Xeris Biopharma Holdings, Inc.
For the period ended Sep 30, 2025. Filed Nov 6, 2025.
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Sep 30, 2025 · Filed Nov 6, 2025
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Notes to Condensed Consolidated Financial Statements
Note 1. Organization and Business
Nature of Business
Xeris Biopharma Holdings, Inc. ("Xeris Biopharma" or the "Company") is a commercial-stage biopharmaceutical company focused on developing and commercializing therapies for people with chronic endocrine and neurological diseases in the United States. The Company offers Recorlev for the treatment of Cushing’s syndrome, Gvoke for the treatment of severe hypoglycemia, and Keveyis for the treatment of Primary Periodic Paralysis ("PPP"). The Company leverages its proprietary formulation technologies (XeriSol and XeriJect) in the creation of new products such as its own XP-8121 (once-weekly subcutaneous (SC) levothyroxine) as well as through the formation of development partnerships with other biopharmaceutical companies.
As used herein, the "Company" or "Xeris" refers to Xeris Pharmaceuticals, Inc. ("Xeris Pharma") when referring to periods prior to the acquisition of Strongbridge Biopharma plc ("Strongbridge") on October 5, 2021 and to Xeris Biopharma when referring to periods on or subsequent to October 5, 2021.
Throughout this document, unless otherwise noted, references to Gvoke include Gvoke PFS, Gvoke HypoPen, and Gvoke Kit (glucagon).
The Company is subject to a number of risks similar to other specialty pharmaceutical companies, including, but not limited to, successful commercialization and market acceptance of available products and any future products, if and when approved, successful development of product candidates, the development of new technological innovations by competitors, the ability to acquire additional capital when needed and on acceptable terms, and the ability to successfully protect intellectual property. The Company relies on a number of single source suppliers and manufacturers for the supply of its products and product candidates. Disruptions from these suppliers or manufacturers, which has occurred in the past and could occur in the future, could have a negative impact on the Company's business, financial position and results of operations. In addition, the Company is subject to risks and uncertainties as a result of political and macroeconomic events and conditions.
Liquidity and Capital Resources
The Company has incurred operating losses since inception and has an accumulated deficit of $682.4 million as of September 30, 2025. The Company expects to continue to incur net losses for at least the next 12 months beyond the issuance date of these condensed consolidated financial statements. Based on the Company's current operating plans and existing working capital at September 30, 2025, the Company believes that its cash resources are sufficient to sustain operations and capital expenditure requirements for at least the next 12 months from the issuance date of these condensed consolidated financial statements.
If needed, the Company may elect to finance its operations through equity or debt financing along with revenues. In addition, there can be no assurance that the Company will be able to successfully market and sell Recorlev, Gvoke and Keveyis. The Company's ability to raise additional capital and repay or restructure its indebtedness will depend on the capital markets and its financial condition at such time, among other factors. Market volatility resulting from announced or implemented U.S. trade tariffs or export controls and trade disputes with other countries, instability in the global credit markets, changes in U.S. governmental policies or resources that negatively affect us, and geopolitical instability resulting from the ongoing military conflicts between Russia and Ukraine, Israel and Hamas and the potential for wider conflict in the Middle East, elevated and fluctuating interest rates, inflationary pressures, the tightening of lending standards, any further deterioration in the macroeconomic economy or financial services industry resulting from actual or potential bank failures or other factors could also adversely impact the Company's ability to access capital as and when needed. In addition, equity or debt financing may not be available to the Company on acceptable terms, or at all, or be subject to restrictions that could negatively impact the Company's business. As a result of these factors, the Company may not be able to engage in any of the alternative activities, or engage in such activities on desirable terms, which could harm the Company's business, financial condition and results of operations. The issuance of equity securities may result in dilution to stockholders. If the Company raises additional funds through the issuance of additional debt, which may have rights, preferences and privileges senior to those of the Company's common stockholders, the terms of the debt could impose significant restrictions on the Company's operations. The failure to raise funds as and when needed could have a negative impact on the Company's financial condition and ability to pursue its business strategies. If additional funding is not secured when required, the Company may need to delay or curtail its operations until such funding is received, which would have a material adverse impact on the business prospects and results of operations.
Note 2. Basis of presentation and summary of significant accounting policies and estimates
Basis of presentation
The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"), including those for interim financial information, and with the instructions for Quarterly Reports on Form 10-Q and Article 10 of Regulation S-X issued by the U.S. Securities and Exchange Commission (the "SEC").
In the opinion of management, the accompanying condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair presentation of the Company's financial position, results of operations and cash flows for the periods presented. The results of operations for such periods are not necessarily indicative of the results that may be expected for any future period. The accompanying financial statements should be read in conjunction with the audited financial statements and the related notes thereto for the year ended December 31, 2024 included in the Company's Annual Report on Form 10-K filed with the SEC on March 6, 2025.
Certain information and disclosures normally included in the annual financial statements prepared in accordance with GAAP, but that is not required for interim reporting purposes, have been condensed or omitted.
Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification ("ASC") and Accounting Standards Update ("ASU") issued by the Financial Accounting Standards Board ("FASB").
Basis of consolidation
These condensed consolidated financial statements include the financial statements of Xeris Biopharma Holdings, Inc. and its subsidiaries. All intercompany transactions have been eliminated.
Use of estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses included in the financial statements and accompanying notes. Actual results could differ from those estimates.
Revenue recognition
The Company applies the guidance in ASC Topic 606, Revenue from Contracts with Customers, to all contracts with customers within the scope of the standard.
The Company sells product primarily to wholesalers or a specialty pharmacy that subsequently resell to retail pharmacies or patients. The Company enters into arrangements with payors, group purchasing organizations, and healthcare providers that provide for government-mandated or privately-negotiated rebates, chargebacks and discounts related to the Company's products. The Company currently sells Recorlev, Gvoke and Keveyis in the United States only.
Revenue is recognized when the Company's customer (e.g., a wholesaler or specialty pharmacy) obtains control of promised goods or services, which is when the Company's obligations under the terms of the contract with the customer are satisfied, based on the consideration the Company expects to receive in exchange for those goods or services.
Revenues are recorded at the net product sales price, which includes estimated allowances for patient copay assistance programs, prompt payment discounts, payor rebates, chargebacks, service fees, and product returns, all of which are recorded at the time of sale to the pharmaceutical wholesaler or other customer. The Company applies significant judgments and estimates in determining some of these allowances. If actual results differ from its estimates, adjustments are made to these allowances in the period in which the actual results or updates to estimates become known.
Such revenue is reported as product revenue, net in the condensed consolidated statements of operations and comprehensive loss.
Additionally, the Company earns revenue from research collaborations for the use of Xeris' proprietary formulation technology platforms and royalties from branded products. Such revenue is recognized as earned in accordance with contract terms when it can be reasonably estimated and collectability is reasonably assured. This revenue is reported as royalty, contract and other revenue in the condensed consolidated statements of operations and comprehensive loss.
Concentration of credit risk
For the three and nine months ended September 30, 2025, four customers accounted for 97% of the Company's gross product revenue. For the three and nine months ended September 30, 2024, four customers accounted for 95% and 96% of the Company's gross product revenue, respectively. At September 30, 2025 and December 31, 2024, the same four customers accounted for 98% and 97% of the trade accounts receivable, net, respectively.
New accounting pronouncements
Pending accounting standards
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This standard expands the requirements for income tax disclosures in order to provide greater transparency. The standards are effective for fiscal years beginning after December 15, 2024, and requires additional disclosures related to the income tax rate reconciliation, income taxes paid by jurisdiction, and other income tax-related disclosures. The Company has completed its assessment and determined there is no impact on the financial statements, other than the expanded disclosures required for ASU 2023-09. The Company intends to implement ASU 2023-09 for the fiscal year ending December 31, 2025.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which requires disaggregated disclosure of income statement expenses for public business entities (PBEs). The ASU does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. ASU 2024-03 is effective for all PBEs for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is evaluating the timing and effects of the adoption of this standard on the Company's disclosures.
In November 2024, the FASB issued ASU 2024-04, Debt - Debt with Conversion and Other Options (Subtopic 470-20) - Induced Conversions of Convertible Debt Instruments. The FASB issued final guidance to clarify the requirements for determining whether to account for certain early settlements of convertible debt instruments as induced conversions. The guidance, which is based on a consensus-for-exposure of the Emerging Issues Task Force (EITF), is intended to address issues that stakeholders encountered when applying the guidance on induced conversions in Accounting Standards Codification (ASC or Codification) 470-20, Debt — Debt with Conversion and Other Options, to certain settlements of cash convertible debt instruments. For all entities, the guidance is effective for fiscal years beginning after December 15, 2025, and interim reporting periods within those fiscal years. Early adoption is permitted for all entities that have adopted ASU 2020-06, which simplified an issuer’s accounting for certain financial instruments with characteristics of liabilities and equity. The Company is evaluating the timing and effects of the adoption of this standard on the Company's disclosures.
In January 2025, the FASB issued ASU 2025-01, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Topic 220). This standard clarifies the effective date of ASU 2024-03 to annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. The Company is evaluating the timing and effects of the adoption of this standard on the Company's disclosures.
Note 3. Disaggregated Revenue
Disaggregated revenue by product (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Product revenue: | ||||
| Recorlev | $36,975 | $17,726 | $93,949 | $41,663 |
| Gvoke | 25,151 | 22,942 | 69,463 | 59,567 |
| Keveyis | 11,937 | 12,193 | 34,849 | 38,406 |
| Other product revenue | — | — | 1,312 | — |
| Product revenue, net | 74,063 | 52,861 | 199,573 | 139,636 |
| Royalty, contract and other revenue | 317 | 1,407 | 6,465 | 3,335 |
| Total revenue | $74,380 | $54,268 | $206,038 | $142,971 |
Note 4. Inventory
The components of inventory consist of the following (in thousands):
| September 30, 2025 | December 31, 2024 | |
|---|---|---|
| Raw materials | $36,417 | $31,732 |
| Work in process | 12,734 | 10,991 |
| Finished goods | 18,311 | 5,452 |
| Inventory, net | $67,462 | $48,175 |
Inventory reserves were $11.4 million and $7.7 million at September 30, 2025 and December 31, 2024, respectively.
Note 5. Property and Equipment
Property and equipment consist of the following (in thousands):
| September 30, 2025 | December 31, 2024 | |
|---|---|---|
| Lab equipment | $4,991 | $4,730 |
| Furniture and fixtures | 545 | 530 |
| Computer equipment | 946 | 905 |
| Office equipment | 97 | 97 |
| Software | 514 | 507 |
| Leasehold improvements | 5,695 | 6,056 |
| Total property and equipment | 12,788 | 12,825 |
| Less: accumulated depreciation and amortization | (7,842) | (7,263) |
| Property and equipment, net | $4,946 | $5,562 |
Depreciation and amortization expense relating to property and equipment was $0.3 million for each of the three months ended September 30, 2025 and 2024, respectively. Depreciation and amortization expense relating to property and equipment was $1.0 million and $0.9 million for the nine months ended September 30, 2025 and 2024, respectively.
Note 6. Intangible Assets
Identified intangible assets consist of the following (in thousands):
| September 30, 2025 · December 31, 2024 | |||||||
|---|---|---|---|---|---|---|---|
| Life (Years) | Gross assets | Accumulated amortization | Net | Gross assets | Accumulated amortization | Net | |
| Definite-lived intangible asset - Keveyis | 5 | $11,000 | $(8,800) | $2,200 | $11,000 | $(7,150) | $3,850 |
| Definite-lived intangible asset - Recorlev | 14 | 121,000 | (32,411) | 88,589 | 121,000 | (25,929) | 95,071 |
| Total intangible assets | $132,000 | $(41,211) | $90,789 | $132,000 | $(33,079) | $98,921 | |
As of September 30, 2025, expected amortization expense for intangible assets subject to amortization for the next five years and thereafter is as follows (in thousands):
| 2025 | $2,711 |
| 2026 | 10,293 |
| 2027 | 8,643 |
| 2028 | 8,643 |
| 2029 | 8,643 |
| Thereafter | 51,856 |
| Total | $90,789 |
Note 7. Other Accrued Liabilities
Other accrued liabilities consist of the following (in thousands):
| September 30, 2025 | December 31, 2024 | |
|---|---|---|
| Accrued employee costs | $20,148 | $19,577 |
| Accrued interest expense | 1,066 | 2,123 |
| Accrued supply chain costs | 607 | 871 |
| Accrued marketing costs | 1,802 | 1,506 |
| Accrued research and development costs | 3,465 | 766 |
| Accrued other costs | 3,262 | 2,873 |
| Other accrued liabilities | $30,350 | $27,716 |
Note 8. Debt
The components of debt are as follows (in thousands):
| September 30, 2025 | December 31, 2024 | |
|---|---|---|
| Convertible senior notes | $33,922 | $49,204 |
| Less: unamortized debt issuance costs | (690) | (973) |
| Loan agreement | 188,045 | 185,995 |
| Less: unamortized debt issuance costs | (1,808) | (2,118) |
| Debt, net of unamortized debt issuance costs | $219,469 | $232,108 |
| Debt, net of unamortized debt issuance costs, current portion | $— | $15,102 |
| Debt, net of unamortized debt issuance costs, non-current portion | 219,469 | 217,006 |
| Total debt, net of unamortized debt issuance costs | $219,469 | $232,108 |
Convertible Senior Notes
On September 29, 2023, the Company completed the exchange of $32.0 million in aggregate principal amount of its then outstanding Convertible Notes due 2025 (the "2025 Convertible Notes") for $33.6 million in aggregate principal amount of new 8.00% Convertible Notes due 2028 (the "2028 Convertible Notes" and together with the 2025 Convertible Notes, the "Convertible Notes").
In March and April of 2025, holders of all outstanding 2025 Convertible Senior Notes, totaling $15.2 million in aggregate principal amount, were converted by the noteholders into 4,978,151 shares of the Company's common stock. As of September 30, 2025, the outstanding balance of the 2028 Convertible Notes was $33.6 million. The remaining balance of unamortized debt issuance costs have been reflected as a direct reduction to the loan balance. The effective interest rate of the 2028 Convertible Notes, including the amortization of debt issuance costs was 8.9%.
The 2028 Convertible Notes are senior, unsecured obligations and are equal in right of payment with the issuer's existing and future senior, unsecured indebtedness, senior in right of payment to its future indebtedness, if any, that is expressly subordinated to the 2028 Convertible Notes, and effectively subordinated to its existing and future secured indebtedness to the extent of the value of the collateral securing that indebtedness. The 2028 Convertible Notes are structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent the Company or Xeris Pharma is not a holder thereof) preferred equity, if any, of the Company's direct and indirect subsidiaries other than Xeris Pharma.
At any time before the close of business on the second scheduled trading day immediately before the maturity date, holders of 2028 Convertible Notes may convert their 2028 Convertible Notes at their option into shares of the Company's common stock, together, if applicable, with cash in lieu of any fractional share, at a conversion rate of 326.7974 shares of the Company's common stock per $1,000 principal amount of 2028 Convertible Notes, subject to adjustment in certain circumstances.
The fair value of the 2028 Convertible Notes is determined using current interest rates based on credit ratings and the remaining term of maturity. As of September 30, 2025, the fair value of the 2028 Convertible Notes was approximately $90.5 million. The fair value of the convertible debt was estimated using inputs for volatility, the Company's stock price, time to maturity, the risk-free rate and the Company's credit spread, some of which are considered Level 3 inputs in the fair value hierarchy disclosed in "Note 10 - Fair value measurement."
Loan Agreement
On March 5, 2024, the Company, Xeris Pharma and certain subsidiary guarantors of the Company entered into an Amended and Restated Credit Agreement and Guaranty (the "Amended and Restated Credit Agreement") with the lenders from time to time parties thereto (the "Lenders") and Hayfin Services LLP, as administrative agent for the Lenders, pursuant to which the Company and its subsidiaries party thereto granted a first priority security interest on substantially all of their assets, including intellectual property, subject to certain exceptions. The Amended and Restated Credit Agreement amends and restates in its entirety the Credit Agreement dated March 8, 2022, between the Company, Xeris Pharma, and certain subsidiary guarantors of the Company and Hayfin Services, LLP, as administrative agent for the lenders ("Credit Agreement"). The Amended and Restated Credit Agreement provided for the Lenders to extend $200.0 million in term loans (the "Tranche 1 Loans") to Xeris Pharma on the closing date and $15.2 million in additional term loans (the "Tranche 2 Loans" and, together with the Tranche 1 Loans, the "2029 Loans") on any date after the closing date and through July 15, 2025. The Tranche 2 Loans were only to be used to redeem the then outstanding 2025 Convertible Notes. The Company did not borrow any funds under the Tranche 2 Loans, which expired on July 15, 2025. In conjunction with the execution of the Amended and Restated Credit Agreement, the aggregate principal balance of $150.0 million plus all accrued and unpaid interest outstanding under the Credit Agreement was continued under the Amended and Restated Credit Agreement as Tranche 1 Loans. In addition to utilizing the proceeds to repay the obligations under the Credit Agreement in full, the proceeds of the Tranche 1 Loans are being used for general corporate purposes. After repayment, the 2029 Loans may not be re-borrowed.
The 2029 Loans will mature on March 5, 2029; provided, however, that the 2029 Loans will mature on January 15, 2028 if the 2028 Convertible Notes are outstanding as of such date and either (i) the maturity date of the applicable notes has not been extended to a date not earlier than September 5, 2029 and (ii) the Company has not received net cash proceeds from one or more permitted equity raises or permitted raises of convertible debt which, together with no more than $15.6 million of cash on hand, is sufficient to redeem and discharge the 2028 Convertible Notes in full.
The 2029 Loans incur interest at a floating per annum rate in an amount equal to the sum of (i)6.95% (or 5.95% if the replacement rate is in effect) plus (ii) the greater of (x) the forward-looking term rate based on SOFR for a three month tenor (or the replacement rate, if applicable), and (y)2.00% per annum. The remaining balance of unamortized debt issuance costs have been reflected as a direct reduction to the loan balance. The effective interest rate of the 2029 Loans, including the amortization of debt discount and debt issuance costs, amounts to approximately 11.4%. As of September 30, 2025, the fair value of the loan approximates its book value.
The Amended and Restated Credit Agreement allows Xeris Pharma to voluntarily prepay the outstanding amounts thereunder. Xeris Pharma is subject to an early prepayment fee equal to (i) for any prepayment that occurs on or prior to the second anniversary of the closing date, the applicable make-whole amount, (ii) for any prepayment that occurs after the second anniversary of the closing date but on or prior to the fourth anniversary of the closing date, the product of (x) the amount of any principal so prepaid, multiplied by (y) for any prepayment that occurs (A) after the second anniversary of the closing date and on or prior to the third anniversary of the closing date, five percent (5.00%), (B) after the third anniversary of the closing date and on or prior to the fourth anniversary of the closing date, three percent (3.00%), and (C) after the fourth anniversary of the closing date, zero percent (0.00%).
The Amended and Restated Credit Agreement contains customary representations and warranties, events of default and affirmative and negative covenants, including, among others, covenants that limit or restrict the Company's (and its subsidiaries) ability to incur additional indebtedness, grant liens, merge or consolidate, make acquisitions, pay dividends or other distributions or repurchase equity, make investments, dispose of assets and enter into certain transactions with affiliates, in each case subject to certain exceptions.
The Amended and Restated Credit Agreement was accounted for as a modification of debt in accordance with ASC 470-50, Debt - Modifications and Extinguishments, thus there was no gain or loss recognized on the transaction.
The following table sets forth the Company's future minimum principal payments on the 2028 Convertible Notes and the 2029 Loans (in thousands):
| 2025 remaining | $— |
| 2026 | — |
| 2027 | — |
| 2028 | 33,574 |
| 2029 | 200,000 |
| Thereafter | — |
| $233,574 |
For the three months ended September 30, 2025 and 2024, the Company recognized interest expense of $7.3 million and $7.8 million, respectively, of which $0.8 million and $0.8 million, respectively, related to the amortization of debt discount and issuance costs, respectively. For the nine months ended September 30, 2025 and 2024, the Company recognized interest expense of $21.9 million and $22.8 million, respectively, of which $2.5 million and $2.2 million, respectively, related to the amortization of debt discount and issuance costs, respectively.
Note 9. Warrants
Warrants required to be settled in cash are accounted for as liabilities in accordance with ASC 480, Distinguishing Liabilities from Equity. The fair value of these warrants are remeasured each reporting period using the Black-Scholes option-pricing model which considers the expected term of the warrants as well as the risk-free interest rate and expected volatility of the Company's common stock. The liability is recorded in other current liabilities on the consolidated balance sheets. Generally, changes in the fair value of the warrant liabilities are recorded in the consolidated statements of operations and comprehensive loss.
As of September 30, 2025, the following warrants were outstanding:
| Warrants classified as equities: | Outstanding Warrants | Exercise Price per Warrant | ExpirationDate |
|---|---|---|---|
| Warrants in connection with Horizon and Oxford loan agreement | 125,999 | $3.130 | December 2026 |
| Warrants in connection with Armistice securities purchase agreement | 2,275,313 | $3.223 | February 2027 |
| Warrants in connection with Hayfin Amended and Restated Credit Agreement | 263,158 | $2.280 | March 2029 |
In August 2025, the Company issued an aggregate of 2,844,141 shares of its common stock pursuant to a notice of cash exercise of warrants by Armistice Capital for an aggregate purchase price of $9.2 million. Additionally, the Company issued an aggregate of 111,604 of its common stock pursuant to a notice of cashless exercise of 209,633 warrants by Avenue Capital.
In February 2025, the Company issued an aggregate of 450,585 of its common stock pursuant to a notice of cashless exercise of 1,052,631 warrants by Hayfin Services LLP, as administrative agent for the Lenders under the Credit Agreement, and 209,633 warrants by Avenue Capital.
Note 10. Fair Value Measurements
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are classified and disclosed in one of the following categories:
Level 1: Measured using unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
Level 2: Measured using quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs, other than quoted prices in active markets, that are observable either directly or indirectly.
Level 3: Measured based on prices or valuation models that require inputs that are both significant to the fair value measurement and less observable from objective sources (i.e., supported by little or no market activity).
Fair value measurements are classified based on the lowest level of input that is significant to the measurement. The Company's assessment of the significance of a particular input to the fair value measurement requires judgment, which may affect the valuation of the assets and liabilities and their placement within the fair value hierarchy levels. The determination of the fair values stated below considers the market for the financial assets and liabilities, the associated credit risk and other factors as required. The Company considers active markets as those in which transactions for the assets or liabilities occur in sufficient frequency and volume to provide pricing information on an ongoing basis.
The following tables present the Company's fair value hierarchy for those assets and liabilities measured at fair value as of September 30, 2025 and December 31, 2024 (in thousands):
| Total as of September 30, 2025 | Level 1 | Level 2 | Level 3 | |
|---|---|---|---|---|
| Assets | ||||
| Cash and cash equivalents: | ||||
| Cash and money market funds | $91,598 | $91,598 | $— | $— |
| Other assets: | ||||
| Restricted cash | $4,021 | $4,021 | $— | $— |
| Total as of December 31, 2024 | Level 1 | Level 2 | Level 3 | |
|---|---|---|---|---|
| Assets | ||||
| Cash and cash equivalents: | ||||
| Cash and money market funds | $71,621 | $71,621 | $— | $— |
| Other assets: | ||||
| Restricted cash | $4,123 | $4,123 | $— | $— |
Note 11. Stock Compensation Plan
In 2011, the Company adopted the 2011 Stock Option Issuance Plan (the "2011 Plan") and subsequently amended it to authorize the Board of Directors to issue up to 4,714,982 incentive stock option and non-qualified stock option awards. The 2018 Stock Option and Incentive Plan (the "2018 Plan") was adopted by the Board of Directors in April 2018 and approved by the Company's stockholders in June 2018 to award up to 1,822,000 shares of common stock. The 2018 Plan replaced the 2011 Plan as the Board of Directors decided not to make additional awards under the 2011 Plan following the closing of the Xeris Pharmaceutical IPO, which occurred in June 2018. The 2018 Plan allows the compensation committee to make equity-based and cash-based incentive awards to the Company's officers, employees, directors and other key persons (including consultants). No grants of stock options or other awards may be made under the 2018 Plan after the tenth anniversary of the effective date. As of September 30, 2025, there were 6.6 million shares of common stock available for future issuance under the 2018 Plan.
The 2018 Employee Stock Purchase Plan (the "ESPP") was adopted by the Board of Directors in April 2018 and approved by the Company's stockholders in June 2018 to issue up to 193,000 shares of common stock to participating employees. In June 2024, the Company's stockholders approved an amendment to the ESPP that removed the "evergreen" provision which provided for annual increases in the aggregate number of shares available for issuance thereunder and increased the aggregate number of shares available for issuance thereunder by 6,636,632 additional shares. Through the ESPP, eligible employees may authorize payroll deductions of up to 15% of their compensation to purchase up to the number of shares of common stock determined by dividing $25,000 by the closing market price of Xeris common stock on the offering date. The purchase price per share at each purchase date is equal to 85% of the lower of (i) the closing market price per share of Xeris common stock on the employee's offering date or (ii) the closing market price per share of Xeris common stock on the purchase date. Each offering period has a six-month duration and purchase interval. As of September 30, 2025, there were 6.1 million shares available for issuance under the ESPP.
The Equity Inducement Plan (the "Inducement Plan") was adopted by the Board of Directors in February 2019. The Inducement Plan allows the Company to make stock option or restricted stock unit awards to prospective employees of the Company as an inducement to such individuals to commence employment with the Company. The Company uses this Inducement Plan to help it attract and retain prospective employees who are necessary to support the commercialization of products and the expansion of the Company generally. As of September 30, 2025, there were 1.0 million shares of common stock available for future issuance under the Inducement Plan.
Assumed Plans
On the acquisition date of Strongbridge, the Company assumed all then-outstanding stock options and shares available and reserved for issuance under some legacy equity incentive plans of Strongbridge, including the Strongbridge 2015 equity compensation plan and Strongbridge 2017 inducement plan (collectively, the "Assumed Plans"). Shares reserved under the Assumed Plans will be available for future grants. The Company also assumed all then-outstanding stock options from the remainder of the legacy equity incentive plans of Strongbridge without assuming the shares available and reserved for issuance under those plans. The number of shares subject to stock options outstanding under all Strongbridge legacy equity incentive plans are included in the tables below. As of September 30, 2025, there were 0.2 million shares reserved for future grants under the Assumed Plans.
Stock Options
Stock options are granted with an exercise price equal to the market price of the Company's common stock at the date of grant. Stock option awards typically vest over eithertwo, three orfour years after the grant date and expire seven toten years from the grant date.
Stock option activity under the 2011 Plan, 2018 Plan, Inducement Plan and Assumed Plans for the nine months ended September 30, 2025 was as follows:
| Number of Options | Weighted Average Exercise PricePer Share | Weighted Average Contractual Life (Years) | |
|---|---|---|---|
| Outstanding - December 31, 2024 | 8,832,170 | $5.31 | 2.77 |
| Exercised | (2,861,982) | $3.95 | |
| Forfeited | (22) | $5.29 | |
| Expired | (204,566) | $13.99 | |
| Outstanding - September 30, 2025 | 5,765,600 | $5.67 | 2.78 |
| Vested and expected to vest at September 30, 2025 | 5,765,600 | $5.67 | 2.78 |
| Exercisable - September 30, 2025 | 5,765,600 | $5.67 | 2.78 |
Intrinsic value for stock options is defined as the difference between the current market value of the Company's common stock and the exercise price. At September 30, 2025 the total intrinsic value of stock options was $19.2 million.
At September 30, 2025, the amount of unrecognized stock based compensation expense related to stock options was less than $0.1 million.
Restricted Stock Units
The Company grants Restricted Stock Units ("RSUs") to employees. RSUs that are granted vest over either three orfour years in equal annual installments beginning on the one-year anniversary of the date of grant, provided that the employee is employed by the Company on such vesting date. If and when the RSUs vest, the Company will issueone share of common stock for each whole RSU that has vested, subject to satisfaction of the employee's tax withholding obligations. Upon vesting and settlement of RSUs or exercise of stock options, at the election of the grantee, the Company does not collect withholding taxes in cash from employees. Instead, the Company withholds upon settlement as RSUs vest, or as stock options are exercised, the portion of those shares with a fair market value equal to the amount of the minimum statutory withholding taxes due. The withheld shares are accounted for as repurchases of common stock. Stock-based compensation expense related to RSUs is recognized on a straight-line basis over the employee's requisite service period.
A summary of outstanding RSU awards and the activity for the nine months ended September 30, 2025 was as follows:
| Number of Units | Weighted Average Grant Date Fair ValuePer Share | |
|---|---|---|
| Unvested balance - December 31, 2024 | 16,420,640 | $2.12 |
| Granted | 5,592,200 | $3.73 |
| Vested | (7,089,236) | $2.10 |
| Forfeited | (1,147,499) | $2.50 |
| Unvested balance - September 30, 2025 | 13,776,105 | $2.76 |
The total fair value of RSUs vested for the nine months ended September 30, 2025 was $26.8 million. Of the vested RSUs,2.5 million shares were surrendered to fulfill tax withholding obligations.
As of September 30, 2025, there was $24.4 million of unrecognized stock-based compensation expense related to RSUs, which is expected to be recognized over the weighted-average remaining vesting period of 1.5 years.
Stock Appreciation Rights
Stock appreciation rights ("SARs") are granted under the 2018 Plan. SARs allow the recipient to receive the appreciation in the fair market value of the Company's common stock between the exercise date and the date of grant. SARs are settled in cash and vest in full and automatically exercise on the second anniversary of the date of grant, subject to continued service through the vesting date. The grant price for a stock appreciation right is equal to the fair market value per share on the date of grant.
As of September 30, 2025, there was $8.2 million of unrecognized stock-based compensation expense related to SARs, which is expected to be recognized over the weighted-average remaining vesting period of 1.2 years.
The following table summarizes the reporting of total stock-based compensation expense resulting from stock options, RSUs, SARs, and the ESPP (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Research and development | $421 | $308 | $1,189 | $1,027 |
| Selling, general and administrative | 7,222 | 6,460 | 15,905 | 13,741 |
| Total stock-based compensation expense | $7,643 | $6,768 | $17,094 | $14,768 |
Note 12. Leases
The Company has non-cancellable operating leases for office and laboratory space, which expire at various times in 2031 and 2036. The non-cancellable lease agreements provide for monthly lease payments, which increase during the term of each lease agreement.
All of the Company's leases are classified as operating leases, which are included as operating lease right-of-use assets and current and non-current operating lease liabilities in the consolidated balance sheets. The Company's operating lease costs are included in operating expenses in the accompanying consolidated statements of operations and comprehensive loss. The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants.
A majority of the Company's lease agreements include fixed rental payments. Certain lease agreements include fixed rental payments that are adjusted periodically by a fixed rate. The fixed payments, including the effects of changes in the fixed rate or amount, and renewal options reasonably certain to be exercised, are included in the measurement of the related lease liability. The exercise of lease renewal options is at the Company's sole discretion. The depreciable life of assets and leasehold improvements are limited by the expected lease term, which includes renewal options reasonably certain to be exercised. The majority of the Company's real estate leases require that the Company pay maintenance, real estate taxes and insurance in addition to rent. These payments are generally variable and based on actual costs incurred by the lessor. Therefore, these amounts are not included in the consideration of the contract when determining the right-of-use asset and lease liability but are reflected as variable lease expenses.
As the interest rate implicit in the lease is not readily determinable, the Company uses the incremental borrowing rate as the discount rate. The Company considers observable inputs as of the effective date of the ASC 842 adoption including the credit rating, existing borrowings and other relevant borrowing rates, such as risk-free rates like the United States Treasury rate, and then adjusting as necessary for the appropriate lease term. The incremental borrowing rate is reassessed if there is a change to the lease term or if a modification occurs and it is not accounted for as a separate contract. As of September 30, 2025, the Company's operating leases had a weighted-average remaining lease term of 10.0 years and a weighted-average discount rate of 11.9%.
Supplemental cash flow information related to the Company's operating leases was as follows (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Cash paid for amounts included in the measurement of lease liabilities: | ||||
| Operating cash flows for operating leases | $1,531 | $1,309 | $4,548 | $2,513 |
The Company reports the amortization of operating lease right-of-use assets and the change in operating lease liabilities on a net basis in other in the operating activities of the accompanying consolidated statements of cash flows.
The components of lease expense were as follows (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| Lease expense | 2025 | 2024 | 2025 | 2024 |
| Operating lease expense | $1,298 | $1,301 | $3,865 | $3,981 |
| Variable lease expense | 986 | 471 | 2,935 | 1,037 |
| Sublease income | (216) | (194) | (800) | (299) |
| Total lease expense | $2,068 | $1,578 | $6,000 | $4,719 |
The operating and variable lease expenses are reported within operating expenses while sublease income is reported in interest and other income.
As of September 30, 2025, maturities of lease liabilities are summarized as follows (in thousands):
| 2025 remaining | $1,531 |
| 2026 | 6,232 |
| 2027 | 6,389 |
| 2028 | 6,549 |
| 2029 | 6,714 |
| Thereafter | 38,727 |
| Total lease payments | 66,142 |
| Less: Effect of discounting to net present value | (27,957) |
| Present value of lease liabilities | $38,185 |
| Operating lease liabilities, current | 6,194 |
| Operating lease liabilities, non-current | 31,991 |
| Total operating lease liabilities | $38,185 |
Note 13. Commitments and Contingencies
Commitments
Commitments to Taro
The Company has a supply agreement with Taro Pharmaceuticals North America, Inc. ("Taro") to produce Keveyis. In 2023, the Company amended the agreement to extend the initial term until March 2027. As part of the agreement, as amended, the Company has agreed to certain annual minimum marketing spend requirements and minimum purchase order quantities for each year, which in the case of the minimum purchase order quantities, is based on the previous year's purchases.
Leases
As of September 30, 2025, the Company had unused letters of credit of$4.0 million, which were issued primarily to secure leases. These letters of credit are collateralized by $4.0 million of restricted cash, which is recorded in other assets in the consolidated balance sheets.
Contingencies
Legal Matters
From time to time, the Company may become involved in various legal actions arising in the ordinary course of business. As of September 30, 2025, management was not aware of any existing, pending or threatened legal actions that would have a material impact on the financial position or results of operations of the Company.
Long Term Debt
The 2029 Loans will mature on March 5, 2029; provided, however, that the 2029 Loans will mature on January 15, 2028 if the 2028 Convertible Notes are outstanding as of such date and either (i) the maturity date of the applicable notes has not been extended to a date not earlier than September 5, 2029 and (ii) the Company has not received net cash proceeds from one or more permitted equity raises or permitted raises of convertible debt which, together with no more than $15.6 million of cash on hand, is sufficient to redeem and discharge the 2028 Convertible Notes in full.
Note 14. Net Income (Loss) Per Common Share
Basic and diluted net income (loss) per common share are determined by dividing net income (loss) applicable to common stockholders by the weighted average common shares outstanding during the period. For periods in which the Company was in a net loss, the shares issuable upon conversion, exercise or vesting of Convertible Notes, warrants, stock option awards and RSUs have been excluded from the calculation because their effects would be anti-dilutive. Therefore, the weighted average common shares outstanding used to calculate both basic and diluted net loss per common share are the same.
A reconciliation of the numerator and denominator used in the calculation of basic and diluted net income (loss) per share is as follows (in thousands):
| Three months ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Numerator (basic and diluted): | ||||
| Net income (loss) | $621 | $(15,738) | $(10,527) | $(49,723) |
| Denominator: | ||||
| Weighted-average shares outstanding for basic net income (loss) per share | 163,649,932 | 148,993,823 | 158,559,467 | 145,962,198 |
| Effect of dilutive securities: | ||||
| Stock Options | 2,041,961 | — | — | — |
| Restricted stock units (RSUs) | 9,829,642 | — | — | — |
| Warrants | 2,095,772 | — | — | — |
| Weighted-average shares outstanding for diluted net income (loss) per share | 177,617,307 | 148,993,823 | 158,559,467 | 145,962,198 |
The following potentially dilutive securities were excluded from the computation of diluted weighted average common shares outstanding due to their anti-dilutive effect:
| Three months ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Stock Options | — | 8,940,872 | 5,765,600 | 8,940,872 |
| Restricted stock units (RSUs) | — | 16,373,663 | 13,776,105 | 16,373,663 |
| Warrants | — | 8,053,148 | 2,664,470 | 8,053,148 |
| Shares to be issued upon conversion of Convertible Notes | 10,971,895 | 15,939,216 | 10,971,895 | 15,939,216 |
| Total anti-dilutive securities excluded from EPS computation | 10,971,895 | 49,306,899 | 33,178,070 | 49,306,899 |
Note 15. Segment Reporting
The Company is a single operating and reporting segment dedicated to developing and commercializing therapies for people with chronic endocrine and neurological diseases. The Company has identified the Chief Executive Officer as the chief operating decision maker ("CODM").
The CODM regularly reviews consolidated financial information, including net income (loss), to assess the performance of the Company and allocate resources. The CODM also considers budget versus actual results and revenue trends to evaluate expenditures and allocate resources across the organization.
The condensed consolidated financial statements provide a comprehensive view of the Company’s overall financial condition, including information on segment assets and liabilities reported in the condensed consolidated balance sheets. The significant expense categories are consistent with those presented on the face of the condensed consolidated statements of operations and comprehensive income (loss), and the CODM does not receive or use any other disaggregated or significant expense information for decision making purposes.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.