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): ~~August~~September 514, 2021

XERIS PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-38536

20-3352427

~~001-38536~~

~~20-3352427~~

(State or other jurisdiction ofincorporation)

(CommissionFile Number)

(I.R.S. EmployerIdentification No.)

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

180 N. LaSalle Street, Suite 1600

Chicago, Illinois 60601

(Address of principal executive offices, including zip code)

(844) 445-5704

(Registrant'’s telephone number, including area code)

Not Applicable

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 Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

XERS

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).

(Former name or former address, if changed since last report)

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 Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	XERS	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 ☒

~~Item~~If ~~2.02 Results~~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 ~~Operations~~the ~~and~~Exchange ~~Financial~~Act. ~~Condition~~☐

OnItem ~~August~~ 5~~, 2021, Xeris Pharmaceuticals, Inc~~.07 ~~(the~~Submission ~~“Company”) issued a press release containing information about the Company’s results~~ of ~~operations~~Matters ~~and~~to ~~business~~a ~~highlights~~Vote ~~for the three and six months ended June 30, 2021. A copy~~ of ~~this~~Security ~~press release is furnished as Exhibit 99~~Holders.~~1 to this Current Report on Form 8-K.~~

The ~~information~~Company inheld ~~this~~a ~~Form~~Special ~~8-K~~Meeting of Stockholders (~~including~~the ~~Exhibit~~“Special ~~99.1~~Meeting”) ~~shall~~on ~~not~~September 14, be2021. ~~deemed~~As ~~“filed”~~of ~~for~~the ~~purposes~~close of business on July 21, 2021, the ~~Securities~~record ~~Exchange~~date ~~Act~~for ofthe ~~1934~~Special Meeting, asthere ~~amended~~were (66,497,370 shares of the ~~“Exchange~~Company’s ~~Act”),~~common orstock ~~otherwise~~outstanding ~~subject~~and entitled to vote at the ~~liabilities~~Special Meeting. A total of ~~that~~40,394,504.14 ~~section~~shares of common stock were voted in person or by proxy, ~~nor~~representing ~~shall~~60.75% itof the shares entitled to be ~~deemed~~voted, ~~incorporated~~which byconstituted ~~reference~~a inquorum ~~any~~to ~~filing~~conduct ~~under~~business at the ~~Securities~~Special ~~Act~~Meeting. ofThe ~~1933,~~following asare ~~amended,~~the orfinal voting results on proposals considered and voted upon at the ~~Exchange~~Special ~~Act~~Meeting, ~~except~~all asof ~~expressly~~which ~~set~~are ~~forth~~described byin ~~specific~~detail ~~reference~~ in ~~such~~the aCompany’s ~~filing~~Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission on July 29, 2021.

~~Item~~The 9final results of voting for each matter submitted to a vote of the stockholders at the Special Meeting are set forth below.~~01 Financial~~ ~~Statements~~Each ~~and~~of ~~Exhibits~~the proposals was approved by the requisite vote of the Company’s stockholders.

Proposal No. 1: To adopt the Transaction Agreement, dated as of May 24, 2021, (das it may be amended, supplemented or otherwise modified from time to time, the “Transaction Agreement”), ~~Exhibits~~by and among the Company, Strongbridge Biopharma plc (“Strongbridge”), Xeris Biopharma Holdings, Inc. (“HoldCo”), and Wells MergerSub, Inc. (“MergerSub”), pursuant to which HoldCo will acquire the entire issued and to be issued ordinary share capital of Strongbridge (the “Acquisition” or “Proposal 1”). The results of such vote were as follows:

Exhibit Number			Description
Votes For	Votes Against	Abstentions	Broker Non-Votes
99.1			Press release issued by Xeris Pharmaceuticals, Inc. dated August 5, 2021.
39,059,613.19	1,213,609.78	121,281.16	—
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

Proposal No. 2: To approve, immediately after and conditioned on the consummation of the Acquisition, the merger of MergerSub with and into the Company, as a result of which the separate corporate existence of MergerSub will cease and the Company will continue as the surviving corporation and a wholly owned subsidiary of HoldCo (the “Merger” or “Proposal 2”). The results of such vote were as follows:


Votes For	Votes Against	Abstentions	Broker Non-Votes
39,046,176.72	1,211,225.42	137,102.00	—

Proposal No. 3: To approve a proposal to adjourn or postpone the special meeting to another date or time, if necessary or appropriate as determined by the Company, to solicit additional proxies if there are insufficient votes at the time of the special meeting or any adjournment or postponement thereof to adopt the Transaction Agreement and approve the Merger (the “Adjournment Proposal” or “Proposal 3”). The results of such vote were as follows:


Votes For	Votes Against	Abstentions	Broker Non-Votes
37,816,384.40	2,358,850.22	219,269.51	—

Item 8.01.

Other Events.

On September 14, 2021 the Company issued a press release announcing the adoption of the Transaction Agreement by the Company’s stockholders at the Special Meeting, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

99.1		Press Release issued by Xeris Pharmaceuticals, Inc. dated September 14, 2021

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 5, 2021

Xeris Pharmaceuticals, Inc.

Date: September 14, 2021

Xeris Pharmaceuticals, Inc.

By:

/s/ Steven M. Pieper

~~By:~~

~~/s/ Steven M. Pieper~~

Name: Steven M. Pieper

~~Name: Steven M. Pieper~~

Title: Chief Financial Officer

~~Title: Chief Financial Officer~~

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