Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Chief Financial Officer
On July 28, 2021, Xeris Pharmaceuticals, Inc. (the "Company") and Barry Deutsch,
Chief Financial Officer and principal financial and accounting officer of the
Company, entered into a separation agreement (the "Separation Agreement"), under
which Mr. Deutsch resigned from his position as Chief Financial Officer and
principal financial officer and principal accounting officer. Mr. Deutsch will
continue as an employee of the Company through the closing date of the
transactions contemplated by the Transaction Agreement by and among the Company,
Strongbridge Biopharma plc and the other parties thereto dated May 24, 2021 or,
if earlier, October 29, 2021. Pursuant to the Separation Agreement, upon his
departure from the Company, Mr. Deutsch will be entitled to receive (a) his
target annual incentive compensation for 2021 equal to 40% of his base salary;
(b) a lump sum in cash equal to 18 months of his base salary; (c) subsidization
of the Company's Retiree Medical Plan's monthly premium or, alternatively,
subsidization of his COBRA monthly premium, for a period of up to 18 months;
(d) immediate vesting of all his stock options and other stock-based awards; and
(e) an extension of the exercise period with respect to his vested stock options
until the earlier of (i) the original 10-year expiration date for such vested
stock options as provided in the applicable equity incentive and equity award
agreement governing such awards, or (ii) the 18-month anniversary of the date of
termination of Mr. Deutsch's employment with the Company.
--------------------------------------------------------------------------------
The foregoing description of the Separation Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of
the Separation Agreement filed as Exhibit 10.1 to this Current Report on Form
8-K, which is incorporated by reference herein.
Election of Chief Financial Officer
On July 28, 2021, the Company issued a press release announcing the decision of
the Board of Directors (the "Board") to elect Steven Pieper as the new Chief
Financial Officer, effective as of July 28, 2021. Mr. Pieper will also serve as
the Company's principal financial officer and principal accounting officer. A
copy of this press release is furnished as Exhibit 99.1 to this report on
Form 8-K.
Mr. Pieper, age 44, has served as the Company's Vice President of Finance since
2017, where he was responsible for developing the Company's long-range financial
plan, including helping shape the Company's commercial launch strategy for
Gvoke®, and executing the Company's overall financing strategy. Prior to joining
the Company, from 2015 to 2017, Mr. Pieper served as the Chief Financial Officer
and Chief Operating Officer of Catheter Connections Inc., a medical device
company, which was acquired by Merit Medical. From 2014 to 2015, he was the
Director of Finance at Durata Therapeutics Inc, a biopharmaceutical company,
which was acquired by Actavis (now Allergan). Mr. Pieper started his career in
healthcare at Baxter Healthcare Corporation where he held a variety of
commercial and corporate decision support finance roles from 2002 to
2014. Mr. Pieper received his Bachelor of Science in Finance from DePaul
University and holds a Master of Business Administration from Loyola University,
Chicago.
In connection with Mr. Pieper's appointment as Chief Financial Officer, the
Company and Mr. Pieper have entered into an employment agreement (the
"Employment Agreement"). Pursuant to the terms of the Employment Agreement,
Mr. Pieper will receive an annual base salary of $375,000 and be eligible for an
annual bonus, with a target bonus of 40% of his base salary. Mr. Pieper will be
granted a restricted stock unit award for 100,000 shares of the Company's common
stock (the "Equity Award"). The Equity Award shall vest and become exercisable
in three substantially equal annual installments, beginning on the one year
anniversary of the date of grant, subject to Mr. Pieper's continued employment.
Mr. Pieper is also eligible to participate in the Company's employee benefit
plans available to its employees, subject to the terms of those plans.
If Mr. Pieper's employment is terminated by the Company without "cause" or he
resigns for "good reason" (each, as defined in the agreement) (collectively, an
"Involuntary Termination"), Mr. Pieper will, subject to the execution of a
release in favor of the Company, be entitled to receive: (i) an amount equal to
1.25 times his base salary and (ii) up to 15 months of health insurance
reimbursement under COBRA. In the event of Mr. Pieper's Involuntary Termination
within twelve months after a change in control of the Company, Mr. Pieper will
instead be entitled to (i) cash severance payments in an amount equal to 1.25
times the sum of Mr. Pieper's salary existing at the time of his termination
plus the average target incentive compensation received by Mr. Pieper in the
three immediate preceding fiscal years, paid in one lump sum payment; (ii) the
acceleration of vesting of all unvested time-based equity awards held by him
issued after the date of the Employment Agreement; and (iii) up to 15 months of
health insurance reimbursement under COBRA.
The foregoing description of the Employment Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of
the Employment Agreement filed as Exhibit 10.2 to this Current Report on Form
8-K, which is incorporated by reference herein.
Forward-Looking Statements
Any statements in this Form 8-K about future expectations, plans and prospects
for Xeris Pharmaceuticals, Inc., including statements regarding the market and
therapeutic potential of its products and product candidates, expectations
regarding clinical data or results from planned clinical trials, the timing or
likelihood of regulatory approval and commercialization of its product
candidates, the timing and likelihood of the consummation of the Strongbridge
Biopharma acquisition, the timing or likelihood of expansion into additional
markets, the timing or likelihood of identifying potential development and
commercialization partnerships, the potential utility of its formulation
platforms and other statements containing the words "will," "would," "continue,"
and similar expressions, constitute forward-looking statements within the
meaning of The Private Securities Litigation Reform Act of 1995. Actual results
may differ materially from those indicated by such forward-looking statements as
a result of various
--------------------------------------------------------------------------------
important factors, including, without limitation, the impact of COVID-19 on its
business operations, its reliance on third-party suppliers for Gvoke and Ogluo®,
the regulatory approval of its product candidates, its ability to market and
sell its products, if approved, and other factors discussed in the "Risk
Factors" section of the most recently filed Quarterly Report on Form 10-Q filed
with the Securities and Exchange Commission, as well as discussions of potential
risks, uncertainties, and other important factors in Xeris' subsequent filings
with the Securities and Exchange Commission. Any forward-looking statements
contained in this Form 8-K speak only as of the date hereof, and Xeris expressly
disclaims any obligation to update any forward-looking statements, whether as a
result of new information, future events or otherwise.
No Offer or Solicitation
This communication 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 Proposed Transaction (as defined
below), the merger or otherwise, nor shall there be any sale, issuance or
transfer of securities in any jurisdiction in contravention of applicable law.
No offer of securities shall be made in the United States absent registration
under the Securities Act or pursuant to an exemption from, or in a transaction
not subject to, such registration requirements. The Proposed Transaction will be
made solely by means of a prospectus meeting the requirements of Section 10 of
the Securities Act of 1933, as amended.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
Xeris Biopharma Holdings, Inc. ("Xeris Biopharma Holdings") has filed with the
United States Securities and Exchange Commission (the "SEC") a registration
statement on Form S-4 that includes the preliminary joint proxy statement of
Strongbridge and Xeris and that also constitutes a preliminary prospectus with
respect to the shares of Xeris Biopharma Holdings to be issued pursuant to the
proposed acquisition by Xeris and Xeris Biopharma Holdings of the entire issued
and to be issued ordinary share capital of Strongbridge Biopharma plc
("Strongbridge") pursuant to a scheme of arrangement under Chapter 1 of Part 9
of the Irish Companies Act 2014 and a capital reduction under Sections 84 to 86
of the Act (such acquisition, the "Proposed Transaction"). The joint proxy
statement also contains the transaction agreement describing the terms and
conditions of the Proposed Transaction, as well as further information relating
to the implementation of the Proposed Transaction, notices of the Xeris
shareholder meeting and the Strongbridge shareholder meetings and information on
the Xeris Biopharma Holdings shares. Xeris and Strongbridge have filed and may
also file other documents with the SEC regarding the Proposed Transaction. This
communication is not a substitute for the preliminary joint proxy statement or
any other document which Xeris, Xeris Biopharma Holdings or Strongbridge has
filed or may file with the SEC.
The preliminary joint proxy statement, as well as Xeris' and Strongbridge's
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 Xeris' filings, at Xeris' website at
www.xerispharma.com.
INVESTORS, XERIS SHAREHOLDERS AND STRONGBRIDGE SHAREHOLDERS ARE URGED TO READ
THE PRELIMINARY JOINT PROXY STATEMENT 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 ACQUISITION AND RELATED MATTERS.
--------------------------------------------------------------------------------
Any decision in respect of the resolutions to be proposed at the Xeris
shareholder meeting or any decision in respect of, or other response to, the
Proposed Transaction, should be made only on the basis of the information
contained in the preliminary joint proxy statement.
PARTICIPANTS IN THE SOLICITATION
Xeris, Xeris Biopharma Holdings, Strongbridge and their respective directors and
executive officers and employees may be deemed to be participants in the
solicitation of proxies from their respective shareholders in connection with
the Proposed 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 Proposed Transaction, including a
description of their direct or indirect interests in the Proposed Transaction,
which may be different from those of Xeris shareholders or Strongbridge
shareholders generally, by security holdings or otherwise, will be set forth in
the joint proxy statement (which will contain the Scheme Document) and any other
relevant documents that are filed or will be filed with the SEC relating to the
Proposed Transaction. Information about 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, its Proxy Statement on
Schedule 14A, dated and filed with the SEC on April 29, 2021, and its Current
Report on Form 8-K filed with the SEC on July 28, 2021. 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.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
Exhibit Number Description
10.1 Separation Agreement, dated as of July 28, 2021, by and
between the Company and Barry Deutsch.
10.2 Employment Agreement, dated as of July 28, 2021, by and
between the Company and Steven Pieper.
99.1 Press release issued by Xeris Pharmaceuticals, Inc. dated
July 28, 2021
104 The cover page from this Current Report on Form 8-K,
formatted in Inline XBRL.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
XERIS BIOPHARMA HOLDINGS, INC. 