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): March 25, 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 1600
Chicago, Illinois 60601
(Address of principal executive offices, including zip code)
(844) 445-5704
(Registrants 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 5.02(b). Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 25, 2019, the Board of Directors of Xeris Pharmaceuticals, Inc. (the Company) accepted the resignation of Jonathan Rigby, a class I director, effective as of the expiration of his current term at the Companys 2019 annual meeting of stockholders. In connection with Mr. Rigbys resignation, the Board of Directors of the Company (the Board) has approved a decrease in the number of directors constituting the Board from seven to six, effective as of the Companys 2019 annual meeting of stockholders. Mr. Rigby has been a member of the Board since 2016. He serves on the Boards audit committee and is the Chairman of the Boards nominating and corporate governance committee. Effective as of the date of the Companys 2019 annual meeting of stockholders, (i) all of Mr. Rigbys unvested options shall be fully vested and exercisable and nonforfeitable and (ii) Mr. Rigby shall be permitted to exercise the vested options until the earlier of (a) the two-year anniversary of the date of the Companys 2019 annual meeting of stockholders or (b) the expiration date of such options. Additionally, the Company and Mr. Rigby entered into a consulting agreement for a period of twelve months pursuant to which Mr. Rigby will provide consulting services with respect to general advice on pumps and diabetes at a rate of $4,000 per month.
In connection with Mr. Rigbys resignation, the Board approved the following appointments to the committees of the Board, to be effective immediately following the Companys 2019 annual meeting of stockholders, as follows:
Audit Committee
John Schmid (Chair)
BJ Bormann
Marla Persky
Compensation Committee
BJ Bormann (Chair)
Dawn Halkuff
John Schmid
Jeffrey Sherman
Nominating and Corporate Governance Committee
Marla Persky (Chair)
Dawn Halkuff
Jeffrey Sherman
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: March 26, 2019 | Xeris Pharmaceuticals, Inc. | |||
By: | /s/ Barry Deutsch | |||
Name: | Barry Deutsch | |||
Title: | Chief Financial Officer |