Item 8.01 Other Events.
As previously reported,Xeris Biopharma Holdings, Inc. ("Xeris" or the "Company") completed its acquisition (the "Acquisition") ofStrongbridge Biopharma plc , an Irish public limited company ("Strongbridge") onOctober 5, 2021 (the "Acquisition Closing Date"). Upon completion of the Acquisition, (a) the Company acquired Strongbridge by means of a scheme of arrangement (the "Scheme") under Irish law pursuant to which the Company acquired all of the outstanding ordinary shares of Strongbridge ("Strongbridge Shares") in exchange for (i) 0.7840 of a share of the Company's common stock ("Company Shares") and cash in lieu of fractions of Company Shares in exchange for each Strongbridge Share held by such Strongbridge shareholders and (ii) one (1) non-tradeable contingent value right ("CVR"), worth up to a maximum of$1.00 per Strongbridge Share settleable in cash, additional Company Shares, or a combination of cash and additional Company Shares, at the Company's sole election and (b)Wells MergerSub, Inc. merged with and intoXeris Pharmaceuticals, Inc. ("Xeris Pharma") with Xeris Pharma as the surviving corporation in the merger (the "Merger," and the Merger together with the Acquisition, the "Transactions"). Upon completion of the Merger, (a) each share of Xeris Pharma common stock was assumed by the Company and converted into the right to receive one Company Share and any cash in lieu of fractional entitlements due to a Xeris Pharma shareholder and (b) each Xeris Pharma option, stock appreciation right, restricted share award and other Xeris Pharma share based award that was outstanding was assumed by the Company and converted into an equivalent equity award of the Company, which award was subject to the same number of shares and the same terms and conditions as were applicable to the Xeris Pharma award in respect of which it was issued. This Current Report on Form 8-K is being filed in order to provide as Exhibit 99.1 hereto the unaudited consolidated financial statements of Strongbridge for the nine months endedSeptember 30, 2021 , and as Exhibit 99.2 hereto the unaudited pro forma condensed consolidated financial information of Xeris Pharma and Strongbridge for the nine months endedSeptember 30, 2021 . The pro forma condensed consolidated financial information included herein has been presented for informational purposes only and is not necessarily indicative of the combined financial position or results of operations that would have been realized had the Transactions occurred as of the dates indicated, nor is it meant to be indicative of any anticipated combined financial position or future results of operations that Xeris may experience after the Transactions. The purpose of this Current Report on Form 8-K is to, among other things, file the financial statements of Strongbridge and pro forma condensed consolidated financial information discussed above, and to allow such financial information to be incorporated by reference into Xeris's registration statements filed with theSecurities and Exchange Commission .
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired. The unaudited consolidated financial statements of Strongbridge as ofSeptember 30, 2021 and for the nine months endedSeptember 30, 2021 , together with the related notes to the financial statements, are filed as Exhibit 99.1 to this Current Report on Form 8-K and are incorporated herein by reference. (b) Pro forma financial information. The following unaudited pro forma condensed combined financial information of the Company, giving effect to the Transactions as if it had been completed onJanuary 1, 2020 , is included in Exhibit 99.2 hereto: •Unaudited Pro Forma Condensed Balance Sheet as ofSeptember 30, 2021 •Unaudited Pro Forma Condensed Combined Statement of Operations for the year endedDecember 31, 2020 •Unaudited Pro Forma Condensed Combined Statement of Operations for the nine months endedSeptember 30, 2021 •Notes to the unaudited Pro Forma Condensed Combined Financial Information
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
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Exhibit Number Description Unaudited consolidated financial statement of Strongbridge 99.1 Biopharma plc for the nine months ended September 3 0 , 2021 Unaudited p ro f orma c ondensed c ombined f inancial i nformation of Xeris Biopharm a 99.2 Holding s, Inc. Cover Page Interactive Data File (embedded within the Inline XBRL 104 document)
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