SEC Form S-8 filed by Xeris Biopharma Holdings Inc.
$XERS
Biotechnology: Pharmaceutical Preparations
Health Care
As filed with the Securities and Exchange Commission on March 2, 2026
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
(844) 445-5704
(Address of Principal Executive Offices, including Zip Code)
Xeris Pharmaceuticals, Inc. 2018 Stock Option and Incentive Plan
(Full Title of the Plans)
John Shannon
Chief Executive Officer
Xeris Biopharma Holdings, Inc.
1375 W. Fulton Street, Suite 1300
Chicago, Illinois 60607
(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 | ☐ | |||||||||||||||||||
REGISTRATION OF ADDITIONAL SECURITIES
PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction E of Form S-8, this Registration Statement on Form S-8 (this "Registration Statement") is filed for the purposes of registering 6,648,616 additional shares of common stock, par value $0.0001 per share (“Common Stock”), of Xeris Biopharma Holdings, Inc. (the “Registrant”) that may be issued pursuant to the Xeris Pharmaceuticals, Inc. 2018 Stock Option and Incentive Plan (the “2018 Plan”). The number of shares of Common Stock reserved and available for issuance under the 2018 Plan is subject to an automatic annual increase on each January 1 by an amount equal to up to four percent of the number of shares of Common Stock issued and outstanding on the immediately preceding December 31 or such lesser number of shares of Common Stock as determined by the Administrator (as defined in the 2018 Plan). Accordingly, on January 1, 2026, the number of shares of Common Stock reserved and available for issuance under the 2018 Plan increased by 6,648,616. This Registration Statement registers these additional 6,648,616 shares of Common Stock. The additional shares are of the same class as other securities relating to the 2018 Plan for which the Registrant’s registration statement filed on Form S-8 (Registration No. 333-260068) on October 5, 2021, is effective. This Registration Statement hereby incorporates by reference the contents of the Registrant’s registration statements on Form S-8 filed with the Securities Exchange Commission on October 5, 2021 (Registration No. 333-260068), March 11, 2022 (Registration No. 333-263466), March 8, 2023 (Registration No. 333-270357), March 6, 2024 (Registration No. 333-277701), and March 6, 2025 (Registration No. 333-285600) pursuant to General Instruction E, except for "Item 8. Exhibits."
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 | ||||||||
| 5.1* | ||||||||
| 23.1* | ||||||||
| 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 March 2, 2026.
| XERIS BIOPHARMA HOLDINGS, INC. | ||||||||
| By: | /s/ John Shannon | |||||||
| John Shannon | ||||||||
| Chief Executive Officer and Director | ||||||||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John 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.
| Signature | Title | Date | ||||||
| /s/ John Shannon | Chief Executive Officer and Director (Principal Executive Officer) | March 2, 2026 | ||||||
John Shannon | ||||||||
| /s/ Steven M. Pieper | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | March 2, 2026 | ||||||
Steven M. Pieper | ||||||||
| /s/ Marla Persky | Chairperson of the Board of Directors | March 2, 2026 | ||||||
| Marla Persky | ||||||||
| /s/ James Brady | Director | March 2, 2026 | ||||||
| James Brady | ||||||||
| /s/ B.J. Bormann | Director | March 2, 2026 | ||||||
| B.J. Bormann | ||||||||
| /s/ Dawn Halkuff | Director | March 2, 2026 | ||||||
| Dawn Halkuff | ||||||||
| /s/ John H. Johnson | Director | March 2, 2026 | ||||||
| John H. Johnson | ||||||||
| /s/ Garheng Kong | Director | March 2, 2026 | ||||||
| Garheng Kong | ||||||||
| /s/ Jeffrey Sherman | Director | March 2, 2026 | ||||||
| Jeffrey Sherman | ||||||||