeris Holdco
("Xeris Holdco Common Stock") in proportion to the transaction consideration
payable pursuant to the Transaction Agreement, and the "Reference Property"
provisions in the Indenture. As a result, as of the date of this Current Report
on Form 8-K and subject to the terms and conditions of the Indenture, the Notes
are exchangeable into 326.7974 shares of Xeris Holdco Common Stock per
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 under the headings "Joinder and Sixth Amendment to Amended and Restated Loan and Security Agreement" and "Second Supplemental Indenture" is incorporated by reference herein.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in Item 5.03 and Item 8.01 is incorporated by reference herein.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Effective as of the closing of the Merger (as defined in Item 8.01), each of the
former members of the board of directors of the Company, with the exception of
The executive officers of the Company as of immediately prior to the effective time of the Merger continue to be the executive officers of the Company.
Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
In connection with the completion of the Merger and pursuant to the Transaction
Agreement (as defined in Item 8.01), on
Item 8.01 Other Events.
Effective
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certain Strongbridge Shares held by Xeris Holdco, Xeris or any of its
subsidiaries and/or any Strongbridge Shares held by Strongbridge or any of its
subsidiaries, was converted into the right to receive (a) 0.7840 of a share of
Xeris Holdco's common stock ("Holdco Shares") (the "Share Consideration") and
cash in lieu of fractions of Holdco Shares; and (b) one
(1) non-tradeable contingent value right ("CVR"), worth up to a maximum of
At the effective time of the Scheme, (a) Strongbridge shareholders received the
Scheme Consideration, (b) Strongbridge's outstanding equity awards were treated
as set forth in the Transaction Agreement, such that (i) each Strongbridge Share
Award was vested and settled for Strongbridge Shares immediately prior to the
effective time of the Scheme, (ii) each Strongbridge Option became fully vested
and exercisable immediately prior to the effective time of the Scheme,
(iii) each unexercised Strongbridge Option was assumed by Xeris Holdco and
converted into an option to purchase Holdco Shares (each, a "Strongbridge
Rollover Option"), with the exercise price per Holdco Share and the number of
Holdco Shares underlying the Strongbridge Rollover Option adjusted to reflect
the conversion from Strongbridge Shares into Holdco Shares, provided that each
Strongbridge Rollover Option will continue to have, and be subject to, the same
terms and conditions that applied to the corresponding Strongbridge Rollover
Option (except for terms rendered inoperative by reason of the Acquisition or
for immaterial administrative or ministerial changes that are not adverse to any
holder other than in any de minimis respect), provided that the terms of each
Strongbridge Rollover Option with an exercise price of
At the effective time of the Merger, (a) each share of Xeris common stock was assumed by Xeris Holdco and converted into the right to receive one Holdco Share and any cash in lieu of Fractional Entitlements due to a Xeris Shareholder (the "Merger Consideration") and (b) each Xeris option, stock appreciation right, restricted share award and other Xeris share based award that was outstanding was assumed by Xeris Holdco and converted into an equivalent equity award of Xeris Holdco, which award will be subject to the same number of shares and the same terms and conditions as were applicable to the Xeris award in respect of which it was issued. At the effective time of the Merger, Xeris Holdco assumed each Strongbridge Share Plan, each Xeris Share Plan and the Xeris ESPP for the purposes of governing each Strongbridge Rollover Option, governing each assumed Xeris equity award and granting awards to the extent permitted by applicable law and NASDAQ regulations.
The issuance of Holdco Shares in connection with the Transactions, as described
above, was registered under the Securities Act of 1933, as amended, pursuant to
a registration statement on Form S-4 (File No. 333-257642), filed by Xeris
Holdco with the
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The description of the Transaction Agreement contained herein does not purport
to be complete and is qualified in its entirety by reference to the Transaction
Agreement, a copy of which is filed as Exhibit 2.1 hereto and is incorporated
herein by reference. This summary is not intended to modify or supplement any
factual disclosures about Xeris, Strongbridge or Xeris Holdco, and should not be
relied upon as disclosure about Xeris, Strongbridge or Xeris Holdco without
consideration of the periodic and current reports and statements that Xeris,
Strongbridge or Xeris Holdco file with the
Prior to the Merger, shares of Xeris Common Stock were registered pursuant to
Section 12(b) of the Securities Exchange Act of 1934, as amended and listed on
the
Item 9.01 Financial Statements and Exhibits
(d) Exhibits: Exhibit Number Description 2.1 Transaction Agreement, dated as ofMay 24, 2021 , by and among the Registrant, Strongbridge Biopharma plc,Xeris Biopharma Holdings, Inc. andWells MergerSub, Inc. (incorporated by reference to Exhibit 2.1 of the Registrant's Current Report on Form 8-K datedMay 24, 2021 ) 3.1 Amended and Restated Certificate of Incorporation of the Registrant 3.2 Amended and Restated Bylaws of the Registrant 4.1 Second Supplemental Indenture, by and among the Registrant, XerisBiopharma Holdings, Inc. andU.S. Bank National Association , datedOctober 5, 2021 10.1 Joinder and Sixth Amendment to Amended and Restated Loan and Security Agreement, datedOctober 5, 2021 , by and among the Registrant,Oxford Finance LLC andSilicon Valley Bank 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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