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): ~~September~~October 85, 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:

¨ 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~~INTRODUCTORY ~~5.07. Submission of Matters to a Vote of Security Holders.~~NOTE

OnAs ~~September 8,~~previously ~~2021,~~reported ~~Strongbridge~~in ~~Biopharma~~the ~~plc,~~Current aReport ~~public~~on ~~limited~~Form 8-K filed ~~company~~with ~~organized~~the ~~under~~U.S. ~~the~~Securities ~~laws~~and ofExchange ~~Ireland~~Commission (the “~~Strongbridge~~SEC”), ~~held~~on aMay 24, ~~special~~2021, ~~court-ordered~~Strongbridge ~~meeting~~Biopharma ofplc ~~shareholders~~ (~~the~~ “~~Court Meeting~~Strongbridge”) entered ~~and~~into ana ~~extraordinary~~Transaction ~~general~~Agreement ~~meeting of shareholders~~ (the “~~EGM~~Transaction Agreement”), inwith ~~each~~Xeris ~~case~~Pharmaceuticals, Inc. ~~relating~~(“Xeris”), Xeris toBiopharma ~~the~~Holdings, Inc. ~~pending acquisition~~ (~~the~~ “~~Acquisition~~Holdco”) ofand ~~Strongbridge~~Wells ~~by Xeris Pharmaceuticals~~MergerSub, Inc., a ~~Delaware~~wholly ~~corporation~~owned subsidiary of Holdco (“~~Xeris~~MergerSub”)., ~~The Acquisition~~pursuant ~~will~~to bewhich ~~effected~~Holdco would acquire Strongbridge (the “Acquisition”) by means of a “scheme of arrangement (the “Scheme”) under Irish law, ~~pursuant~~for toa ~~the~~per ~~Transaction~~share ~~Agreement, dated~~consideration ~~May 24,~~of ~~2021,~~0.7840 ~~among~~newly ~~Strongbridge,~~issued ~~Xeris,~~shares of ~~Xeris~~Holdco ~~Biopharma~~common ~~Holdings~~stock, ~~Inc.~~ ~~(“HoldCo”)~~ and ~~Wells~~cash ~~MergerSub, Inc. (“MergerSub”). Strongbridge’s~~in ~~shareholders~~lieu ~~approved~~of ~~proposal~~fractions #1thereof, atplus ~~the~~one ~~Court~~contingent ~~Meeting~~value ~~and~~right ~~each~~(“CVR”) ofworth ~~the~~up ~~proposals~~to #1an ~~through~~additional #6$1.00 atpayable ~~the~~in ~~EGM~~cash, Holdco ~~required~~common tostock ~~approve~~or ~~and~~a ~~implement~~combination ~~the~~thereof ~~scheme~~at ofHoldco’s ~~arrangement~~sole election.

AAs ~~quorum~~part ~~was~~of ~~present~~the atScheme, ~~each~~the issuance of ~~the~~Holdco ~~Court~~shares ~~Meeting~~was ~~and~~registered under the ~~EGM. Abstentions are~~Securities ~~considered~~Act ~~present~~of ~~for~~1933, ~~purposes~~as ofamended, ~~determining~~pursuant to a ~~quorum. Because~~registration ~~the~~statement ~~votes~~on ~~required~~Form S-4 tofiled ~~approve~~by ~~the~~Holdco ~~proposals~~with at the ~~Court~~SEC ~~Meeting~~ and ~~the~~declared effective ~~EGM~~on ~~are~~July 29, ~~based~~2021. onThe ~~votes~~joint ~~properly~~proxy ~~cast~~statement/prospectus atof ~~the~~Holdco, ~~applicable meeting~~Strongbridge, and ~~because~~Xeris ~~abstentions~~contains ~~are~~additional ~~not~~information about ~~considered~~the ~~votes~~Acquisition ~~properly cast, abstentions~~ and ~~broker~~other ~~non-votes~~transactions ~~along~~contemplated ~~with~~by ~~failures~~the toTransaction ~~vote~~Agreement ~~have~~(together, nothe ~~effect on such proposals~~“Transactions”).

~~The~~As ~~final~~previously ~~results~~reported ofin ~~voting~~the Current Report on ~~each~~Form 8-K offiled with the ~~items~~SEC ~~submitted~~on toSeptember 8, 2021, Strongbridge held a ~~vote~~ special court-ordered meeting of ~~Strongbridge’s~~shareholders (the “Court Meeting”) and an extraordinary general meeting of shareholders (the “EGM”), where proposal #1 at the Court Meeting and proposals #1 through #6 at the EGM ~~are~~were aseach ~~follows:~~approved in order to enable implementation of the Scheme.

~~Court~~Effective ~~Meeting~~as of October 5, 2021 (the “Effective Date”), Holdco completed the Acquisition pursuant to the Scheme. As a result of the Transactions, both Xeris and Strongbridge have become wholly owned subsidiaries of Holdco, with former Strongbridge shareholders owning approximately 40% of Holdco and former Xeris shareholders owning approximately 60% of Holdco.

~~Proposal~~The foregoing description of the Transaction Agreement is not complete 1:and Tois ~~approve~~qualified in its entirety by reference to the ~~scheme~~Transaction Agreement, a copy of ~~arrangement~~which is filed as Exhibit 2.1 to Strongbridge’s Current Report on Form 8-K, filed with the SEC on May 24, 2021, and is incorporated herein by reference.

~~Strongbridge~~Item ~~shareholders~~2.01 ~~approved~~Completion ~~the proposal with the following voting results including the percentage~~ of ~~votes~~Acquisition ~~cast~~or ~~for~~Disposition ~~and against the proposal as a percentage~~ of ~~total votes cast:~~Assets.

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

The disclosures under the Introductory Note and Item 3.01 are incorporated herein by reference.

InItem ~~addition,~~3.01 Notice of ~~the~~Delisting 13or ~~registered~~Failure ~~shareholders entitled~~ to ~~vote on~~Satisfy ~~the~~a ~~proposal,~~Continued 7Listing ~~registered~~Rule ~~shareholders~~ or ~~87.5%~~Standard; ofTransfer ~~those voting voted in favor~~ of ~~the proposal and 1 registered shareholders or 12~~Listing.~~5% of those voting voted against the proposal.~~

The ~~Strongbridge~~disclosures ~~shares~~under ~~voted in favor of and against~~ the ~~proposal represented~~Introductory ~~67.05%~~Note ~~and~~are ~~0.50%,~~incorporated ~~respectively, of the 67,828,952 Strongbridge shares outstanding as of the voting record time and entitled~~herein toby ~~vote at the Court Meeting~~reference.

~~Extraordinary~~On ~~General~~October 5,2021, ~~Meeting~~Strongbridge (i) notified the Nasdaq Global Select Market (“Nasdaq”) of the effectiveness of the Scheme and (ii) requested that Nasdaq (A) suspend trading of Strongbridge ordinary shares effective before the opening of trading on October 6, 2021 and (B) file with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the shares of Strongbridge ordinary shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, the Shares will no longer be listed on Nasdaq. Strongbridge intends to file with the SEC a certification on Form 15 under the Exchange Act, requesting the suspension of Strongbridge’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

~~Proposal 1:~~Item To3.03 ~~approve~~Material ~~the~~Modification ~~scheme of arrangement and authorize the directors of Strongbridge~~ to ~~take~~Rights ~~all such actions as they consider necessary or appropriate for carrying the scheme~~ of ~~arrangement~~Security ~~into effect~~Holders.

~~Strongbridge~~The ~~shareholders~~disclosures ~~approved~~under the ~~proposal~~Introductory ~~with~~Note, Item ~~the~~3.01 ~~following voting results including the percentage of votes cast for~~ and ~~against~~Item 5.01 ~~the~~are ~~proposal~~incorporated asherein aby ~~percentage of total votes cast:~~reference.

For								Against								Abstain
	45,595,025				99.27	%			337,392				0.73	%			69,690

Item 5.01 Changes in Control of Registrant.

~~Proposal 2:~~The Todisclosures ~~approve~~under the ~~cancellation~~Introductory ~~of any Strongbridge ordinary shares in issue at 10:00 p.m.~~Note, ~~Irish~~Item ~~time,~~3.01 onand ~~the day before~~5.02 ~~the Irish High Court hearing to sanction the scheme (excluding, in any case, any Strongbridge ordinary shares which~~ are ~~held~~incorporated ~~from~~herein ~~time to time~~ by ~~Xeris, HoldCo or any other subsidiary of Xeris, if any)~~reference.

~~Strongbridge~~As ~~shareholders~~a ~~approved~~result of the ~~proposal~~completion ~~with~~of the ~~following~~Transactions, there was a change ~~voting~~in ~~results~~control ~~including~~of Strongbridge, and Holdco, as the ~~percentage~~direct parent of ~~votes~~MergerSub, ~~cast~~acquired ~~for~~control ~~and~~of ~~against~~Strongbridge. To the ~~proposal~~knowledge asof Strongbridge, there are no arrangements which may at a ~~percentage~~subsequent ofdate ~~total~~result ~~votes~~in ~~cast:~~a further change in control of Strongbridge.

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

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Proposal 3:~~Resignation Toand ~~authorise~~Appointment ~~the directors~~ of Strongbridge to apply the reserve arising in the books of account of Strongbridge as a result of the cancellation of the Cancellation Shares (as defined in the scheme of arrangement) to allot and issue new Strongbridge ordinary shares, fully paid up, to HoldCo and/or its nominee(s)Directors ~~in connection with effecting the scheme.~~

~~Strongbridge~~Pursuant ~~shareholders~~to ~~approved~~ the ~~proposal~~Transaction ~~with~~Agreement, as of the ~~following~~Effective Time, Dr. Garheng ~~voting~~Kong, ~~results~~David ~~including~~Gill, ~~the~~John ~~percentage~~H. ofJohnson, ~~votes~~Dr. Jeffrey ~~cast~~W. ~~for~~Sherman, Dr. Mårten Steen, and ~~against~~Dr. Hilde ~~the~~H. ~~proposal~~Steineger aseach resigned and ceased to be directors of Strongbridge and members of any committee of Strongbridge’s board of directors. These resignations were not a ~~percentage~~result of ~~total~~any ~~votes~~disagreement ~~cast:~~between Strongbridge and the directors on any matter relating to Strongbridge’s operations, policies or practices.

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

Pursuant to the Transaction Agreement, as of the Effective Time, John Shannon, Beth P. Hecht, Steven M. Pieper and Louise Barrett were designated and appointed to Strongbridge's board of directors

~~Proposal 4:~~Appointment ~~To amend the articles~~ of association of Strongbridge so that any ordinary shares of Strongbridge that are issued on or after the Voting Record Time (as defined in the scheme of arrangement) to persons other than HoldCo and/or its nominees will either be subject to the terms of the scheme or will be immediately and automatically acquired by HoldCo and/or its nominee(s) for the scheme consideration.Officer

~~Strongbridge~~In ~~shareholders~~connection ~~approved the proposal~~ with ~~the~~and ~~following voting~~effective ~~results~~as ~~including~~of the ~~percentage~~ closing of ~~votes~~the ~~cast~~Transactions, ~~for~~Steven ~~and~~M. ~~against~~Pieper ~~the~~was ~~proposal~~appointed as aPresident ~~percentage~~ of ~~total votes cast:~~Strongbridge.

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

Item 9.01 Financial Statements and Exhibits.

~~Proposal 5: To approve, on a non-binding, advisory basis, specified compensatory arrangements between Strongbridge and its named executive officers relating to the transaction.~~(d) Exhibits

Strongbridge shareholders approved the proposal with the following voting results including the percentage of votes cast for and against the proposal as a percentage of total votes cast:

Exhibit Number		Description

2.1		Transaction Agreement, dated as of May 24, 2021, by and among Xeris Pharmaceuticals, Inc., Strongbridge Biopharma plc, Xeris Biopharma Holdings, Inc. and Wells MergerSub, Inc. (incorporated by reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8-K dated May 24, 2021)
99.1		Press Release, dated October 5, 2021
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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

*	Schedules to the Transaction Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish copies of any such schedules to the U.S. Securities and Exchange Commission upon request.

Proposal 6: To approve any motion by the Chairman to adjourn the EGM, or any adjournments thereof, to solicit additional proxies in favour of the approval of the resolutions if there are insufficient votes at the time of the EGM to approve resolutions 1 through 4.SIGNATURE

~~Strongbridge~~Pursuant ~~shareholders~~to ~~approved~~ the ~~proposal~~requirements ~~with~~of the ~~following~~Securities ~~voting~~Exchange ~~results~~Act ~~including~~of 1934, the ~~percentage~~registrant ofhas ~~votes~~duly ~~cast~~caused ~~for~~this ~~and~~report ~~against~~to ~~the~~be ~~proposal~~signed ason aits ~~percentage~~behalf ofby ~~total~~the ~~votes~~undersigned ~~cast:~~hereunto duly authorized.

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

Dated: October 5, 2021

~~Item~~STRONGBRIDGE 8BIOPHARMA PLC By: /s/ Steven M.~~01.~~ ~~Other~~Pieper ~~Events~~Name: Steven M. Pieper Title: President

On September 8, 2021, Strongbridge issued a press release announcing the results of the Court Meeting and the EGM. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1	Press Release, dated September 8, 2021.
104	Cover Page Interactive Data File (formatted as inline XBRL)

FORWARD-LOOKING STATEMENTS

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”) 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. 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.

NO PROFIT FORECAST / ASSET VALUATIONS

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.

STATEMENT REQUIRED BY THE IRISH TAKEOVER RULES

The directors of 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.

DEALING DISCLOSURE REQUIREMENTS

Under the provisions of Rule 8.3 of the Irish Takeover Rules, if any person is, or becomes, ‘interested’ (directly or indirectly) in 1% or more of any class of ‘relevant securities’ of Strongbridge or 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 than 3:30 pm (New York time) on the ‘business’ day following the date of the 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.

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.

A disclosure table, giving details of the companies in whose ‘relevant securities’ ‘dealings’ should be disclosed, can be found on the Panel’s website at ww.irishtakeoverpanel.ie.

‘Interests in securities’ arise, 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.

Terms in single quotation marks are defined in the Irish Takeover Rules, which can also be found on the Panel’s website. If you are in 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 or contact the Panel on telephone 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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