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| CIK | 791908 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to XOMA Royalty Corporation
SEC Filings (Chronological Order)
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| May 26, 2026 |
425 Table of Contents Filed by XOMA Royalty Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: XOMA Royalty Corporation File No. |
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| May 22, 2026 |
XOMA ROYALTY CORPORATION 2026 EMPLOYEE STOCK PURCHASE PLAN EX-10.2 Exhibit 10.2 XOMA ROYALTY CORPORATION 2026 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose. The purpose of the XOMA Royalty Corporation 2026 Employee Stock Purchase Plan (the “Plan”) is to provide Employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock through accumulated payroll deductions. It is the intention of the Company to have the Plan qualify a |
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| May 22, 2026 |
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): May 21, 2026 XOMA ROYALTY CORPORATION (Exact Name of Registrant as Specified in Charter) Nevada 001-39801 52-2154066 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| May 22, 2026 |
AMENDMENT TO THE BYLAWS OF XOMA ROYALTY CORPORATION EX-3.1 Exhibit 3.1 AMENDMENT TO THE BYLAWS OF XOMA ROYALTY CORPORATION The Bylaws (the “Bylaws”) of XOMA Royalty Corporation (the “Company”) are hereby amended as follows: 1. Article VII of the Bylaws is hereby amended to add thereto a new Section 11, as set forth in its entirety below: INAPPLICABILITY OF ACQUISITION OF CONTROLLING INTEREST STATUTES Section 11. Notwithstanding any other provision |
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| May 22, 2026 |
XOMA ROYALTY CORPORATION AMENDED AND RESTATED 2010 LONG TERM INCENTIVE AND STOCK AWARD PLAN EX-10.1 Exhibit 10.1 XOMA ROYALTY CORPORATION AMENDED AND RESTATED 2010 LONG TERM INCENTIVE AND STOCK AWARD PLAN 1. Purposes. The XOMA Royalty Corporation Amended and Restated 2010 Long Term Incentive and Stock Award Plan (the “Plan”) was originally adopted as the XOMA Corporation 2010 Long Term Incentive and Stock Award Plan, effective as of July 21, 2010 (the “Original Effective Date”) and was m |
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| May 18, 2026 |
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): May 16, 2026 XOMA ROYALTY CORPORATION (Exact Name of Registrant as Specified in Charter) Nevada 001-39801 52-2154066 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| May 18, 2026 |
DEFA14A 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): May 16, 2026 XOMA ROYALTY CORPORATION (Exact Name of Registrant as Specified in Charter) Nevada 001-39801 52-2154066 (State or Other Jurisdiction of Incorporation) (Commission |
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| May 18, 2026 |
AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER EX-2.1 Exhibit 2.1 AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made as of May 16, 2026, with respect to that certain Agreement and Plan of Merger, dated as of April 27, 2026 (the “Merger Agreement”), by and among Ligand Pharmaceuticals Incorporated, a Delaware corporation (“Parent”), Flex Merger Sub, Inc., a Nevada |
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| May 12, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39801 XO |
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| April 27, 2026 |
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): April 27, 2026 XOMA ROYALTY CORPORATION (Exact Name of Registrant as Specified in Charter) Nevada 001-39801 52-2154066 (State or Other Jurisdiction of Incorporation) (Commission File |
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| April 27, 2026 |
DEFA14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 27, 2026 |
EX-99.1 Exhibit 99.1 Ligand to Acquire XOMA Royalty, Further Accelerating Profit Growth and Strengthening Ligand’s Position as a Leading Biopharma Royalty Aggregator Transaction expands Ligand’s royalty portfolio to more than 200 assets and adds seven new commercial products Bolsters and diversifies Ligand’s long-term compounding growth, adding a complementary portfolio across development stages, |
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| April 27, 2026 |
EX-10.1 Exhibit 10.1 VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT, dated as of April 27, 2026 (this “Agreement”), is entered into by and among Ligand Pharmaceuticals Incorporated, a Delaware corporation (“Parent”), and each of the signatories named on the signature pages hereto (each, a “Stockholder” and, collectively, the “Stockholders”). RECITALS WHEREAS, each Stockholder is, a |
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| April 27, 2026 |
EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among LIGAND PHARMACEUTICALS INCORPORATED as Parent FLEX MERGER SUB, INC. as Merger Sub and XOMA ROYALTY CORPORATION as the Company Dated as of April 27, 2026 TABLE OF CONTENTS Page ARTICLE I THE MERGER 2 Section 1.1 The Mergers 2 Section 1.2 Closing 2 Section 1.3 Effective Time 2 Section 1.4 Effects of the Merger 2 Section 1.5 Articles of Inc |
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| April 27, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 9, 2026 XOMA ROYALTY CORPORATION (Exact Name of Registrant as Specified in Charter) Nevada 001-39801 52-2154066 (State or Other Jurisdiction of Incorporat |
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| March 30, 2026 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ De |
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| March 30, 2026 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitte |
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| March 30, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ց ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR տ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-39801 XOMA ROYALTY CORPORATION |
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| March 18, 2026 |
Table 1: Newly Registered Securities Calculation of Filing Fee Tables S-8 XOMA Royalty Corp Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common stock, $0. |
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| March 18, 2026 |
EX-99.2 Exhibit 99.2 CORPORATE PRESENTATION THE ROYALTY AGGREGATOR NASDAQ COMMON: XOMA FOR BIOTECH NASDAQ PERPETUAL PREFERRED SHARES: XOMAP, XOMAO COMPANIES Q1 2026 DISCLAIMERS Certain statements in this presentation are forward-looking statements 10-K and Form 10-Q. Consider such risks carefully when considering within the meaning of Section 27A of the Securities Act of 1933 and XOMA Royalty's pr |
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| March 18, 2026 |
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): March 18, 2026 XOMA ROYALTY CORPORATION (Exact Name of Registrant as Specified in Charter) Nevada 001-39801 52-2154066 (State or Other Jurisdiction of Incorporation) (Commission File |
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| March 18, 2026 |
EX-99.1 Exhibit 99.1 XOMA Royalty Reports 2025 Financial Results and Highlights Recent Business Achievements Portfolio receipts: • Achieved over $50 million of cash receipts, including $33.6 million in royalties and $16.9 million milestones, in full year 2025 • Total receipts increased 9% with royalties up 68% versus full year 2024 Business development: Added 22 assets to portfolio, including five |
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| March 18, 2026 |
Exhibit 10.17 OFFICER EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) between Jeff Trigilio (“Employee”) and XOMA Royalty Corporation (“XOMA” or “the Company”) (collectively, the “Parties”) is effective as of January 12, 2026 (the “Agreement Effective Date”). 1.Employment. Employee’s employment with XOMA in the position of Chief Financial Officer shall commence on the Agreement Effect |
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| March 18, 2026 |
As filed with the Securities and Exchange Commission on March 18, 2026 S-8 As filed with the Securities and Exchange Commission on March 18, 2026 Registration No. |
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| March 18, 2026 |
SEPARATION AND CONSULTING AGREEMENT AND GENERAL RELEASE OF CLAIMS Exhibit 10.10 SEPARATION AND CONSULTING AGREEMENT AND GENERAL RELEASE OF CLAIMS This SEPARATION AND CONSULTING AGREEMENT AND GENERAL RELEASE OF CLAIMS (this “Agreement”) is entered into by and between XOMA Royalty Corporation, a Nevada corporation (the “Company”), and Thomas Burns (“Executive”). Executive and the Company are each referred to herein as a “Party” and collectively as the “Parties.” W |
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| March 18, 2026 |
Exhibit 4.9 DESCRIPTION OF CAPITAL STOCK The following is a description of the common stock, $0.0075 par value (the “Common Stock”), preferred stock, $0.05 par value (the “Preferred Stock”), and depositary shares of XOMA Royalty Corporation (“we,” “us,” “our” or the “Company”). The Common Stock, 8.625% Series A Cumulative Perpetual Preferred Stock, $0.05 par value (the “Series A Preferred Stock”), |
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| March 18, 2026 |
Exhibit 21.1 Subsidiaries of the Company Jurisdiction of Organization XOMA Technology Ltd. Bermuda XOMA (US) LLC Delaware XOMA UK Limited United Kingdom XRL 1 LLC Delaware XRA 5 Corp. Delaware Generation Bio Co. Delaware Generation Bio Securities Corp. Massachusetts HilleVax, Inc. Delaware Kinnate Biopharma Inc. Delaware LAVA Therapeutics New Topco B.V. Netherlands Mural Oncology plc Ireland Pulmo |
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| March 18, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-39801 XOMA RO |
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| March 2, 2026 |
EX-99.1 Exhibit 99.1 CORPORATE PRESENTATION THE ROYALTY AGGREGATOR NASDAQ COMMON: XOMA FOR BIOTECH NASDAQ PERPETUAL PREFERRED SHARES: XOMAP, XOMAO COMPANIES Q1 2026 DISCLAIMERS Certain statements in this presentation are forward-looking statements 10-K and Form 10-Q. Consider such risks carefully when considering within the meaning of Section 27A of the Securities Act of 1933 and XOMA Royalty's pr |
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| March 2, 2026 |
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): March 2, 2026 XOMA ROYALTY CORPORATION (Exact Name of Registrant as Specified in Charter) Nevada 001-39801 52-2154066 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| February 9, 2026 |
EX-99.(a)(5)(B) Exhibit (a)(5)(B) XOMA Royalty Announces Closing of Tender Offer and Completed Acquisition of Generation Bio, Inc. - Generation Bio Stockholders Received $4.2913 Per Share in Cash Plus a Contingent Value Right - EMERYVILLE, Calif., February 9, 2026 (GLOBE NEWSWIRE) – XOMA Royalty Corporation (NASDAQ: XOMA) (“XOMA Royalty” or the “Company”), a biotechnology royalty aggregator playin |
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| February 9, 2026 |
SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) GENERATION BIO CO. (Name of Subject Company (Issuer)) XRA 7 CORP. (Name of Filing Persons (Co-Offeror)) XOMA ROYALTY CORPORATION (Name of Filing Persons (Co-Offeror)) Common Stock, Par Value |
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| February 9, 2026 |
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): February 9, 2026 XOMA ROYALTY CORPORATION (Exact Name of Registrant as Specified in Charter) Nevada 001-39801 52-2154066 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| February 9, 2026 |
CONTINGENT VALUE RIGHTS AGREEMENT EX-2.2 Exhibit 2.2 CONTINGENT VALUE RIGHTS AGREEMENT This CONTINGENT VALUE RIGHTS AGREEMENT, dated as of February 9, 2026 (this “Agreement”), is entered into by and among XOMA Royalty Corporation, a Nevada corporation (“Parent”), XRA 7 Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub” and together with Parent, the “Buyer Entities”) and Broadridge Corporate Issuer |
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| February 2, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 21, 2025 XOMA ROYALTY CORPORATION (Exact Name of Registrant as Specified in Charter) Nevada 001-39801 52-2154066 (State or Other Jurisdiction of Incorpora |
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| January 30, 2026 |
SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Amendment No. 2) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 GENERATION BIO CO. (Name of Subject Company (Issuer)) XRA 7 CORP. (Name of Filing Persons (Co-Offeror)) XOMA ROYALTY CORPORATION (Name of Filing Persons (Co-Offeror)) Common Stock, Par Value |
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| January 15, 2026 |
XOMA Royalty Announces CFO Transition EX-99.1 Exhibit 99.1 XOMA Royalty Announces CFO Transition EMERYVILLE, Calif., January 12, 2026, (GLOBE NEWSWIRE) – XOMA Royalty Corporation (“XOMA Royalty”) (Nasdaq: XOMA) announced today its Chief Financial Officer, Thomas Burns, will be stepping down from his position with XOMA Royalty to pursue other professional opportunities. “Tom’s leadership, guidance, and resourcefulness have been invalua |
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| January 15, 2026 |
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): January 9, 2026 XOMA ROYALTY CORPORATION (Exact Name of Registrant as Specified in Charter) Nevada 001-39801 52-2154066 (State or Other Jurisdiction of Incorporation) (Commission File |
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| January 12, 2026 |
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): January 12, 2026 XOMA ROYALTY CORPORATION (Exact Name of Registrant as Specified in Charter) Nevada 001-39801 52-2154066 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| January 12, 2026 |
EX-99.1 Exhibit 99.1 CORPORATE PRESENTATION THE ROYALTY AGGREGATOR NASDAQ COMMON: XOMA FOR BIOTECH NASDAQ PERPETUAL PREFERRED SHARES: XOMAP, XOMAO COMPANIES JANUARY 2026 DISCLAIMERS Certain statements in this presentation are forward-looking statements XOMA Royalty’s views only as of the date of this presentation and within the meaning of Section 27A of the Securities Act of 1933 and should not be |
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| January 12, 2026 |
SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Amendment No. 1) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 GENERATION BIO CO. (Name of Subject Company (Issuer)) XRA 7 CORP. (Name of Filing Persons (Co-Offeror)) XOMA ROYALTY CORPORATION (Name of Filing Persons (Co-Offeror)) Common Stock, Par Value |
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| January 9, 2026 |
EX-99.(a)(1)(D) Exhibit (a)(1)(D) Offer to Purchase All Issued and Outstanding Shares of Common Stock of GENERATION BIO CO. At A Price per Share of $4.2913, Plus One Contingent Value Right (“CVR”) for Each Company Share, Which Represents the Right to Receive Potential Payments, in Cash, Contingent upon Receipt of Any CVR Proceeds, as Described in the CVR Agreement Pursuant to the Offer to Purchase |
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| January 9, 2026 |
EX-99.(a)(1)(B) Exhibit (a)(1)(B) Letter of Transmittal To Tender Company Shares of Common Stock of GENERATION BIO CO. a Delaware corporation at A Price per Share of $4.2913, Plus One Contingent Value Right (“CVR”) for Each Company Share, Which Represents the Right to Receive Potential Payments, in Cash, Contingent upon Receipt of Any CVR Proceeds, as Described in the Offer to Purchase and the CVR |
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| January 9, 2026 |
Table 1: Transaction Valuation Calculation of Filing Fee Tables Table 1: Transaction Valuation Transaction Valuation Fee Rate Amount of Filing Fee Fees to be Paid 1 $ 36,392,847. |
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| January 9, 2026 |
EX-99.(a)(1)(A) Exhibit (a)(1)(A) Offer to Purchase All Issued and Outstanding Shares of Common Stock of GENERATION BIO CO. at A Price per Share of $4.2913, Plus One Contingent Value Right (“CVR”), Which Represents the Right to Receive Potential Payments, in Cash, Contingent upon Receipt of Any CVR Proceeds, as Described in the CVR Agreement by XRA 7 CORP. and XOMA ROYALTY CORPORATION THE OFFER AN |
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| January 9, 2026 |
SC TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 GENERATION BIO CO. (Name of Subject Company (Issuer)) XRA 7 CORP. (Name of Filing Persons (Co-Offeror)) XOMA ROYALTY CORPORATION (Name of Filing Persons (Co-Offeror)) Common Stock, Par Value $0.0001 Per Share (T |
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| January 9, 2026 |
EX-99.(a)(1)(C) Exhibit (a)(1)(C) Offer to Purchase All Issued and Outstanding Shares of Common Stock of GENERATION BIO CO. A Delaware corporation at A Price per Share of $4.2913, Plus One Contingent Value Right (“CVR”) for Each Company Share, Which Represents the Right to Receive Potential Payments, in Cash, Contingent upon Receipt of Any CVR Proceeds, as Described in the CVR Agreement Pursuant t |
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| January 9, 2026 |
MUTUAL NONDISCLOSURE AGREEMENT EX-99.(d)(2) Exhibit (d)(2) MUTUAL NONDISCLOSURE AGREEMENT This Nondisclosure Agreement (this “Agreement”) is made and entered into as of October 17, 2025 (the “Effective Date”), by and between Generation Bio Co., a Delaware corporation (the “Company”), and XOMA Royalty Corporation, a Nevada corporation (the “Recipient”). The Company and the Recipient are sometimes referred to herein individually |
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| December 16, 2025 |
EX-99.1 Exhibit 99.1 XOMA Royalty Enters into Agreement to Acquire Generation Bio - Acquisition provides XOMA Royalty with potential milestone and royalty payments under Generation Bio’s collaboration with Moderna - - Generation Bio’s cell-targeted lipid nanoparticles (ctLNP) delivery platform for small interfering RNA (siRNA) and other nucleic acid therapies to be included in XOMA Royalty’s portf |
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| December 16, 2025 |
SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 GENERATION BIO CO. (Name of Subject Company (Issuer)) XOMA ROYALTY CORPORATION (Name of Filing Persons (Offeror 1)) XRA 7 CORP. (Name of Filing Persons (Offeror 2)) Common Stock, Par Value $0.0001 |
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| December 5, 2025 |
DATED AUGUST 20, 2025 XOMA ROYALTY CORPORATION XRA 5 CORP. MURAL ONCOLOGY PLC TRANSACTION AGREEMENT EX-2.1 Exhibit 2.1 DATED AUGUST 20, 2025 XOMA ROYALTY CORPORATION XRA 5 CORP. AND MURAL ONCOLOGY PLC TRANSACTION AGREEMENT CONTENTS 1. DEFINITIONSAND INTERPRETATION 1 1.1 Definitions 1 1.2 Interpretation 15 2. RULE 2.7 ANNOUNCEMENT AND SCHEME DOCUMENT 17 2.1 Rule 2.7 Announcement 17 2.2 Scheme 18 2.3 Target Equity Award Holder Proposal 18 2.4 Confirmation of Closing Net Cash 19 2.5 Change in |
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| December 5, 2025 |
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): December 5, 2025 XOMA ROYALTY CORPORATION (Exact Name of Registrant as Specified in Charter) Nevada 001-39801 52-2154066 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| December 5, 2025 |
XOMA Royalty Announces Closing of Transaction to Acquire Mural Oncology plc EX-99.1 Exhibit 99.1 XOMA Royalty Announces Closing of Transaction to Acquire Mural Oncology plc EMERYVILLE, Calif., December 5, 2025, (GLOBE NEWSWIRE) – XOMA Royalty Corporation (“XOMA Royalty”) (Nasdaq: XOMA), the biotech royalty aggregator, today announced it has successfully completed its previously announced acquisition of the entire issued and to be issued share capital of Mural Oncology plc |
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| November 21, 2025 |
XOMA Royalty Announces Closing of Transactions to Acquire LAVA Therapeutics N.V. EX-99.(a)(5)(D) Exhibit (a)(5)(D) XOMA Royalty Announces Closing of Transactions to Acquire LAVA Therapeutics N.V. EMERYVILLE, Calif., November 21, 2025, (GLOBE NEWSWIRE) – XOMA Royalty Corporation (“XOMA Royalty”) (Nasdaq: XOMA) today announced it has successfully completed its previously announced acquisition of all the outstanding common shares of LAVA Therapeutics N.V. (“LAVA”) (NASDAQ: LVTX) |
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| November 21, 2025 |
SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 6) LAVA THERAPEUTICS N.V. (Name of Subject Company (Issuer)) XOMA ROYALTY CORPORATION (Name of Filing Persons (Offeror)) Common Shares, with a nominal value of €0.12 Per Share (Title of Class of |
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| November 21, 2025 |
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): November 21, 2025 XOMA ROYALTY CORPORATION (Exact Name of Registrant as Specified in Charter) Nevada 001-39801 52-2154066 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| November 13, 2025 |
SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 5) LAVA THERAPEUTICS N.V. (Name of Subject Company (Issuer)) XOMA ROYALTY CORPORATION (Name of Filing Persons (Offeror)) Common Shares, with a nominal value of €0.12 Per Share (Title of Class of |
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| November 12, 2025 |
EX-99.1 Exhibit 99.1 XOMA Royalty Reports Third Quarter and Year to Date 2025 Financial Results and Highlights Recent Business Achievements Business development: Secures royalty economic interests in two early stage partnered assets through XOMA Royalty’s announced expected acquisition of LAVA Therapeutics. Company acquisitions: •Completed XOMA Royalty’s acquisitions of Turnstone Biologics and Hil |
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| November 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-3980 |
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| November 12, 2025 |
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): November 12, 2025 XOMA ROYALTY CORPORATION (Exact Name of Registrant as Specified in Charter) Nevada 001-39801 52-2154066 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| October 17, 2025 |
EX-99.(a)(5)(C) Exhibit (a)(5)(C) XOMA Royalty and LAVA Therapeutics Announce Amendment to Purchase Agreement - Amendment includes finalized cash amount and updated CVR terms for tender offer - LAVA announces new date for extraordinary general meeting of shareholders EMERYVILLE, Calif., UTRECHT, The Netherlands, and PHILADELPHIA, Penn, – October 17, 2025, (GLOBE NEWSWIRE) – XOMA Royalty Corporatio |
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| October 17, 2025 |
SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) LAVA THERAPEUTICS N.V. (Name of Subject Company (Issuer)) XOMA ROYALTY CORPORATION (Name of Filing Persons (Offeror)) Common Shares, with a nominal value of €0.12 Per Share (Title of Class of |
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| October 17, 2025 |
EX-99.(a)(1)(A) Table of Contents Exhibit (a)(1)(A) Amended and Restated Offer to Purchase All Outstanding Common Shares of LAVA THERAPEUTICS N.V. A Dutch public limited liability company at A Price Per Share of $1.04, Plus One Contingent Value Right (“CVR”), Which Represents the Right to Receive Potential Payments, in Cash, Contingent upon Receipt of Any CVR Proceeds, as Described in the CVR Agre |
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| October 3, 2025 |
Brownstein Hyatt Farber Schreck, LLP EX-5.3 Exhibit 5.3 Brownstein Hyatt Farber Schreck, LLP 702.382.2101 main 100 North City Parkway, Suite 1600 Las Vegas, Nevada 89106 October 3, 2025 XOMA Royalty Corporation 2200 Powell Street, Suite 310 Emeryville, California 94608 To the addressee set forth above: We have acted as local Nevada counsel to XOMA Royalty Corporation, a Nevada corporation (the “Company”), in connection with the trans |
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| October 3, 2025 |
424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-277794 PROSPECTUS SUPPLEMENT (To Prospectus dated June 17, 2024) $75,000,000 Common Stock We have entered into a sales agreement (the “Sales Agreement”) with Leerink Partners LLC (“Leerink Partners”), dated October 3, 2025, relating to shares of our common stock, $0.0075 par value per share (“Common Stock”). In accordanc |
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| October 3, 2025 |
EX-1.2 Exhibit 1.2 XOMA ROYALTY CORPORATION Depositary Shares Each Representing 1/1000th of a Share of 8.375% Series B Cumulative Perpetual Preferred Stock SALES AGREEMENT October 3, 2025 H.C. Wainwright & Co., LLC 430 Park Avenue, 3rd Floor New York, NY 10022 Ladies and Gentlemen: XOMA Royalty Corporation, a Nevada corporation (the “Company”), confirms its agreement (this “Agreement”) with H.C. W |
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| October 3, 2025 |
EX-5.4 Exhibit 5.4 October 3, 2025 XOMA Royalty Corporation 2200 Powell Street, Suite 310 Emeryville, CA 94608 Re: XOMA Royalty Corporation Registration Statement on Form S-3 Ladies and Gentlemen: We have examined the Registration Statement on Form S-3, File No. 333-277794, as amended (the “Registration Statement”), of XOMA Royalty Corporation, a Nevada corporation (the “Company”), filed with the |
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| October 3, 2025 |
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): October 3, 2025 XOMA ROYALTY CORPORATION (Exact Name of Registrant as Specified in Charter) Nevada 001-39801 52-2154066 (State or Other Jurisdiction of Incorporation) (Commission File |
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| October 3, 2025 |
XOMA ROYALTY CORPORATION Shares of Common Stock ($0.0075 par value per share) SALES AGREEMENT EX-1.1 Exhibit 1.1 Execution Version XOMA ROYALTY CORPORATION Shares of Common Stock ($0.0075 par value per share) SALES AGREEMENT October 3, 2025 LEERINK PARTNERS LLC 1301 Avenue of the Americas, 5th Floor New York, New York 10019 Ladies and Gentlemen: XOMA Royalty Corporation, a Nevada corporation (the “Company”), confirms its agreement (this “Agreement”) with Leerink Partners LLC (the “Agent”), |
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| October 3, 2025 |
424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-277794 PROSPECTUS SUPPLEMENT (To Prospectus dated June 17, 2024) XOMA ROYALTY CORPORATION $50,000,000 Depositary Shares Each Representing 1/1000th of a Share of 8.375% Series B Cumulative Perpetual Preferred Stock (Liquidation Preference Equivalent to $25.00 Per Depositary Share) We have entered into a sales agreement (t |
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| October 2, 2025 |
XOMA Royalty Extends Tender Offer to Acquire LAVA Therapeutics N.V. EX-99.(a)(5)(B) Exhibit (a)(5)(B) XOMA Royalty Extends Tender Offer to Acquire LAVA Therapeutics N.V. EMERYVILLE, Calif., UTRECHT, The Netherlands, and PHILADELPHIA, Penn, – October 2, 2025, (GLOBE NEWSWIRE) – XOMA Royalty Corporation (“XOMA Royalty”) (NASDAQ: XOMA) and LAVA Therapeutics N.V. (“LAVA”) (Nasdaq: LVTX) today announced the extension of the expiration of the tender offer to purchas |
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| October 2, 2025 |
SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) LAVA THERAPEUTICS N.V. (Name of Subject Company (Issuer)) XOMA ROYALTY CORPORATION (Name of Filing Persons (Offeror)) Common Shares, with a nominal value of €0.12 Per Share (Title of Class of |
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| September 26, 2025 |
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 23, 2025 XOMA ROYALTY CORPORATION (Exact Name of Registrant as Specified in Charter) Nevada 001-39801 52-2154066 (State or Other Jurisdiction of Incorporation) (Commission F |
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| September 26, 2025 |
EX-3.1 Exhibit 3.1 Filed in the Office of Business Number E49301762025-5 Filing Number 20255190212 FRANCISCO V. AGUILAR Secretary of State Filed On Secretary of State State Of Nevada 9/23/2025 10:08:00 AM 401 North Carson Street Number of Pages Carson City, Nevada 89701-4201 1 (775) 684-5708 Website: www.nvsos.gov Certificate of Correction NRS 78, 78A, 80, 81, 82, 84, 86, 87, 87A, 88, 88A, 89 an |
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| September 23, 2025 |
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 17, 2025 XOMA ROYALTY CORPORATION (Exact Name of Registrant as Specified in Charter) Nevada 001-39801 52-2154066 (State or Other Jurisdiction of Incorporation) (Commission F |
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| September 23, 2025 |
EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER DATED AS OF AUGUST 4, 2025 AMONG XOMA ROYALTY CORPORATION XRA 4 CORP. AND HILLEVAX, INC. TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 SECTION 1.01 Definitions 2 SECTION 1.02 Interpretation and Rules of Construction 15 ARTICLE II THE OFFER 16 SECTION 2.01 The Offer 16 SECTION 2.02 Company Actions 20 ARTICLE III THE MERGER 21 SECTION 3.01 The Merger |
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| September 23, 2025 |
CONTINGENT VALUE RIGHTS AGREEMENT EX-2.2 Exhibit 2.2 Execution Version CONTINGENT VALUE RIGHTS AGREEMENT This CONTINGENT VALUE RIGHTS AGREEMENT, dated as of September 17, 2025 (this “Agreement”), is entered into by and between XOMA Royalty Corporation, a Nevada corporation (“Parent”), XRA 4 Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub” and together with Parent, the “Buyer Entities”), Broadridg |
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| September 17, 2025 |
SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) HILLEVAX, INC. (Name of Subject Company (Issuer)) XRA 4 CORP. (Name of Filing Persons (Co-Offeror)) XOMA ROYALTY CORPORATION (Name of Filing Persons (Co-Offeror)) Common Stock, Par Value $0.0 |
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| September 17, 2025 |
EX-99.(a)(5)(B) Exhibit (a)(5)(B) XOMA Royalty Announces Closing of Tender Offer for HilleVax, Inc. - HilleVax Stockholders Received $1.95 Per Share in Cash Plus a Contingent Value Right - EMERYVILLE, Calif., September 17, 2025 (GLOBE NEWSWIRE) – XOMA Royalty Corporation (NASDAQ: XOMA) (“XOMA Royalty” or the “Company”), a biotechnology royalty aggregator playing a distinctive role in helping biote |
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| September 9, 2025 |
SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) LAVA THERAPEUTICS N.V. (Name of Subject Company (Issuer)) XOMA ROYALTY CORPORATION (Name of Filing Persons (Offeror)) Common Shares, with a nominal value of €0.12 Per Share (Title of Class of |
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| September 3, 2025 |
SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) LAVA THERAPEUTICS N.V. (Name of Subject Company (Issuer)) XOMA ROYALTY CORPORATION (Name of Filing Persons (Offeror)) Common Shares, with a nominal value of €0.12 Per Share (Title of Class of |
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| September 3, 2025 |
EX-99.(a)(1)(E) Exhibit 99.(a)(1)(E) SCHEDULE A INFORMATION CONCERNING MEMBERS OF THE BOARDS OF DIRECTORS AND THE EXECUTIVE OFFICERS OF PURCHASER. 1. XOMA Royalty Corporation XOMA Royalty Corporation’s primary business is as a biotech royalty aggregator with a sizable portfolio of economic rights to future potential milestone and royalty payments associated with partnered commercial and pre-commer |
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| September 3, 2025 |
Table 1: Transaction Valuation Calculation of Filing Fee Tables Table 1: Transaction Valuation Transaction Valuation Fee Rate Amount of Filing Fee Fees to be Paid 1 $ 10,522,118. |
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| August 18, 2025 |
EX-99.(a)(1)(C) Exhibit (a)(1)(C) Offer to Purchase All Outstanding Shares of Common Stock of HILLEVAX, INC. A Delaware corporation at A Price per Share of $1.95, Plus One Non-Transferable Contractual Contingent Value Right (“CVR”) for Each Share, Which Represents the Right to Receive Potential Payments, in Cash, Contingent upon Receipt of Any CVR Proceeds, as Described in the CVR Agreement Pursua |
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| August 18, 2025 |
Table 1: Transaction Valuation Calculation of Filing Fee Tables Table 1: Transaction Valuation Transaction Valuation Fee Rate Amount of Filing Fee Fees to be Paid 1 $ 105,094,400. |
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| August 18, 2025 |
EX-99.(a)(1)(D) Exhibit (a)(1)(D) Offer to Purchase All Outstanding Shares of Common Stock of HILLEVAX, INC. At A Price per Share of $1.95, Plus One Non-Transferable Contractual Contingent Value Right (“CVR”) for Each Share, Which Represents the Right to Receive Potential Payments, in Cash, Contingent upon Receipt of Any CVR Proceeds, as Described in the CVR Agreement Pursuant to the Offer to Purc |
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| August 18, 2025 |
EX-99.(a)(1)(A) Exhibit (a)(1)(A) Offer to Purchase All Outstanding Shares of Common Stock of HILLEVAX, INC. at A Price per Share of $1.95, Plus One Contingent Value Right (“CVR”), Which Represents the Right to Receive Potential Payments, in Cash, Contingent upon Receipt of Any CVR Proceeds, as Described in the CVR Agreement by XRA 4 CORP. and XOMA ROYALTY CORPORATION THE OFFER AND WITHDRAWAL RIGH |
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| August 18, 2025 |
SC TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 HILLEVAX, INC. (Name of Subject Company (Issuer)) XRA 4 CORP. (Name of Filing Persons (Co-Offeror)) XOMA ROYALTY CORPORATION (Name of Filing Persons (Co-Offeror)) Common Stock, Par Value $0.0001 Per Share (Title |
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| August 18, 2025 |
MUTUAL NONDISCLOSURE AGREEMENT EX-99.(d)(2) Exhibit (d) (2) MUTUAL NONDISCLOSURE AGREEMENT This Mutual Nondisclosure Agreement (the “Agreement”), dated as of December 2, 2024 is between HilleVax, Inc., a Delaware corporation (“Company”), whose address for notices under this Agreement is 321 Harrison Ave, Suite 500, Boston, MA 02118, and XOMA (US) LLC, a Delaware limited liability company (the “Other Party”), whose address is 22 |
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| August 18, 2025 |
EX-99.(a)(1)(B) Exhibit (a)(1)(B) Letter of Transmittal To Tender Direct Registered Shares of Common Stock of HILLEVAX, INC. a Delaware corporation at A Price per Share of $1.95, Plus One Non-Transferable Contractual Contingent Value Right (“CVR”) for Each Share, Which Represents the Right to Receive Potential Payments, in Cash, Contingent upon Receipt of Any CVR Proceeds, as Described in the Offe |
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| August 15, 2025 |
EX-2.1 Exhibit 2.1 STRICTLY PRIVATE AND CONFIDENTIAL EXECUTION VERSION AGREEMENT AND PLAN OF MERGER AMONG XOMA ROYALTY CORPORATION XRA 3 CORP. AND TURNSTONE BIOLOGICS CORP. DATED AS OF JUNE 26, 2025 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 SECTION 1.01 Definitions 2 SECTION 1.02 Interpretation and Rules of Construction 12 ARTICLE II THE OFFER 12 SECTION 2.01 The Offer 12 SECTION 2.02 Comp |
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| August 15, 2025 |
EX-99.(a)(1)(D) Exhibit (a)(1)(D) Offer to Purchase All Outstanding Common Shares of LAVA THERAPEUTICS N.V. A Dutch public limited liability company at A Cash Amount per Share between $1.16 and $1.24, Consisting of a Base Price Per Share of $1.16 and an Additional Price Per Share of up to $0.08, Plus One Non-Transferable Contractual Contingent Value Right (“CVR”) for Each Share, Which Represents t |
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| August 15, 2025 |
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 11, 2025 XOMA ROYALTY CORPORATION (Exact Name of Registrant as Specified in Charter) Nevada 001-39801 52-2154066 (State or Other Jurisdiction of Incorporation) (Commission File |
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| August 15, 2025 |
EX-99.(a)(1)(C) Exhibit (a)(1)(C) Offer to Purchase All Outstanding Common Shares of LAVA THERAPEUTICS N.V. A Dutch public limited liability company at A Cash Amount per Share between $1.16 and $1.24, Consisting of a Base Price Per Share of $1.16 and an Additional Price Per Share of up to $0.08, Plus One Non-Transferable Contractual Contingent Value Right (“CVR”) for Each Share, Which Represents t |
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| August 15, 2025 |
SC TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 LAVA THERAPEUTICS N.V. (Name of Subject Company (Issuer)) XOMA ROYALTY CORPORATION (Name of Filing Persons (Offeror)) Common Shares, with a nominal value of €0.12 Per Share (Title of Class of Securities) N515171 |
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| August 15, 2025 |
Table 1: Transaction Valuation Calculation of Filing Fee Tables Table 1: Transaction Valuation Transaction Valuation Fee Rate Amount of Filing Fee Fees to be Paid 1 $ 30,514,142. |
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| August 15, 2025 |
CONTINGENT VALUE RIGHTS AGREEMENT EX-2.2 Exhibit 2.2 CONTINGENT VALUE RIGHTS AGREEMENT This CONTINGENT VALUE RIGHTS AGREEMENT, dated as of August 11, 2025 (this “Agreement”), is entered into by and among XOMA Royalty Corporation, a Nevada corporation (the “Parent”), Broadridge Corporate Issuer Solutions, LLC, a Pennsylvania limited liability company, as Rights Agent (as defined herein), and WT Representative LLC, a Delaware limite |
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| August 15, 2025 |
EX-99.(a)(1)(B) Exhibit (a)(1)(B) Letter of Transmittal To Tender Common Shares of LAVA THERAPEUTICS N.V. a Dutch public limited liability company at A Cash Amount per Share between $1.16 and $1.24, Consisting of a Base Price Per Share of $1.16 and an Additional Price Per Share of up to $0.08, Plus One Non-Transferable Contractual Contingent Value Right (“CVR”) for Each Share, Which Represents the |
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| August 15, 2025 |
EX-99.(a)(1)(A) Exhibit (a)(1)(A) Offer to Purchase All Outstanding Common Shares of LAVA THERAPEUTICS N.V. A Dutch public limited liability company at A Cash Amount per Share between $1.16 and $1.24, Consisting of a Base Price Per Share of $1.16 and an Additional Price Per Share of up to $0.08, Plus One Contingent Value Right (“CVR”), Which Represents the Right to Receive Potential Payments, in C |
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| August 15, 2025 |
EX-99.(d)(2) Exhibit (d) (2) CONFIDENTIALITY AGREEMENT THIS CONFIDENTIALITY AGREEMENT (“Agreement”) is being entered into as of June 2, 2025, between LAVA Therapeutics N.V., a company organized under the laws of the Netherlands (the “Company”), and XOMA (US) LLC, a Delaware limited liability company (“Counterparty”). In order to facilitate the consideration and negotiation of a possible negotiated |
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| August 13, 2025 |
Certificate of Designation of 8.375% Series B Cumulative Perpetual Preferred Stock Exhibit 3.4 XOMA ROYALTY CORPORATION CERTIFICATE OF DESIGNATION OF 8.375% SERIES B CUMULATIVE PERPETUAL PREFERRED STOCK Pursuant to Nevada Revised Statutes 78.1955 XOMA Royalty Corporation, a Nevada corporation (the “Corporation”), hereby certifies that, pursuant to the authority expressly vested in the Board of Directors of the Corporation by the Articles of Incorporation of the Corporation (as a |
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| August 13, 2025 |
Certificate of Designation of 8.625% Series A Cumulative Perpetual Preferred Stock Exhibit 3.3 XOMA ROYALTY CORPORATION CERTIFICATE OF DESIGNATION OF 8.625% SERIES A CUMULATIVE PERPETUAL PREFERRED STOCK Pursuant to Nevada Revised Statutes 78.1955 XOMA Royalty Corporation, a Nevada corporation (the “Corporation”), hereby certifies that, pursuant to the authority expressly vested in the Board of Directors of the Corporation by the Articles of Incorporation of the Corporation (as a |
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| August 13, 2025 |
Form of Indemnity Agreement for Directors and Officers Exhibit 10.2 INDEMNITY AGREEMENT This Indemnity Agreement (this “Agreement”) dated as of , is made by and between XOMA Royalty Corporation, a Nevada corporation (the “Company”), and (“Indemnitee”). Recitals A.The Company desires to attract and retain the services of highly qualified individuals as directors, officers, employees and agents. B.The Company’s bylaws (the “Bylaws”) require that the Com |
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| August 13, 2025 |
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 13, 2025 XOMA ROYALTY CORPORATION (Exact Name of Registrant as Specified in Charter) Nevada 001-39801 52-2154066 (State or Other Jurisdiction of Incorporation) (Commission File |
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| August 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39801 XOM |
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| August 13, 2025 |
Certificate of Designation of Series X Convertible Preferred Stock Exhibit 3.2 XOMA ROYALTY CORPORATION CERTIFICATE OF DESIGNATION OF SERIES X CONVERTIBLE PREFERRED STOCK Pursuant to Nevada Revised Statutes 78.1955 XOMA ROYALTY CORPORATION, a Nevada corporation (the “Corporation”), in accordance with the provisions of Section 78.1955 of the Nevada Revised Statutes (as amended from time to time, the “NRS”), does hereby certify that the following resolution was dul |
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| August 13, 2025 |
EX-99.1 Exhibit 99.1 XOMA Royalty Reports Second Quarter and Year to Date 2025 Financial Results and Highlights Recent Business Achievements Business development: Purchased mezagitamab royalty and milestone rights held by BioInvent International and will secure royalty economic interests in two early-stage partnered assets through XOMA Royalty’s recently announced acquisition of LAVA Therapeutics. |
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| August 11, 2025 |
SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) TURNSTONE BIOLOGICS CORP. (Name of Subject Company (Issuer)) XOMA ROYALTY CORPORATION (Name of Filing Persons (Offeror)) Common Stock, Par Value $0.001 Per Share (Title of Class of Securities |
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| August 11, 2025 |
Press Release of Purchaser issued on August 11, 2025. EX-99.(a)(5)(B) Exhibit (a)(5)(B) XOMA Royalty Announces Closing of Tender Offer for Turnstone Biologics - Turnstone Stockholders Received $0.34 Per Share in Cash Plus Contingent Value Right - EMERYVILLE, Calif., August 11, 2025 (GLOBE NEWSWIRE) – XOMA Royalty Corporation (NASDAQ: XOMA) (“XOMA Royalty” or the “Company”), a biotechnology royalty aggregator playing a distinctive role in helping biot |
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| August 4, 2025 |
SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 LAVA Therapeutics N.V. (Name of Subject Company (Issuer)) XOMA ROYALTY CORPORATION (Name of Filing Persons (Offeror 1)) Ordinary Shares, Par Value €0.12 Per Share (Title of Class of Securities) N5 |
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| August 4, 2025 |
Press Release issued by XOMA Royalty Corporation on August 4, 2025. EX-99.1 Exhibit 99.1 HilleVax Enters into a Definitive Agreement to be Acquired by XOMA Royalty for $1.95 in Cash per Share Plus a Contingent Value Right BOSTON, Mass,. and EMERYVILLE, Calif., August 4, 2025 (GLOBE NEWSWIRE) – HilleVax, Inc. (“HilleVax” or “the Company”) (NASDAQ: HLVX) and XOMA Royalty Corporation (“XOMA Royalty”) (NASDAQ: XOMA) announced today they have entered into a definitive |
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| August 4, 2025 |
Joint Press Release issued by XOMA Royalty Corporation and LAVA Therapeutics N.V. on August 4, 2025. EX-99.1 Exhibit 99.1 XOMA Royalty Enters into Agreement to Acquire LAVA Therapeutics for Between $1.16 and $1.24 Per Share in Cash, Plus a Contingent Value Right -XOMA Royalty adds milestone and royalty economics associated with two partnered assets- EMERYVILLE, Calif., UTRECHT, The Netherlands, and PHILADELPHIA, Penn, August 4, 2025 (GLOBE NEWSWIRE) – XOMA Royalty Corporation (“XOMA Royalty”) (NA |
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| August 4, 2025 |
SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 HILLEVAX, INC. (Name of Subject Company (Issuer)) XOMA ROYALTY CORPORATION (Name of Filing Persons (Offeror 1)) XRA 4 CORP. (Name of Filing Persons (Offeror 2)) Common Stock, Par Value $0.0001 Per |
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| July 24, 2025 |
Amended and Restated Offer to Purchase, dated July 23, 2025. EX-99.(a)(1)(E) Table of Contents Exhibit (a)(1)(E) Amended and Restated Offer to Purchase All Outstanding Shares of Common Stock of TURNSTONE BIOLOGICS CORP. at A Price per Share of $0.34, Plus One Contingent Value Right (“CVR”), Which Represents the Right to Receive Potential Payments, in Cash, Contingent upon Receipt of Any CVR Proceeds, as Described in the CVR Agreement by XOMA ROYALTY CORPORA |
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| July 24, 2025 |
SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) TURNSTONE BIOLOGICS CORP. (Name of Subject Company (Issuer)) XOMA ROYALTY CORPORATION (Name of Filing Persons (Offeror)) Common Stock, Par Value $0.001 Per Share (Title of Class of Securities |
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| July 23, 2025 |
CORRESP Branden Berns Partner T: +1 415.393.4631 [email protected] July 23, 2025 VIA ELECTRONIC MAIL AND EDGAR FILING United States Securities and Exchange Commission Division of Corporation Finance Office of Mergers and Acquisitions 100 F Street NE Washington, D.C. 20549 Attention: Mr. Blake Grady XOMA Royalty Corporation Turnstone Biologics Corp. Schedule TO-T Filed July 11, 2025 Filed by XO |
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| July 11, 2025 |
Confidentiality Agreement dated April 16, 2025 between Turnstone and Purchaser. Exhibit (d)(2) CONFIDENTIALITY AGREEMENT THIS CONFIDENTIALITY AGREEMENT (“Agreement”) is being entered into as of April 16, 2025, between Turnstone Biologics Corp. |
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| July 11, 2025 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables SC TO-T (Form Type) TURNSTONE BIOLOGICS CORP. |
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| July 11, 2025 |
Exhibit (a)(1)(D) Offer to Purchase All Outstanding Shares of Common Stock of TURNSTONE BIOLOGICS CORP. |
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| July 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 TURNSTONE BIOLOGICS CORP. (Name of Subject Company (Issuer)) XOMA ROYALTY CORPORATION (Name of Filing Persons (Offeror)) Common Stock, Par Value $0.001 Per Share (Title of Class of Securities) 98419J206 (CUSIP Number of |
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| July 11, 2025 |
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. Exhibit (a)(1)(C) Offer to Purchase All Outstanding Shares of Common Stock of TURNSTONE BIOLOGICS CORP. |
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| July 11, 2025 |
Offer to Purchase, dated July 11, 2025. Table of Contents Exhibit (a)(1)(A) Offer to Purchase All Outstanding Shares of Common Stock of TURNSTONE BIOLOGICS CORP. |
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| July 11, 2025 |
Form of Letter of Transmittal. Exhibit (a)(1)(B) Letter of Transmittal To Tender Shares of Common Stock of TURNSTONE BIOLOGICS CORP. |
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| June 27, 2025 |
SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 TURNSTONE BIOLOGICS CORP. (Name of Subject Company (Issuer)) XOMA ROYALTY CORPORATION (Name of Filing Persons (Offeror)) Common Stock, Par Value $0.001 Per Share (Title of Class of Securities) 984 |
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| June 27, 2025 |
Exhibit 99.1 Turnstone Biologics Corp. Enters into Agreement to be Acquired by XOMA Royalty Corporation for $0.34 in Cash Per Share Plus a Contingent Value Right EMERYVILLE and SAN DIEGO, Calif., June 27, 2025 (GLOBE NEWSWIRE) – XOMA Royalty Corporation (“XOMA Royalty”) (Nasdaq: XOMA) and Turnstone Biologics Corp. (“Turnstone” or the “Company”) (Nasdaq-CM: TSBX) today announced that they have ente |
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| May 30, 2025 |
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): May 28, 2025 XOMA ROYALTY CORPORATION (Exact Name of Registrant as Specified in Charter) Nevada 001-39801 52-2154066 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| May 30, 2025 |
Articles of Incorporation of the Company Exhibit 3.1 ARTICLES OF INCORPORATION OF XOMA ROYALTY CORPORATION ARTICLE I The name of the corporation is XOMA Royalty Corporation (the “Corporation”). ARTICLE II The registered office of the Corporation shall be the street address of its registered agent in the State of Nevada. The Corporation may, from time to time, in the manner provided by law, change the registered agent and registered offic |
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| May 30, 2025 |
EX-3.2 Exhibit 3.2 BYLAWS OF XOMA ROYALTY CORPORATION (the “Company”) ARTICLE I OFFICES Section 1. The registered office shall be the street address of the Company’s registered agent. Section 2. The Company may also have offices at such other places both within and without the State of Nevada as the Board of Directors of the Company (the “Board of Directors”) may from time to time determine or the |
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| May 30, 2025 |
Amended and Restated 2010 Long Term Incentive and Stock Award Plan Exhibit 10.1 XOMA ROYALTY CORPORATION AMENDED AND RESTATED 2010 LONG TERM INCENTIVE AND STOCK AWARD PLAN 1. Purposes. The XOMA Royalty Corporation Amended and Restated 2010 Long Term Incentive and Stock Award Plan (the “Plan”) was originally adopted as the XOMA Corporation 2010 Long Term Incentive and Stock Award Plan, effective as of July 21, 2010 (the “Original Effective Date”) and was most rece |
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| May 30, 2025 |
Plan of Conversion of the Company EX-2.1 Exhibit 2.1 NEVADA PLAN OF CONVERSION This Plan of Conversion (this “Plan”) is adopted as of May 29, 2025 and sets forth certain terms of the conversion of XOMA Royalty Corporation, a Delaware corporation (the “Delaware Corporation”), to a Nevada corporation (the “Nevada Corporation”), pursuant to the terms of the General Corporation Law of the State of Delaware (as amended, the “DGCL”) and |
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| May 13, 2025 |
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): May 13, 2025 XOMA ROYALTY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-39801 52-2154066 (State or Other Jurisdiction of Incorporation) (Commission File |
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| May 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39801 XO |
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| May 13, 2025 |
Exhibit 99.1 XOMA Royalty Reports First Quarter 2025 Financial Results and Highlights Business Achievements Pipeline advancements: The Marketing Authorization Application (MAA) for Day One Biopharmaceuticals and Ipsen’s tovorafenib was accepted for review by the European Marketing Authority (EMA) and Takeda initiated its Phase 3 trial exploring mezagitamab for the treatment of chronic primary immu |
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| April 15, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitte |
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| April 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ց ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR տ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-39801 XOMA ROYALTY CORPORATION |
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| April 4, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitte |
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| March 17, 2025 |
Exhibit 10.30 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED (INDICATED BY: [***]) FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE OR CONFIDENTIAL AMENDMENT NO. 1 TO ROYALTY PURCHASE AGREEMENT This Amendment No. 1 to Royalty Purchase Agreement (this “Amendment”) is entered into as of March 4, 202 |
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| March 17, 2025 |
EX-99.1 Exhibit 99.1 XOMA Royalty Reports Fourth Quarter and Full Year 2024 Financial Results and Highlights Business Achievements Doubled the royalty and milestone portfolio to over 120 royalty assets with significant milestone potential through five transactions in 2024 Completed two whole company acquisitions to unlock shareholder value Day One’s OJEMDA™ (tovorafenib) and Zevra’s MIPLYFFA™ (ari |
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| March 17, 2025 |
Description of Registrant’s Securities Exhibit 4.10 DESCRIPTION OF CAPITAL STOCK The following is a description of the Common Stock, $0.0075 par value (the “Common Stock”), Preferred Stock, $0.05 par value (the “Preferred Stock”) and depositary shares of XOMA Royalty Corporation (“we,” “us,” “our” or the “Company”). The Common Stock, 8.625% Series A Cumulative Perpetual Preferred Stock, $0.05 par value (the “Series A Preferred Stock”), |
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| March 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-39801 XOMA RO |
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| March 17, 2025 |
Exhibit 19.1 Insider Trading Policy This Insider Trading Policy describes the standards of XOMA Royalty Corporation (the “Company”) and its subsidiaries (the "Company") on trading, and causing the trading of, the Company's securities or securities of certain other publicly traded companies while in possession of confidential information. This Policy is divided into two parts: the first part provid |
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| March 17, 2025 |
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): March 17, 2025 XOMA ROYALTY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-39801 52-2154066 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| March 17, 2025 |
Exhibit 21.1 Subsidiaries of the Company Jurisdiction of Organization XOMA Technology Ltd. Bermuda XOMA (US) LLC Delaware XOMA UK Limited United Kingdom XRL 1 LLC Delaware Kinnate Biopharma Inc. Delaware Pulmokine, Inc. Delaware |
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| March 17, 2025 |
Exhibit 10.34 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED (INDICATED BY: [***]) FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE OR CONFIDENTIAL EXECUTION VERSION FIRST AMENDMENT OF ROYALTY PURCHASE AGREEMENT This First Amendment of Royalty Purchase Agreement (this “Amendment”) is entered into |
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| February 11, 2025 |
Pulmokine, Inc. Financial Statements September 30, 2024 Exhibit 99.3 Pulmokine, Inc. Financial Statements September 30, 2024 Pulmokine, Inc. Index to the Financial Statements September 30, 2024 Page Financial Statements Independent Auditor’s Review Report 1 Financial Statements Balance Sheet 2 Statement of Operations 3 Statement of Stockholders’ Equity 4 Statement of Cash Flows 5 Notes to the Financial Statements 6 - 10 Independent Auditor’s Review Rep |
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| February 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 26, 2024 XOMA ROYALTY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-39801 52-2154066 (State or Other Jurisdiction of Incorpo |
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| February 11, 2025 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.4 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On November 26, 2024, XOMA Royalty Corporation (the “Company” or “XOMA”) completed the acquisition (“Transaction”) of Pulmokine, Inc. (“Pulmokine”), pursuant to an Agreement and Plan of Merger, dated as of November 26, 2024 (the “Merger Agreement”), by and among Pulmokine, the Company and XRA 2 Corp (“XRA”), a wholly owned s |
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| February 11, 2025 |
Pulmokine, Inc. Financial Statements December 31, 2023 Exhibit 99.2 Pulmokine, Inc. Financial Statements December 31, 2023 Pulmokine, Inc. Index to the Financial Statements December 31, 2023 Page Independent Auditor’s Report 1 - 2 Financial Statements Balance Sheet 3 Statement of Operations 4 Statement of Stockholders’ Equity 5 Statement of Cash Flows 6 Notes to the Financial Statements 7 - 12 INDEPENDENT AUDITOR’S REPORT To the Board of Directors and |
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| December 2, 2024 |
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): November 26, 2024 XOMA ROYALTY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-39801 52-2154066 (State or Other Jurisdiction of Incorporation) (Commission |
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| December 2, 2024 |
Exhibit 99.1 XOMA Royalty Acquires Pulmokine for $20 Million Adding the Royalty and Milestone Interest in Seralutinib, a Phase 3 Asset, to Its Portfolio Seralutinib becomes XOMA Royalty’s seventh Phase 3 royalty asset, further building the late-stage pipeline beyond its six current commercial royalty assets Seralutinib is being developed and co-commercialized by Gossamer Bio, Inc., and Chiesi Farm |
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| November 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-3980 |
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| November 7, 2024 |
Exhibit 99.1 XOMA Royalty Reports Third Quarter 2024 Financial Results and Highlights Recent Activities Zevra’s MIPLYFFA™ (arimoclomol) received FDA approval and became the sixth commercial asset in XOMA Royalty’s portfolio XOMA Royalty acquired a 50 percent economic interest in TWIST Bioscience’s portfolio of 60-plus licensed early-stage assets across approximately 30 partners Cash receipts total |
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| November 7, 2024 |
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): November 7, 2024 XOMA ROYALTY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-39801 52-2154066 (State or Other Jurisdiction of Incorporation) (Commission F |
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| October 22, 2024 |
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): October 21, 2024 XOMA ROYALTY CORPORATION (Exact Name of Registrant as Specified in Charter) DELAWARE 001-39801 52-2154066 (State or Other Jurisdiction of Incorporation) (Commission F |
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| October 22, 2024 |
Exhibit 99.1 XOMA Royalty Significantly Expands its Royalty and Milestone Portfolio with the Addition of Over 60 Early-Stage Programs from Twist Bioscience XOMA Royalty has acquired 50 percent of Twist’s existing royalty and milestone economics for $15 million XOMA Royalty’s portfolio now holds over 100 assets ranging from revenue-generating commercial therapeutics to pre-clinical programs EMERYVI |
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| September 23, 2024 |
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 20, 2024 XOMA ROYALTY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-39801 52-2154066 (State or Other Jurisdiction of Incorporation) (Commission |
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| September 23, 2024 |
EX-99.1 Exhibit 99.1 Zevra’s MIPLYFFA™ (arimoclomol) Receives Approval from U.S. Food and Drug Administration for Use in Patients with Niemann-Pick Disease Type C (NPC) MIPLYFFA™ is the first therapy approved for use in patients with NPC, a rare genetic disorder XOMA Royalty is entitled to receive a mid-single digit royalty on MIPLYFFA™ sales and up to $52.6 million in milestones MIPLYFFA™ is now |
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| August 13, 2024 |
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 13, 2024 XOMA ROYALTY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-39801 52-2154066 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| August 13, 2024 |
Letter Agreement dated August 26, 2021 between Presidio Trust and Kinnate Biopharma Inc. Exhibit 10.2 August 26, 2021 Kinnate Biopharma Inc. 103 Montgomery Street, Suite 150 The Presidio of San Francisco San Francisco, California 94129 Attn: Nima Farzan Re: Net Office Lease, dated as of August 5, 2021 (the “Lease”) by and between Kinnate Biopharma Inc., a Delaware corporation, as Tenant, and the Presidio Trust, as Landlord, for the Premises known as Building 103, Suite 150, located at |
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| August 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39801 XOM |
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| August 13, 2024 |
Exhibit 99.1 XOMA Royalty Reports Second Quarter 2024 Financial Results and Highlights Recent Activities Cash receipts totaled $22.6 million in 2Q24, inclusive of royalty income and milestones from Day One Pharmaceuticals and Rezolute Expanded the commercial royalty and milestone portfolio with the acquisition of economic interests in XACIATO™ (clindamycin phosphate) vaginal gel 2%, and two novel |
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| August 13, 2024 |
Exhibit 10.3 LANDLORD CONSENT TO ASSIGNMENT AND ASSUMPTION OF LEASE THIS LANDLORD CONSENT TO ASSIGNMENT AND ASSUMPTION OF LEASE (“Consent Agreement”) is entered into as of February 1, 2024 (the “Effective Date”), by and among the PRESIDIO TRUST, a wholly-owned government corporation of the United States of America (“Landlord”), KINNATE BIOPHARMA INC., a Delaware corporation (“Assignor”), and EVENT |
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| August 13, 2024 |
Net Office Lease dated August 5, 2021 between Presidio Trust and Kinnate Biopharma Inc. Exhibit 10.1 THE PRESIDIO SAN FRANCISCO, CALIFORNIA NET OFFICE LEASE BASIC LEASE INFORMATION Lease Date: August 5, 2021 | 9:53:40 PM PDT Landlord: PRESIDIO TRUST, a wholly-owned government corporation of the United States of America Tenant: KINNATE BIOPHARMA INC., a Delaware corporation Tenant’s Address for Notices: Before Delivery Date: Kinnate Biopharma Inc. 3611 Valley Centre Drive, Suite 175 S |
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| July 9, 2024 |
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): July 8, 2024 XOMA CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-39801 52-2154066 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| July 9, 2024 |
Certificate of Amendment to the Certificate of Incorporation of the Company Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED CERTIFICATE OF INCORPORATION OF XOMA CORPORATION XOMA Corporation (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), does hereby certify as follows: 1. That the current name of the Corporation is XOMA Corporation. |
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| June 13, 2024 |
Exhibit 99.2 TABLE OF CONTENTS Page Condensed Consolidated Balance Sheet (Unaudited) 2 Condensed Consolidated Statement of Operations and Comprehensive Loss (Unaudited) 3 Condensed Consolidated Statement of Stockholders’ Equity (Unaudited) 4 Condensed Consolidated Statement of Cash Flows (Unaudited) 5 Notes to Unaudited Condensed Consolidated Financial Statements 6 1 KINNATE BIOPHARMA INC. CONDENS |
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| June 13, 2024 |
June 13, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N. |
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| June 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 3, 2024 XOMA CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-39801 52-2154066 (State or Other Jurisdiction of Incorporation) (Com |
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| June 13, 2024 |
June 13, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N. |
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| June 13, 2024 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.5 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On April 3, 2024, XOMA Corporation (the “Company” or XOMA”) completed the previously announced acquisition (“Transaction”) of Kinnate Biopharma Inc. (“Kinnate”), pursuant to an Agreement and Plan of Merger, dated as of February 16, 2024 (the “Merger Agreement”), by and among Kinnate, the Company and XRA 1 Corp (“XRA”), a who |
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| May 30, 2024 |
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): May 30, 2024 XOMA CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-39801 52-2154066 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| May 16, 2024 |
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): May 15, 2024 XOMA CORPORATION (Exact Name of Registrant as Specified in Charter) DELAWARE 001-39801 52-2154066 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| May 10, 2024 |
Gibson, Dunn & Crutcher LLP One Embarcadero Center, Suite 2600 San Francisco, CA 94111-3715 Tel 415. |
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| May 9, 2024 |
Exhibit 10.3 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED (INDICATED BY: [***]) FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE OR CONFIDENTIAL AMENDMENT NO. 1 TO ROYALTY PURCHASE AGREEMENT This Amendment No. 1 to Royalty Purchase Agreement (this “Amendment”) is entered into as of March 4, 2024 |
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| May 9, 2024 |
Talphera, Inc. and XOMA (US) LLC dated as of January 12, 2024 Exhibit 10.2 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED (INDICATED BY: [***]) FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE OR CONFIDENTIAL. Payment Interest Purchase Agreement By and Between TALPHERA, INC. and xoma (us) llc Dated as of JANUARY 12, 2024 TABLE OF CONTENTS Page ARTICLE I DEFI |
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| May 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39801 XO |
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| May 9, 2024 |
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): May 9, 2024 XOMA CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-39801 52-2154066 (State or Other Jurisdiction of Incorporation) (Commission File Number) ( |
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| May 9, 2024 |
Exhibit 99.1 XOMA Reports First Quarter 2024 Financial Results and Highlights Recent Activities Earned $9 million milestone upon U.S. Food and Drug Administration’s approval of Day One’s OJEMDA™ (tovorafenib); XOMA is entitled to receive a mid-single digit royalty on OJEMDA™ sales Acquired Kinnate Pharmaceuticals, adding at least $9.5 million in non-dilutive capital to XOMA’s balance sheet Expande |
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| May 2, 2024 |
United States securities and exchange commission logo May 2, 2024 Owen Hughes Chief Executive Officer XOMA Corporation 2200 Powell Street, Suite 310 Emeryville, CA 94608 Re: XOMA Corporation Registration Statement on Form S-4 Response Dated April 17, 2024 File No. |
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| April 30, 2024 |
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): April 29, 2024 XOMA CORPORATION (Exact Name of Registrant as Specified in Charter) DELAWARE 001-39801 52-2154066 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| April 30, 2024 |
Exhibit 99.1 XOMA Adds Economic Interests in Three First-in-Category Assets to its Royalty and Milestone Portfolio Including XACIATO™ (clindamycin phosphate) Vaginal Gel 2% Organon, a global women’s healthcare company, initiated XACIATO™ commercial activities in the fourth quarter of 2023 XOMA further expands its late-stage portfolio with synthetic royalty and milestone interests in two additional |
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| April 25, 2024 |
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): April 25, 2024 XOMA CORPORATION (Exact Name of Registrant as Specified in Charter) DELAWARE 001-39801 52-2154066 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| April 25, 2024 |
Exhibit 99.1 XOMA Earns $9 Million Milestone as FDA Grants Accelerated Approval to Day One’s OJEMDATM (tovorafenib) for Relapsed or Refractory BRAF-altered Pediatric Low-Grade Glioma (pLGG) XOMA is entitled to a mid-single digit royalty on global OJEMDA™ sales First and only FDA-approved type II RAF inhibitor for patients with relapsed or refractory pLGG harboring a BRAF fusion or rearrangement, o |
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| April 17, 2024 |
Gibson, Dunn & Crutcher LLP One Embarcadero Center, Suite 2600 San Francisco, CA 94111-3715 Tel 415. |
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| April 3, 2024 |
Exhibit 2.2 Execution Version This CONTINGENT VALUE RIGHTS AGREEMENT, dated as of April 3, 2024 (this “Agreement”), is entered into by and between XOMA Corporation, a Delaware corporation (the “Parent”), XRA 1 Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (the “Purchaser”), Broadridge Corporate Issuer Solutions, LLC, a Pennsylvania limited liability company, as Rights Agent |
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| April 3, 2024 |
United States securities and exchange commission logo April 3, 2024 Owen Hughes Chief Executive Officer XOMA Corporation 2200 Powell Street, Suite 310 Emeryville, CA 94608 Re: XOMA Corporation Registration Statement on Form S-4 Response Dated March 22, 2024 File No. |
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| April 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) KINNATE BIOPHARMA INC. (Name of Subject Company (Issuer)) XRA 1 CORP. (Name of Filing Persons (Offeror)) XOMA CORPORATION (Name of Filing Persons (Parent of Offeror)) Common Stock, Par Value $0.0001 Pe |
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| April 3, 2024 |
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): April 3, 2024 XOMA CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-39801 52-2154066 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| April 3, 2024 |
Exhibit (a)(5)(D) XOMA Corporation Announces Closing of Tender Offer Kinnate Stockholders to Receive $2. |
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| April 2, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1 |
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| April 2, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1 |
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| March 22, 2024 |
Gibson, Dunn & Crutcher LLP One Embarcadero Center, Suite 2600 San Francisco, CA 94111-3715 Tel 415. |
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| March 19, 2024 |
Table of Contents Exhibit (a)(1)(A) Amended and Restated Offer to Purchase All Outstanding Shares of Common Stock of KINNATE BIOPHARMA INC. |
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| March 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) KINNATE BIOPHARMA INC. (Name of Subject Company (Issuer)) XRA 1 CORP. (Name of Filing Persons (Offeror)) XOMA CORPORATION (Name of Filing Persons (Parent of Offeror)) Common Stock, Par Value $0.0001 Pe |
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| March 19, 2024 |
Exhibit (a)(5)(C) XOMA Announces Calculation of Additional Price Per Share and Extension of Expiration Date for Tender Offer for Kinnate Biopharma Inc. |
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| March 13, 2024 |
United States securities and exchange commission logo March 13, 2024 Owen Hughes Chief Executive Officer XOMA Corporation 2200 Powell Street, Suite 310 Emeryville, CA 94608 Re: XOMA Corporation Registration Statement on Form S-3 Filed March 8, 2024 File No. |
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| March 13, 2024 |
United States securities and exchange commission logo March 13, 2024 Owen Hughes Chief Executive Officer XOMA Corporation 2200 Powell Street, Suite 310 Emeryville, CA 94608 Re: XOMA Corporation Registration Statement on Form S-4 Filed March 8, 2024 File No. |
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| March 8, 2024 |
Exhibit 99.1 XOMA Reports Fourth Quarter and Full Year 2023 Financial Results and Highlights Recent and Upcoming Events Expected to Drive Shareholder Value Raised up to $140 million of non-dilutive non-recourse capital through a royalty-backed loan related to VABYSMO® from funds managed by Blue Owl Capital Received $15.5 million in cash payments related to our growing royalty base and the achievem |
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| March 8, 2024 |
Exhibit 10.10 November 1, 2022 Thomas Burns VIA EMAIL/DOCUSIGN Dear Thomas: As you know, you are employed by XOMA Corporation (the “Company”) pursuant to the terms of an Officer Employment Agreement dated August 7, 2017, as amended on April 1, 2022 (the “Agreement”). You and the Company are hereby agreeing to amend the Agreement to modify the retention benefit contained therein, as set forth below |
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| March 8, 2024 |
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): March 8, 2024 XOMA CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-39801 52-2154066 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| March 8, 2024 |
Exhibit 10.63 THE FOLLOWING INFORMATION IS SUPPLIED SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES. THE LOAN UNDER THIS AGREEMENT ARE TREATED AS HAVING BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) WITHIN THE MEANING OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AND THIS LEGEND IS REQUIRED BY SECTION 1275(c) OF THE CODE. INFORMATION INCLUDING THE ISSUE PRICE, THE A |
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| March 8, 2024 |
Incentive Compensation Clawback Policy Exhibit 97 XOMA Corporation Incentive Compensation Recoupment Policy 1.Introduction The Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of XOMA Corporation, a Delaware corporation (the “Company”), has determined that it is in the best interests of the Company and its stockholders to adopt this Incentive Compensation Recoupment Policy (this “Policy”) pr |
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| March 8, 2024 |
Office Lease dated June 27, 2023 between KBSIII Towers at Emeryville, LLC and XOMA (US) LLC Exhibit 10.65 SECOND AMENDMENT TO OFFICE LEASE This SECOND AMENDMENT TO OFFICE LEASE (this “Amendment”), dated as of June 27, 2023 (the “Effective Date”), is entered into by and between KBSIII TOWERS AT EMERYVILLE, LLC, a Delaware limited liability company (“Landlord”), and XOMA (US) LLC, a Delaware limited liability company (“Tenant”). R E C I T A L S: A.Pursuant to that certain Office Lease date |
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| March 8, 2024 |
Exhibit 107 Calculation of Filing Fee Tables S-4 (Form Type) XOMA Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be Paid Equity Common stock, par value $0. |
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| March 8, 2024 |
As filed with the Securities and Exchange Commission on March 8, 2024. Table of Contents As filed with the Securities and Exchange Commission on March 8, 2024. |
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| March 8, 2024 |
Exhibit 107 Calculation of Filing Fee Tables S-3 (Form Type) XOMA Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective date Filing Fee Previously Paid In Connection With Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Equity Common stock, par value $0. |
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| March 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-39801 XOMA CO |
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| March 8, 2024 |
EX-4.6 Exhibit 4.6 XOMA CORPORATION, Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 20 Debt Securities TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 6 Section 2.01 Designation and Terms of Securities 6 Section 2.02 Form of Securities and Trustee’s Certificate 9 Se |
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| March 8, 2024 |
Exhibit 4.6 XOMA CORPORATION, Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 20 Debt Securities TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 6 Section 2.01 Designation and Terms of Securities 6 Section 2.02 Form of Securities and Trustee’s Certificate 9 Section 2 |
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| March 8, 2024 |
As filed with the Securities and Exchange Commission on March 8, 2024. Table of Contents As filed with the Securities and Exchange Commission on March 8, 2024. |
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| March 8, 2024 |
Exhibit 21.1 Subsidiaries of the Company Jurisdiction of Organization XOMA Technology Ltd. Bermuda XOMA (US) LLC Delaware XOMA UK Limited United Kingdom XRL 1 LLC Delaware |
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| March 8, 2024 |
Description of Registrant’s Securities Exhibit 4.9 DESCRIPTION OF CAPITAL STOCK The following is a description of the Common Stock, $0.0075 par value (the “Common Stock”), Preferred Stock, $0.05 par value (the “Preferred Stock”) and depositary shares of XOMA Corporation (“we,” “us,” “our” or the “Company”). The Common Stock, 8.625% Series A Cumulative Perpetual Preferred Stock, $0.05 par value (the “Series A Preferred Stock”), and the |
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| March 8, 2024 |
Exhibit 10.16 AMENDED AND RESTATED OFFICER EMPLOYMENT AGREEMENT This Amended and Restated Officer Employment Agreement (“Agreement”) between Owen Hughes (“Employee”) and XOMA Corporation (“XOMA” or “the Company”) (collectively, the “Parties”) is effective as of January 8, 2024 (the “Agreement Effective Date”). WHEREAS, Employee is currently employed by the Company as its Interim Chief Executive Of |
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| March 8, 2024 |
Exhibit 10.64 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED (INDICATED BY: [***]) FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE OR CONFIDENTIAL. SALE, CONTRIBUTION AND SERVICING AGREEMENT dated as of December 15, 2023 between XOMA (US) LLC, as Seller, and Solely for purposes of Section 2.03 a |
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| March 4, 2024 |
MUTUAL CONFIDENTIAL DISCLOSURE AGREEMENT Exhibit (d)(2) MUTUAL CONFIDENTIAL DISCLOSURE AGREEMENT This Mutual Confidential Disclosure Agreement (this “Agreement”), effective as of November 11, 2023 (the “Effective Date”), is entered into by and between Kinnate Biopharma Inc. |
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| March 4, 2024 |
Table of Contents Exhibit (a)(1)(A) Offer to Purchase All Outstanding Shares of Common Stock of KINNATE BIOPHARMA INC. |
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| March 4, 2024 |
Exhibit (a)(1)(D) Offer to Purchase All Outstanding Shares of Common Stock of KINNATE BIOPHARMA INC. |
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| March 4, 2024 |
Exhibit 107 Calculation of Filing Fee Tables SC TO-T (Form Type) KINNATE BIOPHARMA INC. |
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| March 4, 2024 |
Exhibit (a)(1)(C) Offer to Purchase All Outstanding Shares of Common Stock of KINNATE BIOPHARMA INC. |
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| March 4, 2024 |
Exhibit (a)(1)(B) Letter of Transmittal To Tender Shares of Common Stock of KINNATE BIOPHARMA INC. |
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| March 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 KINNATE BIOPHARMA INC. (Name of Subject Company (Issuer)) XRA 1 CORP. (Name of Filing Persons (Offeror)) XOMA CORPORATION (Name of Filing Persons (Parent of Offeror)) Common Stock, Par Value $0.0001 Per Share (Title of |
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| February 27, 2024 |
Exhibit 99.1 XOMA Enters into Agreement to Acquire Kinnate Biopharma for Between $2.3352 and $2.5879 in Cash Per Share Plus a Contingent Value Right Upon closing, XOMA anticipates adding approximately $9.5 million in cash to its balance sheet and several early-stage programs to potentially add to its royalty portfolio EMERYVILLE, Calif., February 16, 2024 (GLOBE NEWSWIRE) – XOMA Corporation (NASDA |
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| February 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 KINNATE BIOPHARMA INC. (Name of Subject Company (Issuer)) XRA 1 CORP. (Name of Filing Persons (Offeror 1)) XOMA CORPORATION (Name of Filing Persons (Parent of Offeror)) Common Stock, Par Value $0.0001 Per |
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| February 16, 2024 |
Agreement and Plan of Merger between the Company, Kinnate and Merger Sub, dated February 16, 2024 Exhibit 2.1 Final Form AGREEMENT AND PLAN OF MERGER DATED AS OF FEBRUARY 16, 2024 AMONG XOMA CORPORATION XRA 1 CORP. AND KINNATE BIOPHARMA INC. TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 SECTION 1.01 Definitions 2 SECTION 1.02 Interpretation and Rules of Construction 12 ARTICLE II THE OFFER 13 SECTION 2.01 The Offer 13 SECTION 2.02 Company Actions 16 ARTICLE III THE MERGER 17 SECTION 3.01 T |
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| February 16, 2024 |
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): February 16, 2024 XOMA CORPORATION (Exact Name of Registrant as Specified in Charter) DELAWARE 001-39801 52-2154066 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| February 16, 2024 |
Exhibit 99.1 XOMA Enters into Agreement to Acquire Kinnate Biopharma for Between $2.3352 and $2.5879 in Cash Per Share Plus a Contingent Value Right Upon closing, XOMA anticipates adding approximately $9.5 million in cash to its balance sheet and several early-stage programs to potentially add to its royalty portfolio EMERYVILLE, Calif., February 16, 2024 (GLOBE NEWSWIRE) – XOMA Corporation (NASDA |
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| February 9, 2024 |
XOMA / XOMA Corporation / FMR LLC Passive Investment SC 13G/A 1 filing.txt SCHEDULE 13G Amendment No.3 XOMA CORP COMMON STOCK Cusip #98419J206 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) Cusip #98419J206 Item 1: Reporting Person - FMR LLC Item 2: (a) [ ] (b) [ ] Item 4: Delaware Item 5: 1,150,166 Item 6: 0 Item 7: 1,155,033 Item 8: 0 Item 9: 1,155,033 |
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| January 16, 2024 |
Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D dated January 16, 2024 (including amendments thereto) with respect to the shares of Common Stock, $0.0075 par value, of XOMA Corporation, a Delaware corporation. |
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| January 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 10)1 XOMA Corporation (Name of Issuer) Common Stock, $0.0075 par value (Title of Class of Securities) 98419J 206 (CUSIP Number) JAMES KRATKY BVF PARTNERS L |
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| January 11, 2024 |
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): January 7, 2024 XOMA CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-39801 52-2154066 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| January 2, 2024 |
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): January 2, 2024 XOMA CORPORATION (Exact Name of Registrant as Specified in Charter) DELAWARE 001-39801 52-2154066 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| January 2, 2024 |
EX-99.1 Exhibit 99.1 XOMA Announces Stock Repurchase Program of up to $50 Million Balanced capital allocation strategy looks to return capital to shareholders while continuing to invest in royalty and milestone acquisitions that will drive total shareholder return EMERYVILLE, Calif., January 2, 2024 (GLOBE NEWSWIRE) – XOMA Corporation (Nasdaq: XOMA), the biotech royalty aggregator, today announced |
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| December 19, 2023 |
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): December 15, 2023 XOMA CORPORATION (Exact Name of Registrant as Specified in Charter) DELAWARE 001-39801 52-2154066 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| December 19, 2023 |
Exhibit 99.1 XOMA Raises up to $140 Million in Non-Dilutive, Non-Recourse Financing from Funds Managed by Blue Owl Capital Backed by VABYSMO® Royalties Low-cost financing capitalizes on XOMA’s $14 million acquisition of VABYSMO® (faricimab) royalties in 2021 Proceeds expected to be used for stock repurchases and additional royalty and milestone acquisitions Financing from Blue Owl extends XOMA’s c |
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| December 19, 2023 |
Form of Warrant (December 2023) ($35.00 Exercise Price) Exhibit 4.1 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTAN |
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| December 19, 2023 |
Form of Warrant (December 2023) ($50.00 Exercise Price) Exhibit 4.3 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTAN |
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| December 19, 2023 |
Form of Warrant (December 2023) ($42.50 Exercise Price) Exhibit 4.2 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTAN |
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| November 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39801 XO |
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| November 7, 2023 |
Exhibit 99.1 XOMA Reports Third Quarter 2023 Financial Results and Highlights Upcoming Events Expected to Drive Shareholder Value Received $6.6 million in cash receipts during the quarter related to our growing royalty base and certain development milestones One New Drug Application (NDA) was filed in the third quarter; another is anticipated prior to year-end Company anticipates the initiation of |
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| November 7, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 7, 2023 XOMA CORPORATION (Exact Name of Registrant as Specified in Charter) DELAWARE 001-39801 52-2154066 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| October 31, 2023 |
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): October 31, 2023 XOMA CORPORATION (Exact Name of Registrant as Specified in Charter) DELAWARE 001-39801 52-2154066 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| October 27, 2023 |
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): October 23, 2023 XOMA CORPORATION (Exact Name of Registrant as Specified in Charter) DELAWARE 001-39801 52-2154066 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| September 11, 2023 |
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 11, 2023 XOMA CORPORATION (Exact Name of Registrant as Specified in Charter) DELAWARE 001-39801 52-2154066 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| August 25, 2023 |
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 25, 2023 XOMA CORPORATION (Exact Name of Registrant as Specified in Charter) DELAWARE 001-39801 52-2154066 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| August 8, 2023 |
Exhibit 10.3 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED (INDICATED BY: [***]) FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE OR CONFIDENTIAL. ASSIGNMENT AND ASSUMPTION AGREEMENT This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of June 21, 2023 (the “Closing Date”), is ma |
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| August 8, 2023 |
Exhibit 10.4 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED (INDICATED BY: [***]) FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE OR CONFIDENTIAL. Royalty Purchase Agreement By and Between LadRx Corporation and XOMA (US) LLC Dated as of June 21, 2023 Table of Contents Page Article 1 DEFINED TERMS |
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| August 8, 2023 |
EX-99.1 Exhibit 99.1 XOMA Reports Second Quarter 2023 Financial Results and Provides Update on its Royalty Monetization Strategy Completed two royalty acquisitions in the first half of 2023 adding one cash flow generating asset, one NDA-ready asset, and a Phase 2 asset Two portfolio assets are now generating cash flows from commercial sales Company expects at least one partner to file a New Drug A |
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| August 8, 2023 |
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 8, 2023 XOMA CORPORATION (Exact Name of Registrant as Specified in Charter) DELAWARE 001-39801 52-2154066 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| August 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39801 XOMA Co |
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| July 18, 2023 |
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): July 18, 2023 XOMA CORPORATION (Exact Name of Registrant as Specified in Charter) DELAWARE 001-39801 52-2154066 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
