XOMA Royalty Corporation SEC Filings

Owen Hughes, Chief Executive Officer and director of XOMA Royalty Corp, reported acquiring 100,000 depositary shares of the company’s 8.375% Series B cumulative preferred stock on 12/04/2025 at $25.05 per share. After this transaction, he beneficially owns 102,000 of these depositary shares directly, along with 98,268 common shares held directly and 295 common shares held through a 401(k) plan.

XOMA Royalty Corporation completed its acquisition of Mural Oncology plc on December 5, 2025, via an Irish High Court–sanctioned scheme of arrangement. Under the transaction agreement, Mural shareholders are entitled to receive a cash price of $2.035 per share. Outstanding Mural stock options were canceled at closing and converted into the right to receive cash equal to the per‑share consideration minus the option exercise price, while options with exercise prices at or above $2.035 received no payment. Outstanding restricted stock units were canceled and converted into the right to receive cash equal to the $2.035 per‑share consideration. XOMA plans to file audited Mural financial statements and unaudited pro forma combined financial information for XOMA and Mural in a later amendment.

XOMA Royalty Corporation has completed its acquisition of LAVA Therapeutics N.V. through a tender offer and subsequent reorganization. XOMA offered LAVA shareholders $1.04 in cash per share plus one non-transferable contingent value right (CVR) for each common share, with each CVR providing the right to potential future cash payments under a CVR Agreement. After the subsequent offering period expired on November 20, 2025, XOMA and LAVA completed a post-offer reorganization in which remaining minority shareholders ceased to hold LAVA shares and will receive the same mix of cash and CVRs as in the offer. XOMA also announced these steps in a November 21, 2025 press release and plans to file LAVA’s historical financial statements and pro forma combined financials in a later amendment.

LAVA Therapeutics (LVTX) reported the completion of XOMA Royalty Corporation’s tender offer and post-offer reorganization. As of the subsequent closing date, a total of 23,956,708 common shares, representing approximately 91.1% of LAVA’s outstanding shares, were validly tendered and accepted for payment, including 1,079,245 shares (about 4.2%) tendered during the subsequent offering period. The shares ceased trading on Nasdaq prior to the opening on November 21, 2025, and Nasdaq will file a Form 25 to delist and deregister the shares. LAVA and XOMA plan to file Form 15 to terminate registration and suspend LAVA’s reporting obligations, completing LAVA’s transition to a non-reporting, privately held company structure.

LAVA Therapeutics (LVTX) reported the tender offer by XOMA Royalty Corporation expired one minute after 11:59 p.m. ET on November 12, 2025, with 22,877,463 shares tendered, representing approximately 86.9% of outstanding shares. Purchaser intends to accept and promptly pay for all validly tendered shares.

A Subsequent Offering Period of five business days runs from November 13, 2025 until one minute after 11:59 p.m. New York City time on November 20, 2025. The offer consideration is $1.04 in cash per share plus one non‑transferable CVR per share.

Following the Subsequent Offering Period, the purchaser expects to complete a Post‑Offer Reorganization, after which LAVA will cease to be publicly traded and its NASDAQ listing will be terminated. Shareholders who did not tender and are cashed out in the reorganization will receive the same consideration, subject to Dutch dividend withholding tax (15%) on the portion exceeding the recognized paid‑up capital, while no Dutch dividend withholding tax applies to amounts paid for shares tendered in the offer.

XOMA Royalty Corporation furnished an 8-K announcing it issued a press release covering financial results for the fiscal quarter ended September 30, 2025. The release is provided as Exhibit 99.1 and highlights third‑quarter and year‑to‑date 2025 performance and recent business achievements.

The company stated that the information in this report and Exhibit 99.1 is not deemed “filed” under the Exchange Act, limiting potential Section 18 liabilities and incorporation by reference unless specifically referenced.

XOMA Royalty Corporation reported Q3 2025 results highlighting a shift to profitability. Total income and revenues were $9,351 while operating loss was $(1,330); net income reached $14,051, supported by $18,004 in gains on acquisitions and offset by $3,301 in interest expense. Year to date, total income and revenues were $38,392 with net income of $25,609.

Cash, cash equivalents, and restricted cash were $130,553 at period end. Restricted cash increased for lease and financing reserves, and intangible assets rose to $44,556 following portfolio transactions. The balance sheet shows total assets of $263,151 and total liabilities of $155,194, including current and long‑term debt. The company continues to recognize income from purchased receivables under both the effective interest and cost recovery methods and notes revenue concentration among a few counterparties.

XOMA Royalty Corporation filed Amendment No. 4 to its tender offer for LAVA Therapeutics N.V., setting the cash consideration at $1.04 per common share and confirming one non-transferable contingent value right (CVR) per share. The offer seeks to purchase all issued and outstanding LAVA common shares, with the CVR providing the right to potential cash payments as described in the CVR Agreement. The terms are detailed in the Amended and Restated Offer to Purchase dated October 17, 2025, and proceed under the Share Purchase Agreement between the parties.

XOMA Royalty Corporation entered into two "at the market" sales agreements to sell common stock and depositary shares. Under a Common Stock Sales Agreement with Leerink Partners LLC, the company may sell up to $75,000,000 of its common stock. Under a Preferred Stock Sales Agreement with H.C. Wainwright & Co., LLC, it may sell up to $50,000,000 of depositary shares, each representing 1/1000th of a share of the company’s 8.375% Series B cumulative perpetual preferred stock. The offerings rely on a Registration Statement originally filed March 8, 2024 and declared effective June 17, 2024; prospectus supplements were filed October 3, 2025. Legal opinions and consents from Brownstein Hyatt Farber Schreck, LLP and Gibson, Dunn & Crutcher LLP are filed as exhibits.