UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 30, 2019
_______________________________
XERIS PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
______________________________
DELAWARE | 001-38536 | 20-3352427 | |||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||
180 N. LaSalle Street, Suite 1600 Chicago, Illinois 60601 | |||||
(Address of principal executive offices, including zip code) | |||||
(844) 445-5704 | |||||
(Registrant's telephone number, including area code) | |||||
Not Applicable | |||||
(Former name or former address, if changed since last report) | |||||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | ||||||||
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||||
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||||
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||||
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||||
Securities registered pursuant to Section 12(b) of the Act: | ||||||||
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Common Stock, par value $0.0001 per share | XERS | The Nasdaq Global Select Market | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). | ||||||||
Emerging growth company þ | ||||||||
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 13(a) of the Exchange Act. ¨ | ||||||||
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 30, 2019, the Board of Directors (the “Board”) of Xeris Pharmaceuticals, Inc. (the “Company”) unanimously appointed Mark Thierer to fill the newly created vacancy on the Board resulting from an increase in the size of the Board from six (6) directors to seven (7) directors. Upon his appointment to the Board, Mr. Thierer became a member of the class of directors with terms expiring at the 2020 Annual Meeting of Stockholders of the Company. The Board has determined that Mr. Thierer qualifies as an independent director and is qualified to serve under the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) and the listing rules of the Nasdaq Stock Market LLC. Mr. Thierer will serve as a member of the Company’s Audit Committee. For his service on the Board, Mr. Thierer will receive the same compensation as other non-employee directors, as described in the Company’s most recent proxy statement filed with the SEC. Mr. Thierer has also entered into the Company’s standard form of indemnification agreement.
There are no arrangements or understandings between Mr. Thierer and any other persons pursuant to which he was elected as a director of the Company. There are no family relationships between Mr. Thierer and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Thierer is qualified to serve on the Board based on his leadership experience serving in executive level positions at various companies in the industry in which the Company operates.
A copy of the Company’s press release announcing Mr. Thierer’s appointment is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No. | Description |
99.1 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Xeris Pharmaceuticals, Inc. | ||||
Date: October 1, 2019 | /s/ Barry M. Deutsch | |||
Barry M. Deutsch | ||||
Chief Financial Officer | ||||
Exhibit 99.1
XERIS PHARMACEUTICALS APPOINTS MARK THIERER TO BOARD OF DIRECTORS
CHICAGO, IL, October 1, 2019 - Xeris Pharmaceuticals, Inc. (Nasdaq: XERS), a specialty pharmaceutical company leveraging its novel formulation technology platforms to develop and commercialize ready-to-use injectable and infusible drug formulations, has appointed Mark Thierer to its Board of Directors, increasing the size of the Board to seven members, effective immediately. Mr. Thierer will also be a member of the Audit Committee.
“On behalf of our leadership team, we welcome Mark and his wealth of insights and experiences from across the industry; he brings invaluable perspectives and an in-depth understanding of the payer environment that complements the expertise of our current esteemed Board colleagues,” said Paul R. Edick, Chairman and Chief Executive Officer of Xeris Pharmaceuticals. “As Xeris continues to grow and evolve as a commercial company, we look forward to collaborating with Mark to shape our strategic plans and advance our mission.”
Mr. Thierer has a demonstrated track record of successful financial and operational strategy through more than 30 years of experience in the healthcare industry. He currently serves as Managing Partner of the Assetblue Investment Group, moving from his role as Interim Chief Executive Officer of Dentsply Sirona. Mr. Thierer previously served as Chairman of the Board and CEO of Catamaran (Nasdaq: CTRX), one of the nation’s largest pharmacy benefit management companies, and when Catamaran combined with OptumRx in 2015, he became CEO of OptumRx, overseeing all Optum pharmacy care services. Earlier in his career, Mr. Thierer successfully executed roles including President, CEO and Chairman of SXC Health Solutions, President of Physicians Interactive, a division of Allscripts Healthcare Solutions, Inc., Corporate Officer and Senior Vice President, Industry Relations, and various management positions within the health industry division of IBM. Mark holds his B.S. in Finance from the University of Minnesota and an MBA from Nova Southeastern University.
“It’s an exciting time to join the Board of Xeris. The technology platform they have begun to deploy represents considerable promise to simplify and improve many therapeutics that will benefit both individuals and the healthcare system as a whole,” said Mr. Thierer. “I’m looking forward to collaborating with Xeris leadership as they continue to build momentum in delivering the full potential of this important innovation.”
About Xeris Pharmaceuticals, Inc.
Xeris (Nasdaq: XERS) is a specialty pharmaceutical company delivering innovative solutions to simplify the experience of administering important therapies that people rely on every day around the world.
With a novel technology platform that enables ready-to-use, room-temperature stable formulations of injectable and infusible therapies, the company is advancing a portfolio of solutions in various therapeutic categories, including its first commercial product, Gvoke™. Its proprietary XeriSol™ and XeriJect™ formulation technologies have the potential to offer distinct advantages over conventional product formulations, including eliminating the need for reconstitution, enabling long-term, room-temperature stability, significantly reducing injection volume, and eliminating the requirement for intravenous (IV)
infusion. With Xeris’ technology, new product formulations are designed to be easier to use by patients, caregivers, and health practitioners and help reduce costs for payers and the healthcare system.
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 Pharmaceuticals, Inc., including statements regarding the acceptance of Gvoke™ in the marketplace, the market and therapeutic potential of its product candidates, the timing or likelihood of commercialization of its product candidates, the potential utility of its formulation platforms 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. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including, without limitation, the regulatory approval of its product candidates, its ability to market and sell its products, if approved, and other factors discussed in the "Risk Factors" section of the most recently filed Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission, as well as discussions of potential risks, uncertainties, and other important factors in Xeris’ subsequent filings with the Securities and Exchange Commission. Any forward-looking statements contained in this press release speak only as of the date hereof, and Xeris expressly disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
The Company intends to use the investor relations portion of its website as a means of disclosing material non-public information and for complying with disclosure obligations under Regulation FD.
Investor Contact
Allison Wey
Senior Vice President, Investor Relations and Corporate Communications
awey@xerispharma.com
312-736-1237