Xeris Biopharma (Nasdaq: XERS) ends 8% 2028 notes via cash and stock
Rhea-AI Filing Summary
On July 15, 2026, Xeris Biopharma Holdings, Inc. completed privately negotiated exchange transactions with certain holders of its 8.00% Convertible Senior Notes due 2028. These holders exchanged approximately $23 million in aggregate principal amount of the notes for approximately 5.0 million shares of common stock and approximately $23 million in cash, funded with liquidity on-hand, and the exchanged notes were immediately cancelled.
Separately, a holder of $10.5 million in principal amount of the 2028 notes elected to convert those notes into approximately 3.6 million shares of common stock. After the exchange transactions and this conversion, no 2028 notes remain outstanding. Shares issued in the exchanges relied on the Section 4(a)(2) exemption under the Securities Act, while shares issued in the conversion relied on Section 3(a)(9), with exchanging noteholders representing accredited investor and qualified institutional buyer status.
Positive
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Negative
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8-K Event Classification
2 items: 3.02, 8.01
2 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.
Key Figures
Notes exchanged: $23 million principal amount
Shares issued in exchange: approximately 5.0 million shares
Cash paid in exchange: approximately $23 million
+2 more
5 metrics
Notes exchanged
$23 million principal amount
Aggregate principal of 8.00% Convertible Senior Notes due 2028 exchanged on July 15, 2026
Shares issued in exchange
approximately 5.0 million shares
Common stock issued as part of the exchange consideration for the 2028 notes
Cash paid in exchange
approximately $23 million
Cash portion of the exchange consideration funded with liquidity on-hand
Notes converted
$10.5 million principal amount
Principal of 8.00% Convertible Senior Notes due 2028 elected for conversion
Shares issued upon conversion
approximately 3.6 million shares
Common stock issued upon conversion of $10.5 million principal of 2028 notes
Key Terms
8.00% Convertible Senior Notes due 2028, Section 4(a)(2), accredited investor, qualified institutional buyer, +1 more
5 terms
8.00% Convertible Senior Notes due 2028 financial
"holders of its 8.00% Convertible Senior Notes due 2028 (the “2028 Notes”)"
Section 4(a)(2) regulatory
"issued in a private placement in reliance on the exemption from registration provided by Section 4(a)(2)"
Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.
accredited investor financial
"it is an institutional “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7)"
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 financial
"it and any account for which it is acting is a “qualified institutional buyer” as defined in Rule 144A"
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.
Section 3(a)(9) regulatory
"issued in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act"
Section 3(a)(9) is a provision of U.S. securities law that exempts certain exchanges of an issuer’s own securities with its existing holders from the usual public registration rules, typically when the swap doesn’t involve a public offering or outside buyers. For investors, it matters because such exchanges can change who holds what, affect dilution and liquidity, and may occur with less public disclosure than a registered sale — think of it like swapping old coupons for new ones behind the scenes rather than selling them in a public marketplace.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did XERS do with its 8.00% Convertible Senior Notes due 2028?
Xeris Biopharma retired its 8.00% Convertible Senior Notes due 2028. Holders exchanged $23 million of notes for shares and cash, and another $10.5 million was converted into shares, so no 2028 notes remain outstanding after these transactions.
How were the $23 million of 2028 notes exchanged by XERS noteholders structured?
Certain Xeris Biopharma noteholders exchanged approximately $23 million principal of 8.00% 2028 notes. They received about 5.0 million common shares plus approximately $23 million in cash, together described as the exchange consideration, and the exchanged notes were immediately cancelled upon completion.
What separate conversion of XERS 2028 notes occurred on July 15, 2026?
On July 15, 2026, a holder of $10.5 million principal of Xeris Biopharma’s 8.00% 2028 notes elected to convert. That holder received approximately 3.6 million shares of common stock, and those notes were converted rather than exchanged for any cash component.
What investor qualifications applied to XERS exchanging noteholders in the private transactions?
Exchanging noteholders represented that they were institutional accredited investors and qualified institutional buyers. Specifically, they met Rule 501(a)(1), (2), (3) or (7) accredited investor criteria and qualified as Rule 144A qualified institutional buyers under the Securities Act framework.