UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): September 8, 2021

STRONGBRIDGE BIOPHARMA plc

(Exact name of registrant as specified in its charter)

Ireland
(State or other jurisdiction of
incorporation or organization)

001-37569
(Commission
File Number)

98-1275166
(I.R.S. Employer
Identification No.)

900 Northbrook Drive, Suite 200
Trevose, PA
(Address of principal executive offices)

19053
(Zip Code)

Registrant’s telephone number, including area code: (610) 254-9200

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Ordinary Share, par value $0.01 per share		SBBP		The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.07.

Submission of Matters to a Vote of Security Holders.

On September 8, 2021, Strongbridge Biopharma plc, a public limited company organized under the laws of Ireland (“Strongbridge”), held a special court-ordered meeting of shareholders (the “Court Meeting”) and an extraordinary general meeting of shareholders (the “EGM”), in each case relating to the pending acquisition (the “Acquisition”) of Strongbridge by Xeris Pharmaceuticals, Inc., a Delaware corporation (“Xeris”). The Acquisition will be effected by means of a “scheme of arrangement” under Irish law, pursuant to the Transaction Agreement, dated May 24, 2021, among Strongbridge, Xeris, Xeris Biopharma Holdings, Inc. (“HoldCo”) and Wells MergerSub, Inc. (“MergerSub”). Strongbridge’s shareholders approved proposal #1 at the Court Meeting and each of the proposals #1 through #6 at the EGM required to approve and implement the scheme of arrangement.

A quorum was present at each of the Court Meeting and the EGM. Abstentions are considered present for purposes of determining a quorum. Because the votes required to approve the proposals at the Court Meeting and the EGM are based on votes properly cast at the applicable meeting, and because abstentions are not considered votes properly cast, abstentions and broker non-votes along with failures to vote have no effect on such proposals.

The final results of voting on each of the items submitted to a vote of Strongbridge’s shareholders at the Court Meeting and the EGM are as follows:

Court Meeting

Proposal 1: To approve the scheme of arrangement.

Strongbridge Biopharma plc 8-K