Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
The information set forth in Item 8.01 is incorporated by reference herein.
Item 8.01 Other Events.
Effective October 5, 2021, 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, 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 (the
"Scheme") 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"). Pursuant to the Acquisition,
each ordinary share of Strongbridge (the "Strongbridge Shares") issued and
outstanding immediately prior to the effectiveness of the Scheme, other than
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
$1.00, settleable in cash, additional Holdco Shares or a combination thereof, at
Xeris Holdco's sole election (the "CVR Consideration" and, and together with the
Share Consideration and any cash in lieu of fractions of Holdco Shares due to a
Strongbridge shareholder, the "Scheme Consideration"). As a result of the
Transactions, both Xeris and Strongbridge became wholly owned subsidiaries of
Xeris Holdco.
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 $4.50 or less (prior to
the adjustment described above) was amended to provide that it shall remain
exercisable for a period of time following the effective time of the Scheme
equal to the lesser of (A) the maximum remaining term of such corresponding
Strongbridge Option and (B) the fourth anniversary of the effective date of the
Merger, in each case regardless of whether the holder of such Strongbridge
Rollover Option experiences a termination of employment or service on or
following the effective time of the Scheme and (iv) Xeris Holdco issued to each
holder of a Strongbridge Rollover Option one CVR with respect to each
Strongbridge Share subject to the applicable Strongbridge Option, provided that
in no event shall such holder be entitled to any payments with respect to such
CVR unless the corresponding Strongbridge Option has been exercised on or prior
to any such payment, and (c) Strongbridge's outstanding warrants were treated as
follows: (i) each outstanding and unexercised Strongbridge Private Placement
Warrant was assumed by Xeris Holdco such that the applicable holders will have
the right to subscribe for Holdco Shares, in accordance with certain terms of
the Strongbridge Private Placement Warrant, (ii) each outstanding and
unexercised Strongbridge Assumed Warrant was assumed by Xeris Holdco such that,
upon exercise, the applicable holders will have the right to have delivered to
them the Reference Property (as such term is defined in the Strongbridge Assumed
Warrants), in accordance with certain terms of the Strongbridge Assumed
Warrants.
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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 Securities and Exchange Commission (the "SEC") and declared
effective on July 29, 2021. The joint proxy statement/prospectus of Xeris
Holdco, Xeris and Strongbridge (the "Joint Proxy Statement/Prospectus") included
in the registration statement contains additional information about the
Transactions. The description of Holdco Shares set forth in the Joint Proxy
Statement/Prospectus is incorporated herein by reference. Additional information
about the Transactions is also contained in Current Reports on Form 8-K filed by
Xeris on May 24, 2021, July 30, 2021 and September 14, 2021 and Current Reports
on Form 8-K filed by Strongbridge on May 24, 2021, July 7, 2021, July 26, 2021,
August 30, 2021 and September 8, 2021 and incorporated by reference into the
Joint Proxy Statement/Prospectus.
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 SEC. The terms of the Transaction
Agreement govern the contractual rights and relationships, and allocate risks,
among the parties in relation to the transactions contemplated by the
Transaction Agreement. In particular, the representations and warranties made by
the parties to each other in the Transaction Agreement reflect negotiations
between, and are solely for the benefit of, the parties thereto and may be
limited or modified by a variety of factors, including: subsequent events,
information included in public filings, disclosures made during negotiations,
correspondence between the parties and disclosure schedules to the Transaction
Agreement. Accordingly, the representations and warranties may not describe the
actual state of affairs at the date they were made or at any other time and you
should not rely on them as statements of fact.
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 Nasdaq Stock Market ("Nasdaq"). As a result of the Merger, on October 5,
2021, Xeris requested that Nasdaq withdraw the shares of Xeris Common Stock from
listing on Nasdaq and file a Form 25 with the SEC to report that the shares of
Xeris Common Stock are no longer listed on Nasdaq. The shares of Xeris Common
Stock are anticipated to be suspended from trading on Nasdaq prior to the open
of trading on October 6, 2021.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
Exhibit
Number Description
2.1 Transaction Agreement, dated as of May 24, 2021, by and among the
Registrant, Strongbridge Biopharma plc, Xeris Biopharma Holdings, Inc.
and Wells MergerSub, Inc. (incorporated by reference to Exhibit 2.1 of
the Registrant's Current Report on Form 8-K dated May 24, 2021)
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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