Xeris Biopharma (NASDAQ: XERS) to retire $23M of 8% notes in cash-and-stock deal
Rhea-AI Filing Summary
Xeris Biopharma Holdings entered into privately negotiated exchange agreements with certain holders of its 8.00% Convertible Senior Notes due 2028. The company will retire approximately $23 million in aggregate principal amount of these notes in exchange for $23 million in cash plus shares of common stock, with the share amount based on the 21‑day volume‑weighted average price starting June 11, 2026.
The company expects the exchange to close on or about July 15, 2026, funded with existing liquidity. Following the exchange, $10.5 million principal of the notes will remain outstanding. A related press release states this will eliminate about $23 million of debt and reduce annual interest expense by roughly $2 million, and, assuming a share price of $6.71, Xeris estimates issuing about 4.6 million shares.
Positive
- Material reduction in high-cost debt and interest expense: The company plans to retire approximately $23 million principal of 8.00% Convertible Senior Notes due 2028, leaving $10.5 million outstanding and reducing annual interest expense by about $2 million, improving its capital structure and lowering ongoing cash interest costs.
Negative
- Equity dilution from share issuance: As part of the exchange, Xeris expects to issue a meaningful number of common shares (illustratively about 4.6 million at a $6.71 price), which increases the share count and dilutes existing stockholders, with the final amount tied to the 21‑day volume‑weighted average price.
Insights
Xeris plans a sizable debt-for-cash-and-stock exchange that cuts interest but adds dilution.
Xeris Biopharma has agreed to exchange approximately $23 million principal of its 8.00% Convertible Senior Notes due 2028. Holders receive cash equal to principal plus common stock determined by a 21‑day volume‑weighted average price starting June 11, 2026. This is a negotiated liability management transaction rather than a public offering.
The company expects to fund the $23 million cash component from liquidity on hand, while eliminating notes that carried an 8.00% coupon. The press release indicates about $2 million in annual interest savings and leaves only $10.5 million principal outstanding, materially shrinking this debt layer.
At an illustrative price of $6.71 per share, Xeris estimates issuing about 4.6 million shares, which increases the equity base. The net effect is lower leverage and interest expense, offset by additional share issuance; the ultimate impact depends on the actual average trading price during the 21‑day period.
8-K Event Classification
3 items: 3.02, 8.01, 9.01
3 items
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Notes exchanged: $23 million principal
Interest rate: 8.00%
Notes remaining: $10.5 million principal
+4 more
7 metrics
Notes exchanged
$23 million principal
Aggregate principal of 8.00% Convertible Senior Notes due 2028 to be exchanged
Interest rate
8.00%
Coupon on Convertible Senior Notes due 2028
Notes remaining
$10.5 million principal
Principal of 8.00% Convertible Senior Notes due 2028 outstanding after exchange
Expected annual interest savings
$2 million
Estimated reduction in yearly interest expense after retiring $23 million of notes
Illustrative share price
$6.71 per share
Assumed volume-weighted average price for estimating share issuance
Estimated shares issued
4.6 million shares
Estimated common shares to be issued at $6.71 illustrative price
Averaging period length
21 trading days
Period over which volume-weighted average price is calculated
Key Terms
Convertible Senior Notes, volume-weighted average price, Section 4(a)(2) of the Securities Act, accredited investor, +2 more
6 terms
Convertible Senior Notes financial
"8.00% Convertible Senior Notes due 2028 (the “2028 Notes”)"
Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.
volume-weighted average price financial
"determined based upon the volume-weighted average price per share of the Company’s common stock"
Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.
Section 4(a)(2) of the Securities Act regulatory
"issued in a private placement in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act"
A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.
accredited investor regulatory
"it is an institutional “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D"
An accredited investor is an individual or entity that meets certain financial criteria, such as having a high income or significant net worth, allowing them to invest in private or less regulated investment opportunities. This status matters because it grants access to investments that are often riskier or less available to the general public, reflecting a higher level of financial knowledge or resources.
qualified institutional buyer regulatory
"it and any account for which it is acting is a “qualified institutional buyer” as defined in Rule 144A under the Securities Act"
A qualified institutional buyer is a large organization, such as a big investment firm or pension fund, that is trusted to handle complex or substantial financial transactions on its own. Because of their size and expertise, they can trade certain securities without the same level of oversight required for individual investors, making markets more efficient. This status helps facilitate large-scale investments and can provide access to exclusive financial opportunities.
forward-looking statements regulatory
"Certain statements in this communication relating to, among other things, the Exchange Agreements and the transactions contemplated thereby constitute forward-looking statements"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What transaction did Xeris Biopharma (XERS) announce regarding its 8.00% Convertible Senior Notes due 2028?
Xeris agreed to privately exchange about $23 million principal of its 8.00% Convertible Senior Notes due 2028. Noteholders will receive $23 million in cash plus common stock based on a 21‑day volume‑weighted average price starting June 11, 2026.
How much of Xeris Biopharma’s 2028 convertible notes will remain outstanding after the exchange?
After completing the exchanges, Xeris expects to have $10.5 million in aggregate principal amount of its 8.00% Convertible Senior Notes due 2028 outstanding. The exchanged notes represent about 69% of the originally outstanding principal of this debt series.
What annual interest savings does Xeris Biopharma expect from retiring part of its convertible notes?
By retiring approximately $23 million principal of its 8.00% Convertible Senior Notes due 2028, Xeris expects to reduce annual interest expense by about $2 million. This reflects the 8.00% coupon on the notes being eliminated for the exchanged principal amount.
How will Xeris Biopharma fund the cash portion of its convertible note exchange?
Xeris plans to fund the roughly $23 million cash component of the exchange consideration using liquidity on hand. The transaction combines this cash payment with newly issued common shares to retire a large portion of its 8.00% Convertible Senior Notes due 2028.
When is the closing of Xeris Biopharma’s convertible note exchange expected to occur?
The exchange is expected to close on or about July 15, 2026, subject to customary closing conditions. The share portion of the consideration will be based on the volume-weighted average price over the 21 trading days beginning June 11, 2026.
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): June 10, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||||||||
(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)) | ||||||||||||||||||||||||||
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||||||||||||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||||||||||||||
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 3.02 Unregistered Sales of Equity Securities.
On June 10, 2026, Xeris Biopharma Holdings, Inc. (the “Company”) entered into privately negotiated exchange agreements (the “Exchange Agreements”) with certain holders (the “Noteholders”) of its 8.00% Convertible Senior Notes due 2028 (the “2028 Notes”), pursuant to which the Noteholders have agreed to exchange (the “Exchange”) approximately $23 million in aggregate principal amount of the outstanding 2028 Notes for a combination of cash and shares of the Company’s common stock (the “Exchange Consideration”). The cash portion of the Exchange Consideration will represent the principal amount of the 2028 Notes being exchanged and the share portion of the Exchange Consideration will be determined based upon the volume-weighted average price per share of the Company’s common stock during a 21 trading day averaging period commencing on June 11, 2026. The Company intends to fund the cash portion of the Exchange Consideration with liquidity on-hand. The closing of the Exchange is expected to occur on or about July 15, 2026, subject to customary closing conditions.
The shares of the Company’s common stock to be issued in the Exchange will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and will be issued in a private placement in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. The Company is relying, in part, upon representations from each Noteholder that, among other things, (i) it is an institutional “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act and (ii) it and any account for which it is acting is a “qualified institutional buyer” as defined in Rule 144A under the Securities Act.
The 2028 Notes to be exchanged represent approximately 69% of the outstanding principal amount thereof. Following the Exchange, $10.5 million in aggregate principal amount of the 2028 Notes will remain outstanding.
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy shares of common stock
or any other securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such an offer,
solicitation or sale would be unlawful.
Item 8.01 Other Events.
On June 11, 2026, the Company issued a press release announcing entry into the Exchange Agreements. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Special Note Regarding Forward-Looking Statements
Certain statements in this Current Report on Form 8-K relating to, among other things, the Exchange Agreements and the transactions contemplated thereby constitute forward-looking statements under The Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, the Exchange Consideration and the expected timing of the Exchange. These forward-looking statements are based on numerous assumptions and assessments made in light of the Company’s experience 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. 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.
Forward-looking statements in this Current Report on Form 8-K are based on information available to management, as of the date of this communication and, while the Company believes its assumptions are reasonable, actual results may differ materially. Subject to any obligations under applicable law, the Company does 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number | Description | |||||||
| 99.1 | Press release, dated June 11, 2026, issued by the Company | |||||||
| 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: June 11, 2026 | Xeris Biopharma Holdings, Inc. | |||||||||||||
| By: | /s/ Steven M. Pieper | |||||||||||||
| Name: Steven M. Pieper | ||||||||||||||
Title: Chief Financial Officer | ||||||||||||||
Exhibit 99.1
XERIS BIOPHARMA ANNOUNCES PRIVATE EXCHANGE OF CONVERTIBLE NOTES
Eliminates approximately $23 million of debt, resulting in approximately $2 million in annual interest savings Principal to be paid in cash, remainder in common stock
CHICAGO, IL; June 11, 2026 – Xeris Biopharma Holdings, Inc. (Nasdaq: XERS), a fast-growing biopharmaceutical company committed to improving patient lives by developing and commercializing innovative products across a range of therapies, today announced that it has entered into separate, privately negotiated exchange agreements with certain holders of its 8.00% Convertible Senior Notes due 2028 (the “Notes”). Pursuant to the exchange agreements, Xeris has agreed, subject to customary closing conditions, to retire approximately $23 million aggregate principal amount of the Notes for exchange consideration consisting of approximately $23 million in cash and a number of shares of its common stock that will be determined based upon the volume-weighted average price per share of Xeris’ common stock over a 21 trading day averaging period commencing on June 11, 2026. Assuming the per share volume-weighted average price of Xeris’ common stock during each day of the averaging period is $6.71 (the closing price of Xeris’ common stock on June 10, 2026), Xeris expects to issue an aggregate of approximately 4.6 million shares of common stock upon consummation of the exchanges. Following the closing of the exchanges, Xeris will have $10.5 million in aggregate principal amount of the Notes outstanding.
Morgan Stanley acted as placement agent to the Company in connection with the exchanges.
The exchanges are being conducted pursuant to the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended (the “Securities Act”). The shares of Xeris’ common stock to be issued in connection with the exchanges have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.
About Xeris
Xeris (Nasdaq: XERS) is a fast-growing biopharmaceutical company committed to improving patient lives by developing and commercializing innovative products across a range of therapies. Xeris has three commercially available products: Recorlev®, for the treatment of endogenous Cushing’s syndrome; Gvoke®, a ready-to-use liquid glucagon for the treatment of severe hypoglycemia; and Keveyis®, a proven therapy for primary periodic paralysis. Xeris also has a pipeline of development programs led by XP-8121, a Phase 3-ready, once-weekly subcutaneous injection for hypothyroidism, as well as multiple early-stage programs leveraging Xeris’ technology platforms, XeriSol® and XeriJect®, for its partners.
Xeris Biopharma Holdings is headquartered in Chicago, IL.
Forward-Looking Statements
Any statements in this press release other than statements of historical fact are forward-looking statements. Forward-looking statements include, but are not limited to, statements about future expectations, plans, opportunities, and prospects for the Company, including statements, among other things, regarding the exchange agreements, the transactions contemplated thereunder, and the exchange consideration, including the number of shares of Xeris common stock that may be issued upon consummation of the exchanges with certain holders of its 8.00% Convertible Senior Notes due 2028. Because such statements are subject to risks and uncertainties, they 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 the Company’s experience 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. No assurance can be given that such expectations will be realized and persons reading this
Exhibit 99.1
communication are, therefore, cautioned not to place undue reliance on these forward-looking statements. Additional risks and information about potential impacts of financial, operational, economic, competitive, regulatory, governmental, technological, and other factors that may affect the Company can be found in the Company’s filings, including its most recently filed Annual Report on Form 10-K and subsequent filings with the U.S. Securities and Exchange Commission (“SEC”), the contents of which are not incorporated by reference into, nor do they form part of, this communication. The risks described herein and in the Company’s SEC filings are not the only risks the Company faces. Additional risks and uncertainties not currently known to it or that it currently deems immaterial may also impact its business operations or financial results. Forward-looking statements in this report are based on information available to management, as of the date of this communication and, while the Company believes its assumptions are reasonable, actual results may differ materially. Subject to any obligations under applicable law, the Company does 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.
Investor Contact
Allison Wey
Senior Vice President, Investor Relations and Corporate Communications
awey@xerispharma.com
Allison Wey
Senior Vice President, Investor Relations and Corporate Communications
awey@xerispharma.com