As filed with the Securities and Exchange Commission on August 8, 2024
Registration No. 333-
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
 
 
XERIS BIOPHARMA HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
 
 
 
Delaware 87-1082097
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)

1375 W. Fulton Street, Suite 1300
Chicago, Illinois 60607
1-844-445-5704
(Address of Principal Executive Offices, including Zip Code)

Xeris Pharmaceuticals, Inc. 2018 Employee Stock Purchase Plan
(Full Title of the Plans)
John P. Shannon
Chief Executive Officer
Xeris Biopharma Holdings, Inc.
1375 W. Fulton Street, Suite 1300
Chicago, Illinois 60607
1-844-445-5704
(Name, Address and Telephone Number of Agent For Service)
Copies to:
Joseph C. Theis, Jr., Esq.
Goodwin Procter LLP
100 Northern Avenue
Boston, Massachusetts 02210
(617) 570-1000
 
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
 


Large accelerated filer ☐  Accelerated filer ☒
Non-accelerated filer ☐  Smaller reporting company ☐
   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 7(a)(2)(B) of the Securities Act.  ☐
  





  
EXPLANATORY NOTE
This Registration Statement on Form S-8 is filed for the purposes of registering 6,636,632 additional shares of Common Stock that may be issued under the First Amendment to the Xeris Pharmaceuticals, Inc. 2018 Employee Stock Purchase Plan (as amended, the “ESPP”). On April 23, 2024, the Registrant filed with the Securities and Exchange Commission (the “SEC”) a definitive proxy statement that included proposals to, among other things, increase the number of shares available for issuance under the ESPP by 6,636,632 shares of Common Stock. The proposal to increase the number of shares available for issuance under the ESPP was approved by the Registrant’s stockholders on June 5, 2024. This Registration Statement registers the 6,636,632 additional shares of Common Stock available for issuance under the ESPP.

The additional 6,636,632 shares of Common Stock available for issuance under the ESPP registered pursuant to this Registration Statement are of the same class as other securities relating to the ESPP for which the Registrant’s registration statement filed on Form S-8 (Registration No. 333-260068) on October 5, 2021, is effective. The information contained in the Registrant’s registration statement on Form S-8 (Registration No. 333-260068) is hereby incorporated by reference pursuant to General Instruction E.




  
Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
See the Exhibit Index on the following page for a list of exhibits filed as part of this registration statement, which Exhibit Index is incorporated herein by reference.

  

EXHIBIT INDEX
 
Exhibit
    No.    
  Description
  4.1  
4.2
4.3
  5.1*  
23.1*  
23.2*
23.3*  
24.1*  
107*
 
*Filed herewith.






SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Chicago, Illinois, on August 8, 2024.
 
XERIS BIOPHARMA HOLDINGS, INC.
By: /s/ John P. Shannon
 John P. Shannon
 Chief Executive Officer



POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John P. Shannon and Steven M. Pieper, and each of them, as such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them, for such person and in such person’s name, place and stead, in any and all capacities, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-8 of Xeris Biopharma Holdings, Inc., and any or all amendments (including post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in connection therewith and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or such person’s substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.
 
SignatureTitleDate
/s/ John P. Shannon
Chief Executive Officer and Director
(Principal Executive Officer)
August 8, 2024
John P. Shannon
/s/ Steven M. Pieper
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
August 8, 2024
Steven M. Pieper
/s/ Marla PerskyChairperson of the BoardAugust 8, 2024
Marla Persky
/s/ Ricki FairleyDirectorAugust 8, 2024
Ricki Fairley
/s/ Dawn HalkuffDirectorAugust 8, 2024
Dawn Halkuff
/s/ John H. Johnson

Director
August 8, 2024
John H. Johnson
/s/ Garheng KongDirectorAugust 8, 2024
Garheng Kong
/s/ B.J. BormannDirectorAugust 8, 2024
B.J. Bormann
/s/ John SchmidDirectorAugust 8, 2024
John Schmid
/s/ Jeffrey ShermanDirectorAugust 8, 2024
Jeffrey Sherman


Exhibit 107

Calculation of Filing Fee Table

Form S-8
(Form Type)
Xeris Biopharma Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security TypeSecurity Class TitleFee Calculation RuleAmount Registered (1)Proposed Maximum Offering Price Per ShareMaximum Aggregate Offering PriceFee RateAmount of Registration Fee
Equity2018 Employee Stock Purchase Plan Common Stock, $0.0001 par value per shareOther (2)
6,636,632 (3)
1.90$12,608,273.00$0.00014760$1,860.98
Total Offering Amounts$12,608,273.00—
Total Fees Previously Paid—
Total Fee Offsets—
Net Fee Due$1,860.98
(1) In accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions effected without the receipt of consideration which results in an increase in the number of the outstanding shares of the registrant’s common stock, $0.0001 par value per share (“Common Stock”).
(2)    The price of $1.90 per share, which is 85% of the average of the high and low sale prices of the Common Stock of the registrant as quoted on the Nasdaq Global Market on August 5, 2024, is set forth solely for purposes of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act, and has been used as these shares are without a fixed price. Pursuant to the Xeris Pharmaceuticals, Inc. 2018 Employee Stock Purchase Plan (as amended, the “ ESPP”), the purchase price of the shares of Common Stock reserved for issuance thereunder will be 85% of the fair market value of a share of Common Stock on the first trading day of the offering period or on the exercise date, whichever is less.
(3)    Consists of 6,636,632 additional shares issuable under the First Amendment to the ESPP. On April 23, 2024, the Registrant filed with the Securities and Exchange Commission (the “SEC”) a definitive proxy statement that included proposals to, among other things, increase the number of shares available for issuance under the ESPP by 6,636,632 shares of Common Stock. The proposal to increase the number of shares available for issuance under the ESPP was approved by the Registrant’s stockholders on June 5, 2024. Shares available for issuance under the ESPP were previously registered on registration statement on Form S-8 (File No. 333-260068) filed with the SEC on October 5, 2021.

        Exhibit 5.1
August 8, 2024
Xeris Biopharma Holdings, Inc.
1375 West Fulton Street, Suite 1300
Chicago IL, 60607

Re: Securities Being Registered under Registration Statement on Form S-8
We have acted as your counsel in connection with your filing of a Registration Statement on Form S-8 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof relating to an aggregate of 6,636,632 shares (the “Shares”) of Common Stock, par value $0.0001 per share (“Common Stock”), of Xeris Biopharma Holdings, Inc., a Delaware corporation (the “Company”), that may be issued pursuant to the Xeris Pharmaceuticals, Inc. 2018 Employee Stock Purchase Plan (the “Plan”).
We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinion set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.
For purposes of the opinion set forth below, we have assumed that, at the time Shares are issued, the total number of then unissued Shares, when added to the number of shares of Common Stock issued, subscribed for, or otherwise committed to be issued, does not exceed the number of shares of Common Stock authorized by the Company’s certificate of incorporation.
The opinion set forth below is limited to the Delaware General Corporation Law.
Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, when delivered against payment therefor in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable.
This opinion letter and the opinion it contains shall be interpreted in accordance with the Core Opinion Principles as published in 74 Business Lawyer 815 (Summer 2019).
We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
Very truly yours,

/S/ GOODWIN PROCTER LLP

GOODWIN PROCTER LLP


Exhibit 23.1


Consent of Independent Registered Public Accounting Firm


We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Xeris Pharmaceuticals, Inc. 2018 Employee Stock Purchase Plan, as amended, of our reports dated March 6, 2024, with respect to the consolidated financial statements of Xeris Biopharma Holdings, Inc. and the effectiveness of internal control over financial reporting of Xeris Biopharma Holdings, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2023, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP
Grand Rapids, Michigan
August 8, 2024


Exhibit 23.2


Consent of Independent Registered Public Accounting Firm


We consent to the use of our report dated March 8, 2023, with respect to the consolidated financial statements of Xeris Biopharma Holdings, Inc., incorporated herein by reference.

/s/ KPMG LLP
Chicago, Illinois
August 8, 2024

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