XOMA Royalty Corp false 0000791908 --12-31 0000791908 2025-09-23 2025-09-23 0000791908 us-gaap:CommonStockMember 2025-09-23 2025-09-23 0000791908 xoma:M8.625SeriesACumulativePerpetualPreferredStockParValue0.05PerShareMember 2025-09-23 2025-09-23 0000791908 xoma:DepositarySharesEachRepresenting11000thInterestInAShareOf8.375SeriesBCumulativePerpetualPreferredStockParValue0.05PerShareMember 2025-09-23 2025-09-23
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)
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| Nevada |
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001-39801 |
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52-2154066 |
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(Commission File Number) |
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(I.R.S. Employer
Identification Number) |
2200 Powell Street, Suite 310, Emeryville, California 94608
(Address of Principal Executive Offices) (Zip Code)
(510) 204-7200
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class |
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Trading symbol(s) |
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Name of each exchange on which registered |
| Common Stock, $0.0075 par value |
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XOMA |
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The Nasdaq Global Market |
| 8.625% Series A Cumulative Perpetual Preferred Stock, par value $0.05 per share |
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XOMAP |
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The Nasdaq Global Market |
| Depositary Shares (each representing 1/1000th interest in a share of 8.375% Series B Cumulative Perpetual Preferred Stock, par value $0.05 per share) |
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XOMAO |
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The Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.03 |
Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On September 23, 2025, the Company filed a Certificate of Correction (the “Certificate of Correction”) to the Certificate of Designation of 8.375% Series B cumulative perpetual preferred stock originally filed with the Secretary of State of the State of Nevada on May 29, 2025 (the “Certificate of Designation”). The Certificate of Correction corrects a typographical error in Section 8(a) of the Certificate of Designation from “1.253.13” to “1,253.13”.
The foregoing description of the Certificate of Correction does not purport to be complete and is qualified in its entirety by reference to the Certificate of Correction, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item 9.01 |
Financial Statements and Exhibits |
(d) Exhibits.
EXHIBIT INDEX
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| Exhibit No. |
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Description |
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| 3.1 |
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Certificate of Correction, dated September 23, 2025, to the Certificate of Designation of 8.375% Series B Cumulative Perpetual Preferred Stock. |
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| 104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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XOMA ROYALTY CORPORATION |
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| Date: September 26, 2025 |
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By: |
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/s/ Thomas Burns |
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Name: |
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Thomas Burns |
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Title: |
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Senior Vice President, Finance and Chief Financial Officer |
