HilleVax, Inc. SEC Filings

Gary Dubin, a director of HilleVax, Inc. (HLVX), reported disposition of 17,199 shares of common stock on 09/17/2025. The reported disposals were made in connection with a completed merger transaction under an Agreement and Plan of Merger dated August 4, 2025, in which XOMA Royalty Corporation and its subsidiary acquired all outstanding HilleVax shares. Consideration per share was $1.95 in cash plus one contingent value right (CVR) per share to receive potential contingent cash payments. Immediately prior to the merger effective time, outstanding restricted stock units vested and were cancelled in exchange for cash equal to the $1.95 per share amount times the underlying shares and one CVR per underlying share. Following the reported transaction, the reporting person beneficially owned 0 shares.

Aditya Kohli, a director of HilleVax, Inc. (HLVX), reported on Form 4 a transaction dated 09/17/2025 showing 698,171 shares of Common Stock disposed in connection with a completed merger. The filing explains that XOMA Royalty Corporation completed a tender offer and Merger Sub merged into HilleVax under a Merger Agreement dated August 4, 2025. Consideration to former shareholders consisted of $1.95 in cash per share plus one contingent value right (CVR) per share to receive certain contingent cash payments. The filing also states that outstanding restricted stock units vested and were canceled for cash equal to the cash amount times underlying shares plus one CVR per share. The Form 4 was signed by an attorney-in-fact for Mr. Kohli.

Julie Gerberding, a director of HilleVax, Inc. (HLVX), reported a sale of 59,224 shares of the companys common stock on 09/17/2025 in connection with a completed merger transaction. The sale occurred as part of a tender offer and merger by XOMA Royalty Corporation and its subsidiary, which paid $1.95 in cash per share plus one contingent value right (CVR) per share. At the effective time of the merger, Merger Sub merged into HilleVax and HilleVax became a wholly owned subsidiary of the parent. Also, outstanding restricted stock units vested immediately prior to the effective time and were canceled in exchange for cash equal to $1.95 per underlying share and one CVR per underlying share.

HilleVax, Inc. (HLVX) was acquired via a merger effective September 17, 2025. Under the Merger Agreement the purchasers completed a tender offer paying $1.95 cash per share plus one contingent value right (CVR) per share for certain contingent cash payments. As part of the closing, Merger Sub merged into HilleVax, which continues as a wholly owned subsidiary of the purchaser. Reporting person Jaime Sepulveda saw 59,224 shares disposed in a transaction coded "U" and reports 0 shares beneficially owned following the transaction. Outstanding restricted stock units vested and were canceled in exchange for cash equal to $1.95 times the underlying shares plus one CVR per share.

HilleVax, Inc. (HLVX) reported on Form 4 that Shane Maltbie, the company's Chief Financial Officer, disposed of 83,738 shares of HilleVax common stock on 09/17/2025, and following the transaction beneficial ownership is 0 shares.

The filing explains this sale occurred in connection with a merger transaction under an Agreement and Plan of Merger dated August 4, 2025. Purchasers completed a tender offer to acquire all outstanding common stock for $1.95 in cash per share plus one contingent value right (CVR) per share entitling holders to potential contingent cash payments. After the tender, Merger Sub merged into HilleVax and HilleVax became a wholly owned subsidiary of XOMA Royalty Corporation effective 09/17/2025.

Nasdaq Stock Market LLC submitted a Form 25 notifying the SEC of the removal of HilleVax, Inc. (HLVX) from listing and/or registration under Section 12(b) of the Securities Exchange Act of 1934. The filing names the issuer and exchange and states the Exchange has complied with the rule provisions for striking the class of securities and cites the procedural provisions for voluntary withdrawal. The document does not state which specific rule provision box was checked, the effective date of the removal, the reason for removal, or include an authorized signature block with a named signatory.

HilleVax (HLVX) amended its Schedule 14D-9 to supplement the company recommendation regarding the tender offer by XOMA Royalty Corporation and its wholly owned subsidiary to acquire all outstanding HilleVax shares.

The Offer Price for each share consists of $1.95 in cash payable without interest, based on an estimated Closing Net Cash equal to the Signing Net Cash of $102,950,000 as of August 4, 2025, plus one non-transferable contingent value right (CVR) per share. The amendment incorporates a Purchasers' press release issued September 17, 2025, by reference and is signed by Robert Hershberg, M.D., Ph.D., Chairman, President and CEO.

HilleVax, Inc. filed an 8-K reporting material transaction documents tied to a pending merger and related rights. The company incorporated by reference an Agreement and Plan of Merger dated August 4, 2025 involving XOMA Royalty Corporation and XRA 4 Corp. The filing also discloses a Contingent Value Rights (CVR) Agreement dated September 17, 2025, which creates a non-transferable CVR for each share that may pay a cash amount if specified conditions are met. The company filed a Second Amended and Restated Certificate of Incorporation and Second Amended and Restated Bylaws, and referenced retention cash bonuses and other listed exhibits.

HilleVax's board recommends stockholders accept a tender offer from XOMA Royalty Corporation and its subsidiary to acquire all outstanding shares for $1.95 per share in cash plus one non-transferable contingent value right (CVR) per share. The $1.95 cash amount is based on an estimated Closing Net Cash equal to $102,950,000 as of August 4, 2025. The Schedule 14D-9 explains that HilleVax entered the transaction after exploring strategic alternatives following topline NEST-IN1 Phase 2b results, which missed the primary efficacy endpoint in infants and led the company to discontinue further infant development of HIL-214 while exploring adult development and other options. The board engaged Leerink Partners as financial advisor, solicited multiple indications of interest from strategic and financial parties, negotiated terms with Parent (XOMA) including CVR structures, and concluded the Offer, Merger Agreement and related documents are fair and advisable. The filing notes representations and warranties are qualified by a confidential disclosure schedule and that additional documents, including the Offer to Purchase, Merger Agreement and CVR Agreement, are available from the SEC and the company.