Xeris Biopharma Holdings, Inc. (Nasdaq: XERS) (“Xeris” or the
“Company”), a biopharmaceutical company developing and
commercializing unique therapies for patient populations in
endocrinology, neurology, and gastroenterology, today announced
that on January 2, 2022, it entered into a securities purchase
agreement in connection with a private placement (the “Private
Placement”) with an affiliate of Armistice Capital, LLC
(“Armistice”) for aggregate gross proceeds of approximately $30.0
million. The Private Placement is expected to close on or around
January 3, 2022.
In accordance with the Purchase Agreement, the Company will
issue to Armistice an aggregate of (i) 10,238,908 shares (the
“Shares”) of the Company’s common stock, par value $0.0001 per
share (the “Common Stock”) at a purchase price of $2.93 per Share,
which was the closing price on December 31, 2021, resulting in
aggregate gross proceeds of approximately $30.0 million, and (ii)
warrants (the “Warrants”) to purchase an aggregate of 5,119,454
shares of Common Stock at an exercise price of $3.223 per share,
resulting in aggregate gross proceeds of approximately $16.5
million if fully exercised. The Warrants will become exercisable
immediately upon the closing and have a term of five years from the
earliest of the date (a) of effectiveness of the Resale
Registration Statement, (b) all of the Shares and the Common Stock
issuable upon exercise of the Warrants (the “Warrant Shares”) have
been sold pursuant to Rule 144 or may be sold pursuant to Rule 144
without the requirement for the Company to be in compliance with
the current public information required under Rule 144 and without
volume or manner-of-sale restrictions, (c) following the one-year
anniversary of the date of closing provided that the holder of
Shares or Warrant Shares is not an affiliate of the Company, or (d)
all of the Shares and Warrant Shares may be sold pursuant to an
exemption from registration under Section 4(a)(1) of the Securities
Act without volume or manner-of-sale restrictions.
The Company expects to use the net proceeds from the Private
Placement to support its operations, including for selling and
marketing its three commercial products, clinical trials, working
capital, and other general corporate purposes.
The securities to be issued and sold in the Private placement
will not, upon issuance, be registered under the Securities Act of
1933, as amended (the “Securities Act”), or any state securities
laws, and may not be offered or sold in the United States absent
registration under the Securities Act or an applicable exemption
from the registration requirements of the Securities Act. The
Company has agreed to file a registration statement (the “Resale
Registration Statement”) with the Securities and Exchange
Commission to register the resale of the Shares and the Warrant
Shares described above.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor may there be any sale of any
securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
About Xeris Biopharma
Xeris (Nasdaq: XERS) is a biopharmaceutical company developing
and commercializing unique therapies for patient populations in
endocrinology, neurology, and gastroenterology. Xeris has two
commercially available products; Gvoke®, a ready-to-use liquid
glucagon for the treatment of severe hypoglycemia, and Keveyis®,
the first and only FDA-approved therapy for primary periodic
paralysis. In addition, Recorlev® was recently approved by the U.S.
Food and Drug Administration for the treatment of endogenous
Cushing’s syndrome. Xeris also has a robust pipeline of development
programs to extend the current marketed products into important new
indications and uses and bring new products forward using its
proprietary formulation technology platforms, XeriSol™ and
XeriJect™, supporting long-term product development and commercial
success.
Xeris is headquartered in Chicago, IL. For more information,
visit www.xerispharma.com or follow us 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 potential sale of shares of Common Stock
and Warrants in the Private Placement, the anticipated use of
proceeds from the Private Placement, the timing of filing of the
Resale Registration Statement, and other statements containing the
words “will,” “would,” “continue,” and similar expressions,
constitute forward-looking statements within the meaning of The
Private Securities Litigation Reform Act of 1995. These
forward-looking statements are subject to risks and uncertainties
that may cause actual results to differ materially from those
indicated in the forward-looking statements. Such risks and
uncertainties include, but are not limited to, fluctuations in
Xeris’ stock price; the anticipated use of the proceeds of the
Private Placement; Xeris’ ability to satisfy customary closing
conditions related to the Private Placement and to consummate the
Private Placement, reliance on third-party suppliers for Gvoke®,
Ogluo®, Keveyis®, and Recorlev®, the regulatory approval of its
product candidates, its ability to market and sell its products,
the impact of the COVID-19 pandemic on Xeris, changes in global,
political, economic, business, competitive, market and regulatory
forces, future exchange and interest rates, changes in tax laws,
regulations, rates and policies, future business acquisitions or
disposals and competitive developments, and the other risks
described in Xeris’ Quarterly Report on Form 10-Q and other reports
we file from time to time with the SEC. 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, 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 factors described
in the context of such forward-looking statements in this
communication could cause Xeris’ plans with respect to the Private
Placement, Xeris’ plans with respect to its products and product
candidates, Xeris’ actual results, performance or achievements,
industry results and developments to differ materially from those
expressed in or implied by such forward-looking statements.
Although it is believed that the expectations reflected in such
forward-looking statements are reasonable, no assurance can be
given that such expectations will prove to have been correct and
persons reading this communication are therefore cautioned not to
place undue reliance on these forward-looking statements which
speak only as at the date of this communication. Additional
information about economic, competitive, governmental,
technological, and other factors that may affect Xeris is set forth
in Item 1A, “Risk Factors,” in Xeris’ 2020 Annual Report on Form
10-K, which has been filed with the SEC, and other important
factors in Xeris’ subsequent filings with the SEC, the contents of
which are not incorporated by reference into, nor do they form part
of, this communication. Any forward-looking statements in this
communication are based upon information available to Xeris, as of
the date of this communication and, while believed to be true when
made, may ultimately prove to be incorrect. Subject to any
obligations under applicable law, Xeris 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. All subsequent written and
oral forward-looking statements attributable to Xeris or any person
acting on behalf of any of them are expressly qualified in their
entirety by this paragraph.
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version on businesswire.com: https://www.businesswire.com/news/home/20220103005122/en/
Investor Contact Allison Wey Senior Vice President,
Investor Relations and Corporate Communications
awey@xerispharma.com (312) 736-1237
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