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): ~~August~~September 308, 2021

STRONGBRIDGE BIOPHARMA plc

(Exact name of registrant as specified in its charter)

Ireland
(State or other jurisdiction of
incorporation or organization)

001-37569
(Commission
File Number)

98-1275166
(I.R.S. Employer
Identification No.)

900 Northbrook Drive, Suite 200
Trevose, PA
(Address of principal executive offices)

19053
(Zip Code)

Registrant’s telephone number, including area code: (610) 254-9200

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:

x¨ 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 Exchange Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Ordinary Share, par value $0.01 per share		SBBP		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 ¨

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 85.0107. ~~Other~~Submission ~~Events~~of Matters to a Vote of Security Holders.

~~Certain~~On ~~Litigation~~September 8, ~~Relating~~2021, Strongbridge Biopharma plc, a public limited company organized under the laws of Ireland (“Strongbridge”), held a special court-ordered meeting of shareholders (the “Court Meeting”) and an extraordinary general meeting of shareholders (the “EGM”), in each case relating to the pending acquisition (the “Acquisition”) of Strongbridge by Xeris Pharmaceuticals, Inc., a Delaware corporation (“Xeris”). The Acquisition will be effected by means of a “scheme of arrangement” under Irish law, pursuant to the Transaction Agreement, dated May 24, 2021, among Strongbridge, Xeris, Xeris Biopharma Holdings, Inc. (“HoldCo”) and Wells MergerSub, Inc. (“MergerSub”). Strongbridge’s shareholders approved proposal #1 at the Court Meeting and each of the proposals #1 through #6 at the EGM required to approve and implement the scheme of arrangement.

AsA ~~previously~~quorum ~~disclosed,~~was onpresent ~~May~~at ~~24,~~each ~~2021,~~of ~~Strongbridge Biopharma plc (“Strongbridge”) entered into a Transaction Agreement (~~the ~~“Transaction~~Court ~~Agreement”)~~Meeting ~~with Xeris Pharmaceuticals, Inc. (“Xeris”), Xeris Biopharma Holdings, Inc. (“HoldCo”)~~ and ~~Wells~~the ~~MergerSub, Inc~~EGM. ~~(“MergerSub”),~~ Abstentions ~~pursuant~~are toconsidered ~~which~~present ~~HoldCo~~for ~~will~~purposes ~~acquire Strongbridge by means~~ of determining a ~~scheme~~quorum. Because ofthe ~~arrangement~~votes ~~under~~required ~~Irish~~to ~~law~~approve (the ~~“Acquisition”) and~~proposals ~~MergerSub~~at ~~will~~the ~~merge~~Court ~~with~~ Meeting and ~~into~~the ~~Xeris,~~EGM ~~with~~are ~~Xeris~~based ason ~~the~~votes ~~surviving~~properly ~~corporation~~cast inat the ~~merger~~applicable ~~(the “Merger~~meeting,” and ~~the Merger~~because ~~together~~abstentions ~~with~~are ~~the~~not ~~Acquisition,~~considered ~~the~~votes ~~“Transaction”)~~properly cast, abstentions asand abroker ~~result~~non-votes ofalong ~~which~~with ~~Strongbridge~~failures ~~and~~to ~~Xeris~~vote ~~will~~have ~~become~~no ~~wholly~~effect ~~owned subsidiaries~~on ofsuch ~~HoldCo~~proposals.

AsThe offinal ~~August~~results ~~30, 2021, eight complaints have been filed by purported Strongbridge shareholders against Strongbridge and the members~~ of ~~its~~voting ~~board~~on ofeach ~~directors in connection with the Transaction. Michael Yassay v. Strongbridge Biopharma plc, et al., No. 1:21-cv-06802 was filed in the United States District Court for the Southern District~~ of ~~New York. Jeremy Roberson v. Strongbridge Biopharma plc, et al., No. 2:21-cv-03565 was filed in~~ the ~~United~~items ~~States~~submitted ~~District~~to ~~Court~~a ~~for the Eastern District of Pennsylvania. Cory Hanley v. Strongbridge Biopharma plc, et~~vote ~~al., No. 1:21-cv-04757 was filed in the United States District Court for the Eastern District~~ of ~~New York. Jerome Anderson v.~~ Strongbridge’s ~~Biopharma~~shareholders ~~plc,~~at ~~et al., No 1:21-cv-07217 was filed in~~ the ~~United States District~~ Court ~~for~~Meeting the Southern District of New York. John Jones v. Strongbridge Biopharma plc, et al., No. 1:21-cv-07233 was filed in the United States District Court for the Southern District of New York. Lewis D. Baker v. Strongbridge Biopharma plc, et al., No. 2:32-cv-03842 was filed in the United States District Court for the Eastern District of Pennsylvania. Matthew Whitfield v. Strongbridge Biopharma plc, et al., No. 1:21-cv-07242 was filed in the United States District Court for the Southern District of New York. John Ryan v. Strongbridge Biopharma plc, et al., No. 1:21-cv-07256 was filed in the United States District Court for the Southern District of New York. The eight complaints allege that the Definitive Proxy Statement on Schedule 14A filed by Strongbridge on July 29, 2021 (the “Joint Proxy Statement/Prospectus”) contains materially incomplete and ~~misleading information in violation of~~ the ~~Securities~~EGM ~~Exchange~~are ~~Act~~as ~~of 1934 and the rules promulgated thereunder. Each of the eight complaints seeks, among other things, an order enjoining the Transaction and an award of attorneys’ fees and other costs.~~follows:

~~The~~Court defendants believe that these complaints are without merit, and that no further disclosure is required under applicable law. Nonetheless, to specifically moot plaintiffs’ claims, to avoid the risk of the litigation delaying or adversely affecting the Transaction and to minimize the expense of defending the actions, Strongbridge is making supplemental disclosures (the “Supplemental Disclosures”) related to the Transaction, as set forth herein. Nothing in this Current Report on Form 8-K shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the Supplemental Disclosures.Meeting

~~Supplemental~~Proposal 1: ~~Disclosures~~To approve the scheme of arrangement.

~~This supplemental information should be read in conjunction with the Joint Proxy Statement/Prospectus filed by~~ Strongbridge, ~~which~~shareholders isapproved ~~available on~~ the ~~Internet~~proposal ~~site maintained by the Securities and Exchange Commission (the “SEC”) at www.sec.gov, along~~ with ~~periodic reports and other information Strongbridge files with~~ the ~~SEC.~~following Tovoting ~~the~~results ~~extent~~including ~~that~~ the ~~information~~percentage ~~set~~of ~~forth~~votes ~~herein~~cast ~~differs~~for from or updates information contained in the Joint Proxy Statement/Prospectus, the information set forth herein shall supersede or supplement the information in the Joint Proxy Statement/Prospectus. All page references are to pages in the Joint Proxy Statement/Prospectus, and ~~terms~~against ~~used below, unless otherwise defined, have~~ the ~~meanings~~proposal ~~set~~as ~~forth~~a inpercentage ~~the Joint~~of ~~Proxy~~total ~~Statement/Prospectus.~~votes cast:

The inclusion of certain summary unaudited prospective financial information in the Supplemental Disclosures should not be regarded as an indication that any of Strongbridge, Xeris, HoldCo or their respective affiliates, officers, directors or other representatives, or any other recipient of this information, considered, or now considers, it to be material or to be reliably predictive of actual future results, and the unaudited prospective financial information should not be relied upon as such.

For								Against								Abstain
	45,480,324				99.27	%			336,199				0.73	%			185,584

~~The~~In ~~disclosure~~addition, ~~under~~of the ~~heading~~13 ~~“Opinion~~registered ofshareholders ~~Xeris’ Financial~~entitled ~~Advisor~~to –vote on ~~Xeris~~the ~~Stand-Alone~~proposal, ~~Valuation~~7 ~~Analyses~~registered –shareholders ~~Publicly~~or ~~Traded~~87.5% ~~Company~~of ~~Analysis”~~those onvoting ~~page~~voted 92in favor of the ~~Joint Proxy~~proposal ~~Statement/Prospectus is hereby amended~~ and ~~supplemented~~1 byregistered ~~replacing~~shareholders ~~the~~or 12.5% ~~chart summarizing results~~ of ~~analysis~~those invoting ~~its~~voted ~~entirety~~against ~~with~~ the ~~following:~~proposal.

	Share Price (May 21, 2021)		Enterprise Value ($ in millions)		EY/2022E Net Revenue		EY/2023E Net Revenue
Zealand Pharma A/S	$	31.58	$	1,150		NM		7.6x
Esperion Therapeutics, Inc.	$	20.76	$	1,100		4.5x		2.6x
HLS Therapeutics Inc. (converted to USD)	$	14.03	$	556		3.8x		2.3x
Flexion Therapeutics, Inc.	$	8.46	$	550		2.8x		2.0x
TherapeuticsMD, Inc	$	1.23	$	558		2.6x		1.8x
Kala Pharmaceuticals Inc.	$	5.44	$	283		2.5x		1.3x
VYNE Therapeutics Inc.	$	3.66	$	106		1.4x		0.8x
75th Percentile						3.6x		2.4x
Mean						2.9x		2.6x
Median						2.7x		2.0x
25th Percentile						2.5x		1.5x

The Strongbridge shares voted in favor of and against the proposal represented 67.05% and 0.50%, respectively, of the 67,828,952 Strongbridge shares outstanding as of the voting record time and entitled to vote at the Court Meeting.

~~The~~Extraordinary ~~disclosure~~General under the heading “Opinion of Xeris’ Financial Advisor – Xeris Stand-Alone Valuation Analyses – Discounted Cash Flow Analysis” on page 93 of the Joint Proxy Statement/Prospectus is hereby amended and supplemented by replacing the first paragraph after the heading “Discounted Cash Flow Analysis” in its entirety with the following:Meeting

~~A discounted cash flow~~Proposal analysis is a traditional valuation methodology used to derive a valuation of an asset or set of assets by calculating the “present value” of estimated future cash flows of the asset or set of assets. “Present value” refers to the current value of future cash flows or amounts and is obtained by discounting those future cash flows or amounts by a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital, expected returns and other appropriate factors. SVB Leerink performed a discounted cash flow analysis to calculate the estimated present value of the stand-alone, unlevered, after-tax free cash flows that Xeris was forecasted to generate from October 1,: ~~2021 (the~~To ~~estimated~~approve ~~closing date of~~ the ~~Transaction)~~scheme through fiscal year 2025, which unlevered, after-tax free cash flows were derived from the Xeris Management Forecasts. SVB Leerink separately analyzed both the Unadjusted Xeris Projections and Adjusted Xeris Projections utilizing this methodology. For both analyses, SVB Leerink calculated terminal values for Xeris by applying perpetuity growth rates of ~~between~~arrangement ~~1.0% to 2.0%, which SVB Leerink based on its experience~~ and ~~professional~~authorize ~~judgment, given~~ the ~~nature~~directors of ~~Xeris and~~Strongbridge ~~its business and the industries in which it operates,~~ to ~~estimated~~take ~~2025~~all ~~unlevered,~~such ~~after-tax~~actions ~~free cash flows. The cash flows and terminal values were then discounted to present value~~ as ofthey ~~October 1, 2021 using discount rates ranging from 10.5% to 14.5%. This~~consider ~~range~~necessary ofor ~~discount~~appropriate ~~rates~~for ~~was~~carrying ~~based on SVB Leerink’s analysis of Xeris’ weighted average cost of capital derived from analyzing~~ the ~~cost~~scheme of ~~capital~~arrangement ~~for Xeris’ comparable companies, and taking~~ into ~~account certain metrics including the comparable companies’ levered and unlevered betas, a historical equity risk premium, size premia and yields for U~~effect.S. treasury notes, as well as a capital asset pricing model analysis of Xeris. In performing its discounted cash flow analysis, SVB Leerink adjusted for (i) cash balances, including cash and cash equivalents, estimated by Xeris management to equal approximately $81.5 million as of September 30, 2021, (ii) debt outstanding under Xeris’ senior secured loan facility, estimated by Xeris management to equal approximately $43.5 million as of September 30, 2021, and (iii) the estimated net present value of Xeris’ available net operating loss carryforwards and other tax attributes of approximately $54 million to $64 million using discount rates ranging from 10.5% to 14.5%.

~~The~~Strongbridge ~~disclosure~~shareholders ~~under~~approved the ~~heading~~proposal ~~“Opinion~~with ofthe ~~Xeris’~~following ~~Financial~~voting ~~Advisor~~results –including ~~Strongbridge~~the ~~Stand-Alone~~percentage ~~Valuation Analyses – Publicly Traded Company Analysis” on page 94~~ of ~~the Joint~~votes ~~Proxy~~cast ~~Statement/Prospectus~~for ~~is hereby amended~~ and ~~supplemented~~against ~~by replacing~~ the ~~chart~~proposal ~~summarizing~~as ~~results~~a percentage of ~~analysis~~total invotes ~~its entirety with the following~~cast:

		Share Price (May 21, 2021)			Enterprise Value ($ in millions)				EY/2022E Net Revenue			EY/2023E Net Revenue
For							Against							Abstain
Zealand Pharma A/S		$	31.58		$	1,150				NM			7.6x
	45,595,025			99.27	%			337,392			0.73	%			69,690
Verrica Pharmaceuticals Inc		$	11.35		$	260				7.4x			3.3x
Provention Bio, Inc.		$	7.65		$	288				6.6x			2.7x
Eton Pharmaceuticals, Inc		$	8.34		$	206				3.2x			2.4x
Eiger BioPharmaceuticals, Inc.		$	8.04		$	144				4.1x			2.4x
Avadel Pharmaceuticals Plc		$	7.92		$	412				4.8x			2.2x
Mirum Pharmaceuticals, Inc.		$	17.52		$	495				4.8x			2.2x
Ardelyx, Inc.		$	6.95		$	563				4.6x			2.1x
75th Percentile										5.7x			2.9x
Mean										5.1x			3.1x
Median										4.8x			2.4x
25th Percentile										4.4x			2.2x

~~The~~Proposal 2: ~~disclosure~~To ~~under~~approve the ~~heading~~cancellation ~~“Opinion~~ of ~~Xeris’ Financial~~any ~~Advisor~~Strongbridge –ordinary ~~Strongbridge~~shares ~~Stand-Alone~~in ~~Valuation~~issue ~~Analyses~~at –10:00 ~~Sum-of-the-Parts~~p.m., Irish ~~Discounted~~time, ~~Cash~~on ~~Flow~~the ~~Analysis”~~day onbefore ~~page~~the 95Irish ofHigh ~~the~~Court ~~Joint~~hearing ~~Proxy~~to ~~Statement/Prospectus~~sanction isthe ~~hereby~~scheme ~~amended~~(excluding, ~~and~~in ~~supplemented~~any bycase, ~~replacing~~any ~~the~~Strongbridge ~~fifth~~ordinary ~~paragraph~~shares ~~under~~which ~~the~~are ~~heading~~held from time ~~“Sum-of-the-Parts~~to ~~Discounted~~time ~~Cash~~by ~~Flow~~Xeris, ~~Analysis”~~HoldCo inor ~~its~~any ~~entirety~~other ~~with~~subsidiary ~~the~~of ~~following:~~Xeris, if any).

SVB Leerink calculated terminal values for the foregoing items by applying perpetuity growth rates of between (20.0%) to 0.0%, which SVB Leerink estimated based on its professional judgment and experience, given the nature of Strongbridge ~~and~~shareholders ~~its~~approved ~~business,~~ the ~~industries~~proposal inwith ~~which it operates, and~~ the ~~risk of generic~~following ~~entry~~voting toresults 2034 projected revenue. The cash flows and terminal values were then discounted to present value as of October 1, 2021 using discount rates ranging from 10.5% to 14.5%. This range of discount rates was based on SVB Leerink’s analysis of Strongbridge’s weighted average cost of capital derived from analyzing the cost of capital for Strongbridge’s comparable companies and taking into account certain metrics including the ~~comparable~~percentage ~~companies’ levered and unlevered betas, a historical equity risk premium, size premia and yields for U.S. treasury notes. From the foregoing analyses, SVB Leerink derived a range~~ of ~~illustrative~~votes ~~equity~~cast ~~values~~ for ~~RECORLEV~~ and ~~KEVEYIS~~against ~~and a range of negative illustrative present values for Strongbridge’s unallocated corporate costs. In performing its sum-of-~~the~~-parts~~ ~~discounted~~proposal ~~cash flow analysis, SVB Leerink adjusted for (i) cash balances, including cash and cash equivalents, estimated by Strongbridge management to equal approximately $55 million~~ as ofa ~~September~~percentage ~~30, 2021, (ii) debt outstanding under Strongbridge’s term loans, estimated by Strongbridge management to equal approximately $17 million as~~ of ~~September~~total ~~30,~~votes 2021 (when adjusted for the $3.0 million in debt convertible into Strongbridge ordinary shares), and (iii) the estimated net present value of Strongbridge’s available net operating loss carryforwards and other tax attributes of approximately $22 million to $31 million using discount rates ranging from 10.5% to 14.5%.cast:

The disclosure under the heading “Opinion of Strongbridge’s Financial Advisor – Strongbridge Valuation Analysis –Discounted Cash Flow Analysis” on pages 102 and 103 of the Joint Proxy Statement/Prospectus is hereby amended and supplemented by replacing the second and fourth paragraphs after the heading “Discounted Cash Flow Analysis” in their entirety with the following:

For								Against								Abstain
	45,584,777				99.27	%			336,473				0.73	%			80,857

~~At the direction of Strongbridge, MTS Securities~~Proposal ~~conducted~~3: ~~certain~~To ~~sensitivity~~authorise ~~analyses for~~ the ~~purposes~~directors of its discounted cash flow analysis, in each case based on sensitivity ranges determined by MTS Securities in its professional judgment, using ranges of (i) revenue achievements of 50% to 150%, as provided by Strongbridge ~~management,~~ ~~and (ii) weighted average cost of capital of 12%~~ to ~~14%,~~apply ~~reflecting~~the ~~estimates~~reserve ofarising ~~Strongbridge’s~~in ~~average cost of capital. With respect to~~ the ~~sensitivity~~books ~~range for estimated weighted average cost~~ of ~~capital~~account of Strongbridge, ~~MTS~~as ~~Securities used~~ a ~~range based~~result onof the ~~weighted~~cancellation ~~average cost~~ of ~~capital for~~ the ~~selected~~Cancellation ~~comparable~~Shares ~~companies~~(as defined in the ~~“Public~~scheme ~~Trading~~of ~~Comparable~~arrangement) ~~Companies~~to ~~Analysis” immediately~~allot ~~below~~and asissue ~~calculated~~new byStrongbridge ~~MTS Securities~~ordinary shares, ~~which~~fully ~~was~~paid ~~equal~~up, to ~~approximately~~HoldCo ~~13%,~~and/or ~~which~~its ~~amount~~nominee(s) in ~~was~~connection ~~then~~with ~~expanded~~effecting ~~equally to obtain~~ the ~~sensitivity range equal to 12% to 14% noted above~~scheme.

~~MTS~~Strongbridge ~~Securities~~shareholders ~~calculated~~approved the ~~unlevered~~proposal free cash flows (as operating income (earnings before interest expenses and taxes), less tax expenses, plus asset amortization, plus stock compensation, less change in net working capital, less costs and milestone payments in connection with the ~~licensing of the marketing rights to Keveyis~~following ~~from~~voting ~~Taro~~results ~~Pharmaceutical~~including ~~Industries Ltd.) based on~~ the ~~Base~~percentage ~~Case, the Low Case and the High Case~~ of ~~the~~votes ~~Strongbridge~~cast ~~Management~~for ~~Projections, that Strongbridge’s management projected Strongbridge to generate during the period beginning on July 1, 2021~~ and ~~ending~~against ~~on December 31, 2036, taking into account~~ the ~~sensitivity~~proposal ~~metrics~~as described above, and assuming no terminal value. Based on MTS Securities’ professional judgment, MTS Securities assumed no terminal value because MTS Securities calculated the unlevered free cash flows for the period for which Strong-bridge’s key assets had patent protection, based on information provided to MTS Securities from Strongbridge management. The unlevered free cash flows took into account the effect of $92 million in net operating losses but did not take into account the cost of future capital raises. The unlevered free cash flows were then discounted to present values using a ~~range~~percentage of ~~discount~~total ~~rates based~~votes ~~on Strongbridge’s estimated weighted average cost of capital.~~cast:

The disclosure under the heading “Opinion of Strongbridge’s Financial Advisor – Xeris Valuation Analysis –Discounted Cash Flow Analysis” on page 105 of the Joint Proxy Statement/Prospectus is hereby amended and supplemented by replacing the first and third paragraphs under the heading “Discounted Cash Flow Analysis” in their entirety with the following:

For								Against								Abstain
	45,585,796				99.26	%			340,938				0.74	%			75,373

~~At the direction of Strongbridge, MTS Securities~~Proposal ~~conducted~~4: ~~certain~~To ~~sensitivity~~amend ~~analyses for~~ the ~~purposes~~articles of ~~its~~association ~~discounted cash flow analysis~~ of ~~Xeris,~~Strongbridge inso ~~each~~that ~~case~~any ~~based~~ordinary onshares ~~sensitivity ranges determined by MTS Securities in its professional judgment, using ranges~~ of ~~(i)~~Strongbridge ~~revenue~~that ~~achievements~~are ofissued ~~50%~~on toor ~~100%, as provided~~after bythe ~~Strongbridge~~Voting ~~management,~~Record ~~and~~Time (~~ii)~~as ~~weighted~~defined ~~average~~in ~~cost~~the ofscheme ~~capital~~ of ~~10%~~arrangement) to ~~12%,~~persons ~~reflecting~~other ~~estimates~~than ofHoldCo ~~Xeris’~~and/or ~~average~~its ~~cost of~~nominees ~~capital.~~will ~~With~~either ~~respect~~be subject to the ~~sensitivity~~terms ~~range for estimated weighted average cost~~ of ~~capital of Xeris, MTS Securities used a range based on~~ the ~~weighted~~scheme ~~average~~or ~~cost~~will ofbe ~~capital for the selected comparable companies in the “Public Trading Comparable Companies Analysis”~~ immediately ~~below~~and asautomatically ~~calculated~~acquired by ~~MTS~~HoldCo ~~Securities,~~and/or ~~which~~its ~~was~~nominee(s) for ~~equal to approximately 11%, which amount was then expanded equally to obtain~~ the ~~sensitivity~~scheme ~~range equal to 10% to 12% noted above~~consideration.

MTS Securities calculated the unlevered free cash flows (as operating income (earnings before interest expenses and taxes), less tax expenses, plus depreciation, plus stock compensation, plus other operating activities, less change in net working capital, less capital expenditures) that Strongbridge’s ~~management~~shareholders ~~projected Xeris~~approved ~~to generate during~~ the ~~period~~proposal ~~beginning~~with ~~on July 1, 2021 and ending on December 31, 2036, taking into account~~ the ~~sensitivity metrics~~following ~~described~~voting ~~above,~~results ~~and~~including ~~assuming no terminal value. Based on MTS Securities’ professional judgment, MTS Securities assumed no terminal value because MTS Securities calculated~~ the ~~unlevered~~percentage ~~free~~of ~~cash~~votes ~~flows~~cast for the period for which Xeris’ key assets had patent protection, based on information provided to MTS Securities from Strongbridge management. The unlevered free cash flows took into account the effect of $54 million in net operating losses created in 2017 or earlier and ~~$231~~against ~~million in net operating losses created in 2018 or later, but did not take into account~~ the ~~cost~~proposal ofas ~~future capital raises. The unlevered free cash flows were then discounted to present values using~~ a ~~range~~percentage of ~~discount~~total ~~rates~~votes ~~based on Xeris’ estimated weighted average cost of capital.~~cast:

NO OFFER OR SOLICITATION

For								Against								Abstain
	45,588,311				99.26	%			339,120				0.74	%			74,676

~~This communication is for information purposes only and is not intended~~Proposal to5: ~~and~~To does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or the Transactionapprove, ~~nor shall~~on ~~there~~a ~~be any sale~~non-binding, ~~issuance~~advisory ~~or transfer of securities in any jurisdiction in contravention of applicable law. In particular~~basis, ~~this communication~~specified iscompensatory ~~not~~arrangements anbetween ~~offer~~Strongbridge ofand ~~securities~~its ~~for~~named ~~sale into the United States. No offer of securities shall be made in the United States~~executive ~~absent~~officers ~~registration~~relating ~~under~~to the ~~Securities Act of 1933, as amended, or pursuant to an exemption from, or in a~~ transaction ~~not subject to, such registration requirements~~. The Acquisition will be made solely by means of the Scheme Document, which contains the full terms and conditions of the Acquisition, including details of how Strongbridge shareholders may vote in respect of the Acquisition.

~~IMPORTANT~~Strongbridge ~~ADDITIONAL~~shareholders ~~INFORMATION~~approved ~~AND~~the ~~WHERE~~proposal TOwith ~~FIND~~the ITfollowing voting results including the percentage of votes cast for and against the proposal as a percentage of total votes cast:

Strongbridge, Xeris and HoldCo have prepared and filed with the SEC, and the SEC declared effective on July 29, 2021, a registration statement on Form S-4 (File No. 333-257642) that includes the joint proxy statement by Xeris and Strongbridge (the “Proxy Statement”) and also constitutes a prospectus with respect to the HoldCo shares of common stock (“HoldCo Shares”) to be issued pursuant to the Transaction. The Joint Proxy Statement/Prospectus also contains the Scheme Document and further information relating to the implementation of the Transaction, the full terms and conditions of the Transaction (including the Scheme, notices of the Strongbridge Special Meetings and the Xeris Special Meeting (each as defined in the Joint Proxy Statement/Prospectus) and information on HoldCo Shares. Strongbridge and Xeris may also file other documents with the SEC regarding the Transaction. This communication is not a substitute for the Joint Proxy Statement/Prospectus or any other document which Strongbridge, Xeris or HoldCo may file with the SEC.

For								Against								Abstain
	40,483,565				88.28	%			5,375,822				11.72	%			142,720

~~The~~Proposal 6: ~~Joint~~To ~~Proxy~~approve ~~Statement/Prospectus,~~any asmotion ~~well~~by asthe ~~Strongbridge’s and~~Chairman ~~Xeris’~~to ~~other~~adjourn ~~public filings with~~ the ~~SEC~~EGM, ~~may~~or beany ~~obtained~~adjournments ~~without~~thereof, ~~charge~~to atsolicit ~~the~~additional ~~SEC’s~~proxies ~~website~~in favour atof ~~www.sec.gov~~the ~~and,~~approval inof the ~~case~~ ofresolutions ~~Strongbridge’s~~if ~~filings,~~there atare ~~Strongbridge’s~~insufficient ~~website~~votes at ~~www.strongbridgebio.com~~the ~~and,~~time inof the ~~case~~EGM ofto ~~Xeris’~~approve ~~filings, at~~resolutions ~~Xeris’~~1 ~~website~~through ~~at www~~4.~~xerispharma.com.~~

~~INVESTORS,~~Strongbridge ~~STRONGBRIDGE~~shareholders ~~SHAREHOLDERS~~approved ~~AND~~the ~~XERIS~~proposal ~~STOCKHOLDERS~~with ~~ARE~~the ~~URGED~~following TOvoting ~~READ~~results ~~THE~~including ~~JOINT~~the ~~PROXY~~percentage ~~STATEMENT/PROSPECTUS~~of ~~AND~~votes ~~ANY~~cast ~~OTHER~~for ~~RELEVANT~~and ~~DOCUMENTS~~against ~~THAT~~the ~~ARE~~proposal ~~FILED~~as ORa ~~WILL~~percentage BEof ~~FILED~~total ~~WITH~~votes ~~THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION.~~cast:

Any vote in respect of resolutions to be proposed at the Strongbridge Special Meetings to approve the Acquisition, the Scheme or related matters, or other responses in relation to the Acquisition, should be made only on the basis of the information contained in the Joint Proxy Statement/Prospectus (including the Scheme Document). Similarly, any vote in respect of resolutions to be proposed at the Xeris Special Meeting or any decision in respect of, or other response to, the Transaction, should be made only on the basis of the information contained in the Joint Proxy Statement/Prospectus.

For								Against								Abstain
	45,013,201				98.02	%			911,548				1.98	%			77,358

~~PARTICIPANTS~~Item IN8.01. ~~THE~~Other ~~SOLICITATION~~Events.

~~Strongbridge,~~On ~~Xeris~~September 8, ~~HoldCo and their respective directors~~2021, ~~executive officers~~Strongbridge ~~and~~issued ~~employees~~a ~~may~~press berelease ~~deemed to be participants in the solicitation of proxies from their respective shareholders in connection~~announcing ~~with~~ the ~~Transaction.~~results ~~Information regarding the persons who may, under the rules~~ of the ~~SEC,~~Court beMeeting ~~deemed~~and ~~to be participants in~~ the ~~solicitation of~~EGM. ~~shareholders~~A incopy ~~connection with the Transaction, including a description~~ of ~~their direct or indirect interests, which may be different from those of Strongbridge shareholders or Xeris stockholders generally, by security holdings or otherwise, are set forth in~~ the ~~Joint Proxy~~press ~~Statement/Prospectus~~release ~~(which contains the Scheme Document). Information regarding Strongbridge’s directors and executive officers~~ is ~~contained~~attached inhereto ~~Strongbridge’s~~as ~~Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 3, 2021, and its Proxy Statement on Schedule 14A, dated and filed with the SEC on April 14, 2021~~Exhibit 99.1 ~~Information regarding Xeris’ directors~~ and ~~executive~~incorporated ~~officers is contained in Xeris’ Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC~~herein onby ~~March 9, 2021, and its Proxy Statement on Schedule 14A, dated and filed with the SEC on April 29, 2021~~reference. ~~You may obtain free copies of these documents using the sources indicated above.~~

~~FORWARD-LOOKING~~Item ~~STATEMENTS~~9.01. Financial Statements and Exhibits.

This communication contains certain forward-looking statements with respect to a proposed transaction involving Xeris and Strongbridge and Xeris’, Strongbridge’s and/or the combined group’s estimated or anticipated future business, performance and results of operations and financial condition, including estimates, forecasts, targets and plans for Xeris and Strongbridge and, following the Acquisition, if completed, the combined group. The words “believe,” “expect,” “anticipate,” “project” and similar expressions, among others, generally identify forward looking statements. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those indicated in the forward-looking statements. Such risks and uncertainties include, but are not limited to, the possibility that a possible acquisition will not be pursued, failure to obtain necessary shareholder or regulatory approvals or required financing or to satisfy any of the other conditions to the possible acquisition, the reaction of Xeris’ and Strongbridge’s shareholders to the proposed transaction, adverse effects on the market price of Xeris shares of common stock (~~“Xeris Shares”~~d) or Strongbridge ordinary shares (“Strongbridge Shares”) and on Xeris’ or Strongbridge’s operating results because of a failure to complete the possible acquisition, failure to realize the expected benefits of the possible acquisition, failure to promptly and effectively integrate Strongbridge’s businesses, negative effects relating to the announcement of the possible acquisition or any further announcements relating to the possible acquisition or the consummation of the possible acquisition on the market price of Xeris Shares or Strongbridge Shares, significant transaction costs and/or unknown or inestimable liabilities, the risk that any potential payment of proceeds pursuant to the CVR Agreement may not be distributed at all or result in any value to Strongbridge shareholders, potential litigation associated with the possible acquisition, general economic and business conditions that affect the combined companies following the consummation of the possible acquisition, the impact of the COVID-19 pandemic on Xeris’ or Strongbridge’s businesses or the combined businesses following the consummation of the transaction, changes in global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax laws, regulations, rates and policies, future business acquisitions or disposals and competitive developments Exhibits. These forward-looking statements are based on numerous assumptions and assessments made in light of Xeris’ or, as the case may be, Strongbridge’s experience and perception of historical trends, current conditions, business strategies, operating environment, future developments and other factors it believes appropriate. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking statements in this announcement could cause Xeris’ plans with respect to Xeris or Strongbridge, Strongbridge’s or Xeris’ actual results, performance or achievements, industry results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and persons reading this announcement are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this announcement. Additional information about economic, competitive, governmental, technological and other factors that may affect Xeris is set forth in Item 1A, “Risk Factors,” in Xeris’ 2020 Annual Report on Form 10-K, which has been filed with the SEC, the contents of which are not incorporated by reference into, nor do they form part of, this announcement. Additional information about economic, competitive, governmental, technological and other factors that may affect Strongbridge is set forth in Item 1A, “Risk Factors,” in Strongbridge’s 2020 Annual Report on Form 10-K, which has been filed with the SEC, the contents of which are not incorporated by reference into, nor do they form part of, this announcement.

Any forward-looking statements in this announcement are based upon information available to Xeris, Strongbridge and/or their respective boards of directors, as the case may be, as of the date of this announcement and, while believed to be true when made, may ultimately prove to be incorrect. Subject to any obligations under applicable law, none of Xeris, Strongbridge or any member of their respective boards of directors undertakes any obligation to update any forward-looking statement whether as a result of new information, future developments or otherwise, or to conform any forward-looking statement to actual results, future events, or to changes in expectations. All subsequent written and oral forward-looking statements attributable to Xeris, Strongbridge or their respective boards of directors or any person acting on behalf of any of them are expressly qualified in their entirety by this paragraph.

99.1	Press Release, dated September 8, 2021.

104	Cover Page Interactive Data File (formatted as inline XBRL)

~~STATEMENT~~FORWARD-LOOKING ~~REQUIRED BY THE IRISH TAKEOVER RULES~~STATEMENTS

~~The~~This ~~directors~~communication ofcontains certain forward-looking statements with respect to a proposed transaction involving Xeris and Strongbridge ~~accept~~and ~~responsibility~~Xeris’, Strongbridge’s and/or the combined group’s estimated or anticipated future business, performance and results of operations and financial condition, including estimates, forecasts, targets and plans for Xeris and Strongbridge and, following the ~~information~~Acquisition, if completed, the combined group. The words “believe,” ~~contained~~“expect,” “anticipate,” “project” and similar expressions, among others, generally identify forward-looking statements. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those indicated in ~~this~~the ~~communication~~forward-looking statements. ToSuch risks and uncertainties include, but are not limited to, the ~~best~~possibility that a possible acquisition will not be pursued, failure to obtain necessary shareholder or regulatory approvals or required financing or to satisfy any of the ~~knowledge~~other ~~and~~conditions ~~belief~~to the possible acquisition, the reaction of Xeris’ and Strongbridge’s shareholders to the ~~directors~~proposed transaction, adverse effects on the market price of Xeris shares of common stock (“Xeris Shares”) or Strongbridge ordinary shares (~~who~~“Strongbridge ~~have~~Shares”) ~~taken~~and on Xeris’ or Strongbridge’s operating results because of a failure to complete the possible acquisition, failure to realize the expected benefits of the possible acquisition, failure to promptly and effectively integrate Strongbridge’s businesses, negative effects relating to the announcement of the possible acquisition or any further announcements relating to the possible acquisition or the consummation of the possible acquisition on the market price of Xeris Shares or Strongbridge Shares, significant transaction costs and/or unknown or inestimable liabilities, the risk that any potential payment of proceeds pursuant to the CVR Agreement may not be distributed at all ~~reasonable~~or result in any value to Strongbridge shareholders, potential litigation associated ~~care~~with the possible acquisition, general economic and business conditions that affect the combined companies following the consummation of the possible acquisition, the impact of the COVID-19 pandemic on Xeris’ or Strongbridge’s businesses or the combined businesses following the consummation of the transaction, changes in global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax laws, regulations, rates and policies, future business acquisitions or disposals and competitive developments. These forward-looking statements are based on numerous assumptions and assessments made in light of Xeris’ or, as the case may be, Strongbridge’s experience and perception of historical trends, current conditions, business strategies, operating environment, future developments and other factors it believes appropriate. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to ~~ensure~~events and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking statements in this announcement could cause Xeris’ plans with respect to Xeris or Strongbridge, Strongbridge’s or Xeris’ actual results, performance or achievements, industry results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the ~~case)~~expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and persons reading this announcement are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this announcement. Additional information ~~contained~~about economic, competitive, governmental, technological and other factors that may affect Xeris is set forth in ~~this~~Item ~~communication~~1A, ~~for~~“Risk Factors,” in Xeris’ 2020 Annual Report on Form 10-K, which has been filed with the SEC, the contents of which are not incorporated by reference into, nor do they ~~respectively~~form ~~accept~~part ~~responsibility~~of, this announcement. Additional information about economic, competitive, governmental, technological and other factors that may affect Strongbridge is set forth in ~~accordance~~Item 1A, “Risk Factors,” in Strongbridge’s 2020 Annual Report on Form 10-K, which has been filed with the SEC, the ~~facts~~contents ~~and~~of ~~does~~which are not ~~omit~~incorporated ~~anything~~by ~~likely~~reference tointo, ~~affect~~nor ~~the~~do ~~import~~they form part of, ~~such~~this ~~information~~announcement.

NOAny ~~PROFIT~~forward-looking ~~FORECAST~~statements in this announcement are based upon information available to Xeris, Strongbridge and/or ~~ASSET~~their ~~VALUATIONS~~respective boards of directors, as the case may be, as of the date of this announcement and, while believed to be true when made, may ultimately prove to be incorrect. Subject to any obligations under applicable law, none of Xeris, Strongbridge or any member of their respective boards of directors undertakes any obligation to update any forward-looking statement whether as a result of new information, future developments or otherwise, or to conform any forward-looking statement to actual results, future events, or to changes in expectations. All subsequent written and oral forward-looking statements attributable to Xeris, Strongbridge or their respective boards of directors or any person acting on behalf of any of them are expressly qualified in their entirety by this paragraph.

NoNO ~~statement~~PROFIT inFORECAST ~~this~~/ ~~communication~~ASSET is intended to constitute a profit forecast for any period, nor should any statements be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for Strongbridge, Xeris or HoldCo as appropriate. No statement in this communication constitutes an asset valuation.VALUATIONS

~~GENERAL~~No statement in this communication is intended to constitute a profit forecast for any period, nor should any statements be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for Strongbridge, Xeris or HoldCo as appropriate. No statement in this communication constitutes an asset valuation.

~~The~~STATEMENT ~~release,~~REQUIRED ~~publication~~BY orTHE ~~distribution~~IRISH ofTAKEOVER this communication in or into certain jurisdictions may be restricted by the laws of those jurisdictions, including any Restricted Jurisdictions (as defined in the Scheme). Accordingly, copies of this communication and all other documents relating to the Transaction are not being, and must not be, released, published, mailed or otherwise forwarded, distributed or sent in, into or from any such Restricted Jurisdictions. Persons receiving such documents (including, without limitation, nominees, trustees and custodians) should observe these restrictions. Failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the proposed transaction disclaim any responsibility or liability for the violations of any such restrictions by any person.RULES

~~PUBLICATION~~The ONdirectors Aof ~~WEBSITE~~Strongbridge accept responsibility for the information contained in this communication. To the best of the knowledge and belief of the directors of Strongbridge (who have taken all reasonable care to ensure such is the case), the information contained in this communication for which they respectively accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

InDEALING ~~accordance~~DISCLOSURE with Rule 19.9 of the Irish Takeover Rules, a copy of this communication will be published on Xeris’ and Strongbridge’s joint microsite at www.xerisstrongbridge.com, which can be accessed via a link on Xeris’ website at website at www.xerispharma.com and on Strongbridge’s website at www.strongbridgebio.com.REQUIREMENTS

~~The~~Under ~~content~~the provisions of Rule 8.3 of the Irish Takeover Rules, if any ~~website~~person ~~referred~~is, toor becomes, ‘interested’ (directly or indirectly) in ~~this~~1% ~~communication~~or ismore ~~not~~of any class of ‘relevant securities’ ~~incorporated~~of ~~into~~Strongbridge ~~and~~or ~~does~~Xeris, all ‘dealings’ in any ‘relevant securities’ of Strongbridge or Xeris (including by means of an option in respect of, or a derivative referenced to, any such ‘relevant securities’) must be publicly disclosed by not later ~~form~~than ~~part~~3:30 pm (New York time) on the ‘business’ day following the date of ~~this~~the ~~communication~~relevant transaction. This requirement will continue until the date on which the scheme of arrangement becomes effective or on which the ‘offer period’ otherwise ends. If two or more persons cooperate on the basis of any agreement, either express or tacit, either oral or written, to acquire an ‘interest’ in ‘relevant securities’ of Strongbridge or Xeris, they will be deemed to be a single person for the purpose of Rule 8.3 of the Irish Takeover Rules.

~~SIGNATURE~~Under the provisions of Rule 8.1 of the Irish Takeover Rules, all ‘dealings’ in ‘relevant securities’ of Strongbridge by Xeris or ‘relevant securities’ of Xeris by Strongbridge, or by any party acting in concert with either of them, must also be disclosed by no later than 12 noon (New York time) on the ‘business’ day following the date of the relevant transaction.

~~Pursuant~~A todisclosure ~~the~~table, ~~requirements~~giving details of the ~~Securities Exchange~~companies ~~Act~~in ofwhose ‘relevant ~~1934,~~securities’ ~~the~~‘dealings’ ~~registrant~~should ~~has~~be ~~duly~~disclosed, ~~caused~~can ~~this report to~~ be ~~signed~~found on ~~its behalf by~~ the ~~undersigned~~Panel’s ~~hereunto~~website ~~duly authorized~~at ww.irishtakeoverpanel.ie.

~~Dated:~~‘Interests ~~August~~in 30securities’ arise, ~~2021~~in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an ‘interest’ by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

~~STRONGBRIDGE~~Terms ~~BIOPHARMA~~in ~~PLC~~single ~~By:~~quotation ~~/s/~~marks ~~Richard~~are Sdefined in the Irish Takeover Rules, which can also be found on the Panel’s website. ~~Kollender~~If ~~Name:~~you ~~Richard~~are Sin any doubt as to whether or not you are required to disclose a dealing under Rule 8, please consult the Panel’s website at www.irishtakeoverpanel.ie ~~Kollender~~or ~~Title:~~contact ~~President~~the ~~and~~Panel ~~Chief~~on ~~Financial~~telephone ~~Officer~~number +353 1 678 9020.

GENERAL

The release, publication or distribution of this communication in or into certain jurisdictions may be restricted by the laws of those jurisdictions, including any Restricted Jurisdictions (as defined in the scheme of arrangement). Accordingly, copies of this communication and all other documents relating to the Transaction are not being, and must not be, released, published, mailed or otherwise forwarded, distributed or sent in, into or from any such Restricted Jurisdictions. Persons receiving such documents (including, without limitation, nominees, trustees and custodians) should observe these restrictions. Failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the proposed transaction disclaim any responsibility or liability for the violations of any such restrictions by any person.

PUBLICATION ON A WEBSITE

In accordance with Rule 19.9 of the Irish Takeover Rules, a copy of this communication will be published on Xeris’ and Strongbridge’s joint microsite at www.xerisstrongbridge.com, which can be accessed via a link on Xeris’ website at website at www.xerispharma.com and on Strongbridge’s website at www.strongbridgebio.com.

The content of any website referred to in this communication is not incorporated into and does not form part of this communication.

SIGNATURE

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.

Dated: September 8, 2021

	STRONGBRIDGE BIOPHARMA PLC

	By:	/s/ Richard S. Kollender
		Name: Richard S. Kollender
		Title: President and Chief Financial Officer

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