Item 1.
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Summary Term Sheet.
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The information set forth under Summary Term SheetOverview and Summary Term SheetQuestions and Answers in the
Offer to Exchange Eligible Options for New Options dated November 10, 2020 (the Exchange Offer), attached hereto as Exhibit (a)(1)(A), is incorporated herein by reference.
Item 2.
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Subject Company Information.
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(a) Name and Address.
Xeris Pharmaceuticals,
Inc., a Delaware corporation (the Company), is the issuer of the securities subject to the Exchange Offer. The Companys principal executive offices are located at 180 N. LaSalle Street, Suite 1600, Chicago, Illinois
60601, and the telephone number of its principal executive offices is (844) 445-5704.
(b) Securities.
This Tender Offer Statement
on Schedule TO relates to an offer by the Company to certain employee optionholders, subject to specified conditions, to exchange some or all of their outstanding options to purchase shares of common stock, par value $0.0001 per share (the
Common Stock), for new options to purchase shares of the Companys Common Stock. The Companys chief executive officer, as disclosed in the Companys Definitive Proxy Statement filed with the Securities and
Exchange Commission on September 2, 2020, and members of the Companys board of directors and executive officers will not be eligible to participate in this offer.
An option will be eligible for exchange (an Eligible Option) if it was granted under the Companys 2011 Stock Option/Stock
Issuance Plan, or the 2011 Plan, or the 2018 Stock Option and Incentive Plan, or the 2018 Plan, which we will collectively refer to as Equity Plans. As of November 10, 2020, approximately 23.3% of our outstanding options constitute Eligible
Options.
Pursuant to the Exchange Offer, in exchange for the tender and cancellation of Eligible Options, the Company will grant new options (each, a
New Option) following the Expiration Time (as defined in the Exchange Offer). The total number of shares of Common Stock underlying a New Option with respect to an exchanged Eligible Option will be determined by dividing
the number of shares of Common Stock underlying the exchanged Eligible Option by the applicable exchange ratio and rounding to the nearest whole number, subject to the terms and conditions described in the Exchange Offer and in the related
accompanying Election Form, the form of which is attached hereto as Exhibit (a)(1)(C).
The information set forth in the Exchange Offer under
Summary Term SheetOverview and Summary Term SheetQuestions and Answers and the information set forth under Section 1 (Eligible Participants; Eligible Options; the Proposed Exchange;
Expiration and Extension of the Exchange Offer), Section 5 (Acceptance of Eligible Options for Exchange; Grant of New Options) and Section 7 (Price Range of Our Common Stock) of the Offering
Memorandum for the Exchange Offer contained in the Exchange Offer (the Offering Memorandum) are incorporated herein by reference.
(c) Trading Market and Price.
The
information set forth under Section 7 (Price Range of Our Common Stock) of the Offering Memorandum is incorporated herein by reference.
Item 3.
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Identity and Background of Filing Person.
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(a) Name and Address.
The Company is both the
filing person and the subject company. The information set forth under Item 2(a) above and under Section 9 (Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Our Securities) of the
Offering Memorandum is incorporated herein by reference.