HilleVax, Inc. SEC Filings

HilleVax, Inc. completed a merger on September 17, 2025 under which XOMA Royalty Corporation's subsidiary merged into HilleVax, making HilleVax a wholly owned subsidiary of Parent. Pursuant to the merger agreement, each issued and outstanding share of HilleVax common stock was cancelled. The filing amends a prior Schedule 13D to state that the listed Reporting Persons no longer beneficially own any HilleVax common stock and that they ceased to be beneficial owners of 5% or more of the class as of the closing date. No other transactions in the past 60 days are reported.

Takeda Pharmaceutical Company Limited and its subsidiary Takeda Vaccines, Inc. reported disposal of all their HilleVax, Inc. (HLVX) common stock held through Takeda Vaccines. On 09/17/2025, 6,724,000 shares were sold pursuant to a cash tender offer by XOMA Royalty Corporation and XRA 4 Corp. at a price of $1.95 per share, with closing announced on 09/17/2025.

The filing states that following the transaction the reporting persons hold 0 shares beneficially. The shares were held directly by Takeda Vaccines, Inc., an indirect wholly owned subsidiary of Takeda Pharmaceutical Company Limited, and the filing explains the ownership chain among Takeda entities.

HilleVax, Inc. (HLVX) agreed to be acquired and taken private by XOMA Royalty Corporation through a cash tender offer and subsequent merger. Shareholders received $1.95 per share plus one non-transferable contractual contingent value right (CVR) for each share. The tender offer expired and was completed on September 15, 2025, and the merger became effective September 17, 2025, with Merger Sub merging into HilleVax and HilleVax continuing as the surviving corporation and a wholly owned subsidiary of Parent. As a result, HilleVax common stock ceased to be publicly traded, Nasdaq delisting and deregistration steps were requested, and the company plans to suspend Exchange Act reporting by filing Form 15.

Frazier-affiliated reporting persons filed Amendment No. 5 to their Schedule 13D for HilleVax, Inc. (HLVX). The amendment reports that XOMA Royalty Corporation and its subsidiary entered into a merger agreement and commenced a tender offer to acquire all outstanding HilleVax common shares for $1.95 in cash per share plus one non-transferable contingent value right (CVR). The Offer expired September 15, 2025, and on September 17, 2025 Purchaser accepted all validly tendered shares and completed a merger under Delaware law, leaving HilleVax as a wholly owned subsidiary of Purchaser.

At the Effective Time each Share held by the reporting persons converted into the right to receive the stated Offer Price. The Merger Agreement also provided that any outstanding stock option with an exercise price greater than the Offer Price was canceled for no consideration, which included options held by Mr. Heron. As of September 17, 2025 the reporting persons ceased to be beneficial owners of more than 5% of the class.

Frazier Life Sciences entities and related individuals reported disposition of HilleVax, Inc. (HLVX) common stock in connection with a merger completed on September 17, 2025. At the effective time each outstanding share was converted into $1.95 in cash and one non-transferable contractual contingent value right (CVR). The filing shows Frazier Life Sciences X, L.P. disposed of 8,535,337 shares and Patrick J. Heron disposed of 17,199 shares, both at $1.95 per share, resulting in zero shares owned following the transaction. The filing explains RSUs vested and were canceled for equivalent cash and CVRs. Reporting relationships and ownership chains among Frazier entities and two individuals are disclosed.

HilleVax, Inc. filed a post-effective amendment to register a total of 9,460,039 shares of its common stock for issuance under employee equity plans. The filing specifically registers 8,200,000 shares reserved under the 2022 Incentive Award Plan, 200,039 shares subject to outstanding options under the 2021 Equity Incentive Plan, and 1,060,000 shares reserved under the 2022 Employee Stock Purchase Plan. The document identifies the company as incorporated in Delaware and shows the principal executive office in Boston, Massachusetts, with Owen Hughes signing on behalf of the company.

Robert Hershberg, President, CEO and director of HilleVax, Inc. (HLVX), reported a disposition of 1,101,498 shares of Common Stock on 09/17/2025. The filing states this transaction occurred in connection with an Agreement and Plan of Merger dated August 4, 2025, under which XOMA Royalty Corporation completed a tender offer and acquired all outstanding HilleVax shares.

Under the deal, former public shareholders received $1.95 cash per share plus one contingent value right (CVR) tied to potential future cash payments. At the effective time, Merger Sub merged into HilleVax, which continues as a wholly owned subsidiary of the purchaser.

Nanette Cocero, a director of HilleVax, Inc. (HLVX), reported a corporate-action transaction dated 09/17/2025 that resulted in the disposition of 17,199 shares of the company's common stock, leaving her with 0 shares beneficially owned. The Form 4 shows Transaction Code U, indicating the change was due to a merger-related corporate action. The filing explains that XOMA Royalty Corporation completed a tender offer and Merger Sub merged into HilleVax, with HilleVax becoming a wholly owned subsidiary. Under the merger terms, former shareholders received $1.95 in cash per share plus one contingent value right (CVR) per share; outstanding RSUs vested and were settled for cash and CVRs.

Jeryl Hilleman, a director of HilleVax, Inc. (HLVX), disposed of 59,224 shares of Common Stock as part of a change-in-control transaction that closed on September 17, 2025. Under an Agreement and Plan of Merger, holders received $1.95 in cash per share plus one contingent value right (CVR) per share that may pay additional contingent cash proceeds as described in the CVR agreement. After the reported transaction Hilleman reports 0 shares beneficially owned. The filing also states that outstanding restricted stock units vested and were canceled immediately prior to the merger, with holders receiving cash equal to $1.95 times the underlying shares and one CVR per underlying share.