Open report — full analysis, no account required.
Sign up to generate reports and read filings that aren't on the open list.
Get notified when XERS files again. Create a free account and we'll email you the moment its next filing is analyzed.
Get filing alertsXeris retires all $33.5M of 2028 convertible notes via debt-for-equity exchanges
Filed July 17, 2026 · Period ending July 15, 2026 · ~1 min read
Key Changes
-
high
Completed exchange of ~$23M principal for 5.0M shares plus $23M cash and separate conversion of $10.5M principal into 3.6M shares, eliminating entire 2028 convertible note obligation
Item 8.01 verify on EDGAR → -
high
Funded $23M cash portion with existing liquidity; issued total ~8.6M shares to noteholders
Item 8.01 verify on EDGAR → -
medium
Shares issued unregistered under Section 4(a)(2) exemption to institutional accredited investors (exchange) and Section 3(a)(9) exemption (conversion)
Item 3.02 verify on EDGAR →
Summary
Xeris eliminated its entire $33.5 million 2028 convertible note obligation through two concurrent July 15 transactions. The company exchanged approximately $23 million in principal for 5.0 million shares and $23 million cash with certain noteholders, while a separate holder converted $10.5 million principal into 3.6 million shares. The cash component was funded from existing liquidity.
For shareholders, this restructuring removes a debt overhang and eliminates future interest obligations, but dilutes the equity base by approximately 8.6 million shares. The company traded cash and equity for debt retirement rather than preserving liquidity, signaling management's preference to clean up the balance sheet.
The unregistered issuance to institutional investors under private-placement exemptions means these shares face resale restrictions, though the conversion shares under Section 3(a)(9) may have different liquidity profiles. With the 2028 notes fully retired, investors should monitor whether the company has other debt obligations and how the reduced cash position affects operating flexibility.
Section-by-Section Diff
Event · Item 3.02 — Unregistered Sales of Equity Securities
Xeris issued unregistered equity securities, with details cross-referenced to Item 8.01.
Added in current filing · verify on EDGAR →
Item 3.02 Unregistered Sales of Equity Securities. The information set forth under
The 8-K discloses an unregistered sale of equity securities under Item 3.02, with details cross-referenced to another section (likely Item 8.01). The filing text is truncated and does not provide the complete disclosure, including the nature of the securities, the purchasers, the consideration received, or the exemption relied upon. Without the full text, the materiality and investor impact cannot be assessed.
Event · Item 8.01 — Other Events
Xeris completed debt-for-equity exchanges and a conversion, retiring all $33.5M of its 2028 convertible notes.
Added in current filing · verify on EDGAR →
On July 15, 2026, Xeris Biopharma Holdings, Inc. (the “Company”) completed the privately negotiated exchange transactions previously disclosed in its Current Report on Form 8-K filed on June 11, 2026 (collectively, the “Exchange Transactions”) with certain holders (the “Exchanging Noteholders”) of its 8.00% Convertible Senior Notes due 2028 (the “2028 Notes”). In the Exchange Transactions, the Exchanging Noteholders exchanged approximately $23 million in aggregate principal amount of the 2028 Notes for an aggregate of approximately 5.0 million shares of the Company’s common stock (the “Shares”) and approximately $23 million in cash (together with the Shares, the “Exchange Consideration”). The Company funded the cash portion of the Exchange Consideration with liquidity on-hand. The 2028 Notes exchanged by the Exchanging Noteholders were immediately cancelled at the completion of the Exchange Transactions. Separately, on July 15, 2026, a holder of $10.5 million in principal amount of the 2028 Notes elected to convert their 2028 Notes into approximately 3.6 million shares of the Company’s common stock (the “Conversion). Following the completion of the Exchange Transactions and the Conversion, no 2028 Notes remain outstanding.
Xeris retired all outstanding 2028 convertible notes through two transactions: a privately negotiated exchange of approximately $23 million principal for 5.0 million shares plus $23 million cash, and a separate holder conversion of $10.5 million principal into 3.6 million shares. The company funded the cash portion with existing liquidity and issued a total of approximately 8.6 million shares, eliminating the entire $33.5 million debt obligation.
Added in current filing · verify on EDGAR →
The Shares issued in the Exchange Transactions have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and were issued in a private placement in reliance on the exemption from registration provided by Section 4(a) (2) of the Securities Act. The Company relied, in part, upon representations from each Exchanging Noteholder that, among other things, (i) it is an institutional “accredited investor” as defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act and (ii) it and any account for which it is acting is a “qualified institutional buyer” as defined in Rule 144A under the Securities Act. The Shares issued in the Conversion have not been registered under the Securities Act, and were issued in reliance on the exemption from registration provided by Section 3(a) (9) of the Securities Act.
The approximately 8.6 million shares issued in both the exchange and conversion were unregistered, relying on private-placement and conversion exemptions under the Securities Act. The exchange shares were issued to institutional accredited investors and qualified institutional buyers under Section 4(a)(2), while the conversion shares relied on Section 3(a)(9).
Thanks — your feedback helps us improve report quality.
Figures/quotes linked to EDGAR · Narrative written by AI · Jul 19, 2026 · How we verify