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): February 14, 2019
XERIS PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
| DELAWARE | 001-38536 | 20-3352427 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
180 N. LaSalle Street, Suite 1810
Chicago, Illinois 60601
(Address of principal executive offices, including zip code)
(844) 445-5704
(Registrant’s telephone number, including area code)
Not Applicable
(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)) |
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 8.01 | Other Events |
On February 13, 2019, Xeris Pharmaceuticals, Inc. (the “Company”) announced the pricing of its offering of 5,880,000 shares of its common stock as part of the Company’s previously announced underwritten offering at a public offering price of $10.00 per share, less the underwriting discount (the “Offering”). The Company’s proceeds from the Offering, after the underwriting discount and before estimated expenses of the Offering, were approximately $54.6 million. In addition, the Company has granted the underwriters a 30-day option to purchase up to an additional 882,000 shares of its common stock at the public offering price.
On February 11, 2019, the Company issued a press release announcing the Offering. On February 13, 2019, the Company issued a press release announcing the pricing of the Offering. Copies of these press releases are attached hereto as Exhibits 99.1 and 99.2, respectively, and are each 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. on February 11, 2019. | |
| 99.2 | Press release issued by Xeris Pharmaceuticals, Inc. on February 13, 2019. | |
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: February 14, 2019 | Xeris Pharmaceuticals, Inc. | |||||||
| By: | /s/ Barry Deutsch | |||||||
| Name: | Barry Deutsch | |||||||
| Title: | Chief Financial Officer | |||||||
Exhibit 99.1
XERIS PHARMACEUTICALS ANNOUNCES PROPOSED PUBLIC OFFERING OF SHARES
OF COMMON STOCK
CHICAGO, IL; February 11, 2019 – Xeris Pharmaceuticals, Inc. (Nasdaq: XERS), a specialty pharmaceutical company leveraging its novel technology platforms to develop and commercialize ready-to-use injectable and infusible drug formulations, today announced that it filed a registration statement on Form S-1 with the Securities and Exchange Commission (the “SEC”) relating to a proposed public offering of 5,000,000 shares of its common stock. All shares of common stock will be offered by Xeris. Xeris expects to grant the underwriters a 30-day option to purchase up to an additional 750,000 of the shares of common stock. Xeris intends to use the net proceeds from this offering to support the expected commercial launch of Gvoke HypoPen, to advance its other pipeline product candidates, and to use for working capital and other general corporate purposes. The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.
Jefferies, SVB Leerink, RBC Capital Markets and Mizuho Securities are acting as joint book running managers for the offering.
The offering will be made only by means of a prospectus. A preliminary prospectus supplement and accompanying prospectuses relating to and describing the terms of this offering will be filed with the SEC. When available, copies of the preliminary prospectus supplement and accompanying prospectuses can be obtained from [Jefferies LLC, Attention: Equity Syndicate Prospectus Departments, 520 Madison Avenue, 2nd Floor, New York, NY 10022; by phone at (877) 821-7388; or by email at Prospectus_Department@Jefferies.com; SVB Leerink LLC, Attention: Syndicate Department, One Federal Street, 37thFloor, Boston, MA 02110; by phone at (800) 808-7525, ext. 6132; or by email at syndicate@svbleerink.com; RBC Capital Markets LLC, Attention: Equity Syndicate Department, 200 Vesey Street, 8th Floor, New York, NY 10281; by phone at (877) 822-4089; or by email at equityprospectus@rbccm.com; or Mizuho Securities USA LLC, Attention: Equity Capital Markets, 320 Park Ave., 12th Floor, New York, NY 10022-6815; by phone at (212) 205-7600; or by email at US-ECM@us.mizuho-sc.com], or by accessing the SEC’s website, www.sec.gov.
A registration statement relating to these securities has been filed with the SEC, but has not yet become effective. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. This announcement shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any offer or sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
About Xeris Pharmaceuticals, Inc.
Xeris is a specialty pharmaceutical company leveraging its novel technology platforms to develop and commercialize ready-to-use, room-temperature stable injectable and infusible drug formulations.
Investor Contact
Allison Wey
Senior Vice President, Investor Relations and Corporate Communications
awey@xerispharma.com
312-736-1237
Media Contact
media@xerispharma.com
2
Exhibit 99.2
XERIS PHARMACEUTICALS ANNOUNCES PRICING OF PUBLIC OFFERING OF SHARES
OF COMMON STOCK
CHICAGO, IL; February 13, 2019 – Xeris Pharmaceuticals, Inc. (Nasdaq: XERS), a specialty pharmaceutical company leveraging its novel technology platforms to develop and commercialize ready-to-use injectable and infusible drug formulations, today announced the pricing of the Company’s public offering of 5,880,000 shares of common stock at a public offering price of $10.00 per share, before underwriting discounts, for gross proceeds of $58.8 million. All shares of common stock will be offered by Xeris. The Company has also granted the underwriters a 30-day option to purchase from the Company up to an additional 882,000 shares of common stock at the public offering price, less the underwriting discount. The offering is expected to close on February 19, 2019, subject to customary closing conditions.
Jefferies, SVB Leerink, RBC Capital Markets and Mizuho Securities are acting as joint book running managers for the offering.
A registration statement relating to the shares being sold in this offering was declared effective by the Securities and Exchange Commission on February 13, 2019. The offering of these shares will be made only by means of a prospectus. Copies of the prospectus can be obtained from Jefferies LLC, Attention: Equity Syndicate Prospectus Departments, 520 Madison Avenue, 2nd Floor, New York, NY 10022; by phone at (877) 821-7388; or by email at Prospectus_Department@Jefferies.com; SVB Leerink LLC, Attention: Syndicate Department, One Federal Street, 37th Floor, Boston, MA 02110; by phone at (800) 808-7525, ext. 6132; or by email at syndicate@svbleerink.com; RBC Capital Markets, LLC, Attention: Equity Syndicate Department, 200 Vesey Street, 8th Floor, New York, NY 10281; by phone at (877) 822-4089; or by email at equityprospectus@rbccm.com; or Mizuho Securities USA LLC, Attention: Equity Capital Markets, 320 Park Ave., 12th Floor, New York, NY 10022-6815; by phone at (212) 205-7600; or by email at US-ECM@mizuhogroup.com.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
About Xeris Pharmaceuticals, Inc.
Xeris is a specialty pharmaceutical company leveraging its novel technology platforms to develop and commercialize ready-to-use, room-temperature stable injectable and infusible drug formulations.
Investor Contact
Allison Wey
Senior Vice President, Investor Relations and Corporate Communications
awey@xerispharma.com
312-736-1237