Xeris Biopharma Holdings, Inc. (Nasdaq: XERS), a growth-oriented
biopharmaceutical company committed to improving patients’ lives by
developing and commercializing innovative products across a range
of therapies, today announced that on September 26, 2023, it and
Xeris Pharmaceuticals, Inc., a wholly owned subsidiary of Xeris
(the “Guarantor”), entered into separate, privately negotiated
exchange agreements (the “Exchange Agreements”) with certain
holders of the Guarantor’s outstanding 5.00% Convertible Senior
Notes due 2025 (the “Existing Notes”), pursuant to which Xeris will
exchange $31,975,000 in aggregate principal amount of the Existing
Notes for $33,574,000 in aggregate principal amount of Xeris’ new
8.00% Convertible Senior Notes due 2028 (the “New Notes”) (the
“Exchange Transactions”), in each case, pursuant to the exemption
from registration provided by Section 4(a)(2) under the Securities
Act of 1933, as amended (the “Securities Act”). The Exchange
Transactions are expected to close on September 29, 2023 (the
“Closing Date”), subject to customary closing conditions.
“We are very pleased to have exchanged approximately two-thirds
of our 5% Convertible Senior Notes due in 2025 for 8% Convertible
Senior Notes due in July 2028. Importantly, we were able to achieve
this three-year extension without changing the original $3.06
conversion price,” said Steven Pieper, Xeris’ Chief Financial
Officer. “With only $15 million of the 2025 convertible notes
remaining, coupled with our healthy cash position, we have created
significant financial flexibility to run our business with no other
debt coming due until 2027.”
The New Notes will be senior, unsecured obligations of Xeris and
will be guaranteed by the Guarantor. The New Notes will bear
interest at a rate of 8.00% per year. Interest will be payable
semi-annually in arrears on January 15 and July 15 of each year,
beginning on January 15, 2024. The New Notes will mature on July
15, 2028, unless earlier repurchased, redeemed or converted. The
initial conversion rate for the New Notes is 326.7974 shares of
Xeris’ common stock per $1,000 principal amount of Notes (which is
equivalent to an initial conversion price of approximately $3.06
per share, which represents a premium of approximately 68% over the
last reported sale price of Xeris’ common stock on September 26,
2023). The New Notes will be convertible at the option of the
holders of New Notes at any time before the close of business on
the second scheduled trading day immediately before the maturity
date. Conversions of the New Notes will be settled in shares of
Xeris’ common stock together with cash in lieu of any fractional
share, if applicable.
The New Notes will be redeemable, in whole but not in part, at
Xeris’ option at any time on or after July 20, 2026, at a cash
redemption price equal to the principal amount of the New Notes to
be redeemed, plus accrued and unpaid interest, if any, to, but
excluding, the redemption date but only if the last reported sale
price per share of Xeris’ common stock exceeds 130% of the
conversion price on (i) each of at least 20 trading days, whether
or not consecutive, during the 30 consecutive trading days ending
on, and including, the trading day immediately before the date
Xeris sends the related redemption notice; and (ii) the trading day
immediately before the date Xeris sends such notice.
Holders of the New Notes may require Xeris to repurchase their
New Notes upon the occurrence of certain events that constitute a
fundamental change under the indenture governing the New Notes at a
purchase price equal to 100% of the principal amount thereof, plus
accrued and unpaid interest to, but excluding, the date of
repurchase. In connection with certain corporate events or if Xeris
issues a notice of redemption, Xeris will, under certain
circumstances, increase the conversion rate for holders of New
Notes who elect to convert their New Notes in connection with such
corporate event or convert their New Notes called for redemption
for a specified period of time.
This announcement does not constitute an offer to sell, nor is
it a solicitation of an offer to buy, the New Notes or Xeris’
common stock, nor shall there be any sale of these securities in
any state or jurisdiction in which such an offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any state or any jurisdiction.
Evercore acted as financial advisor to the Company in connection
with the Exchange Transactions.
About Xeris
Xeris (Nasdaq: XERS) is a growth-oriented biopharmaceutical
company committed to improving patients’ lives by developing and
commercializing innovative products across a range of therapies.
Xeris has three commercially available products: Gvoke®, a
ready-to-use liquid glucagon for the treatment of severe
hypoglycemia; Keveyis®, a proven therapy for primary periodic
paralysis; and Recorlev® for the treatment of endogenous Cushing’s
syndrome. Xeris has a pipeline of development and partnered
programs using its formulation sciences, XeriSol™ and XeriJect™, to
support long-term product development and commercial success.
Xeris is headquartered in Chicago, IL. For more information,
visit www.xerispharma.com, or follow Xeris on Twitter, LinkedIn or
Instagram.
Forward-Looking Statements
Any statements in this press release about future expectations,
plans and prospects for Xeris Biopharma Holdings, Inc. including
statements regarding the Exchange Transactions, the principal
amount of the Existing Notes subject to the exchange, the closing
date for the Exchange Transactions, the resulting allocation of
principal between the Existing Notes and New Notes, and other
statements containing the words “will,” “would,” “continue,”
“expect,” “anticipate” and similar expressions, constitute
forward-looking statements within the meaning of The Private
Securities Litigation Reform Act of 1995. These forward-looking
statements are based on numerous assumptions and assessments made
in light of Xeris’ experience and perception of historical trends,
current conditions, business strategies, operating environment,
future developments, geopolitical factors and other factors it
believes appropriate. By their nature, forward-looking statements
involve known and unknown risks and uncertainties because they
relate to events and depend on circumstances that will occur in the
future. The various factors that could cause Xeris’ actual results
to differ materially from those expressed in or implied by such
forward-looking statements, include the risk that one or more of
the holders of the Existing Notes participating in the Exchange
Transactions do not deliver their Existing Notes to Xeris for
exchange when required pursuant to the terms of the Exchange
Agreements or at all. No assurance can be given that such
expectations will be realized and persons reading this
communication are, therefore, cautioned not to place undue reliance
on these forward-looking statements. Additional information about
potential impacts of financial, operational, economic, competitive,
regulatory, governmental, technological, and other factors that may
affect Xeris can be found in Xeris’ filings, including its most
recently filed Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission, the contents of which are not
incorporated by reference into, nor do they form part of, this
communication. Forward-looking statements in this communication are
based on information available to us, as of the date of this
communication and, while believed to be reasonable, actual results
may differ materially. Subject to any obligations under applicable
law, we do not undertake any obligation to update any
forward-looking statement whether as a result of new information,
future developments or otherwise, or to conform any forward-looking
statement to actual results, future events, or to changes in
expectations.
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version on businesswire.com: https://www.businesswire.com/news/home/20230927968185/en/
Investor Contact Allison Wey Senior Vice President,
Investor Relations and Corporate Communications
awey@xerispharma.com
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