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Xeris completes note exchange and conversion; no 2028 convertible notes remain

Tickers XERS

Holders swapped about $23 million of 8.00% notes for about 5.0 million shares and about $23 million in cash. A separate holder converted $10.5 million of notes into about 3.6 million shares.

Key facts

Company
Xeris Biopharma Holdings, Inc. (NASDAQ: XERS)
News type
Debt Financing
Primary source
Xeris Biopharma Holdings, Inc. 8-K (2026-07-17)
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What was exchanged

Xeris Biopharma Holdings, Inc. (Nasdaq: XERS) said in an 8-K filed July 17, 2026 that on July 15, 2026 it completed privately negotiated exchange transactions with certain holders of its 8.00% Convertible Senior Notes due 2028. The company had first disclosed the transactions in an 8-K filed June 11, 2026.

The exchanging holders gave up about $23 million in principal of the 2028 notes. In return they received about 5.0 million shares of Xeris common stock and about $23 million in cash. Xeris funded the cash from liquidity on hand, and the exchanged notes were cancelled at completion.

Separately, on July 15, 2026, a holder of $10.5 million in principal of the 2028 notes converted it into about 3.6 million shares of common stock. The company says no 2028 notes remain outstanding after the exchanges and the conversion.

Who got the shares

The shares issued in the exchanges were not registered under the Securities Act of 1933. Xeris issued them as a private placement under Section 4(a)(2), relying in part on representations that each exchanging holder is an institutional accredited investor and a qualified institutional buyer under Rule 144A. The shares issued on conversion rely on the exemption in Section 3(a)(9).

The 8-K names the holders only by category. It does not identify them, and it does not say how the exchange was priced beyond the consideration described. It names no placement agent, dealer manager or financial adviser for the transactions, and it names no counsel.

What the exchange costs

The 2028 notes carried an 8.00% coupon and could be converted into common stock. The notes are now gone, but the cost was $23 million in cash and about 5.0 million shares in the exchange, plus about 3.6 million shares on the conversion. The 8-K does not say how much liquidity remains after the $23 million payment.

Year-end 2024 cash and cash equivalents were $71.6 million, according to the 10-K filed in March 2026. Its 2025 operating cash flow was positive at $28.6 million, after $37.0 million used in operations in 2024. The 2025 result was a net income of $554,000, after a net loss of $54.8 million for 2024. R&D expense rose to $31.2 million in 2025 from $25.6 million in 2024.

These figures show a company that moved from heavy losses to a small profit in one year. The 2025 profit was thin, research spending rose at the same time, and the company's revenue still rests on three approved products.

The business behind the notes

Xeris describes itself as a commercial-stage biopharmaceutical company for chronic endocrine and neurological diseases in the United States. Its products are Recorlev, approved for endogenous hypercortisolemia in adults with Cushing's syndrome for whom surgery is not an option or has not been curative; Gvoke, a ready-to-use glucagon for severe hypoglycemia; and Keveyis, for primary periodic paralysis.

The company's lead pipeline product is XP-8121, a once-weekly subcutaneous levothyroxine for hypothyroidism. The 10-K says Xeris plans to start a Phase 3 trial of XP-8121 in 2026. It puts the US addressable market at 3-5 million patients or more, and it estimates a $1.0 to $3.0 billion peak net sales opportunity. Those are the company's own estimates. The 10-K also puts the addressable US market for Gvoke at approximately $5.0 billion and for Keveyis at greater than $0.5 billion, and says Recorlev could generate approximately $1 billion in annual net revenue at peak penetration. Recorlev has orphan drug exclusivity in the United States through December 30, 2028 and patent protection through 2040, and it competes mainly with older generic drugs used off-label. These are management's estimates, not results. The company's 8-K is signed by Steven M. Pieper, chief financial officer, and its principal offices are in Chicago, Illinois.

What comes next

The 8-K sets out no further exchange or conversion. The 10-K says Xeris plans to start the XP-8121 Phase 3 trial in 2026. The stock trades on the Nasdaq Global Select Market under the symbol XERS.

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