Every 8-K that XOMA Royalty Corporation (XOMA) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow XOMA and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full XOMA filings page.
XOMA Royalty Corporation was acquired by Ligand Pharmaceuticals Incorporated. Each share of common stock was converted into the right to receive $39.00 in cash plus one non-transferable contingent value right (CVR) per share, entitling holders to a portion of 75% of any net proceeds from specified pending litigation.
Before the merger’s effective time, all 8.625% Series A and 8.375% Series B Cumulative Perpetual Preferred Stock was redeemed, including accrued and unpaid dividends, and debt under a 2023 Loan Agreement was fully repaid and the facility terminated. XOMA Royalty’s common stock was halted and delisted from Nasdaq, with Form 25 and Form 15 filings to remove the listing and end SEC reporting. At a Special Meeting, stockholders approved the Merger Agreement with 15,924,106 votes for and 98,100 against, out of 17,678,742 shares outstanding as of the record date, and the board and officers were replaced by Ligand’s designees.
XOMA Royalty Corporation plans to redeem all outstanding preferred stock and align these actions with its pending acquisition by Ligand Pharmaceuticals. On July 14, 2026, XOMA will redeem its 8.625% Series A and 8.375% Series B preferred at $25.00 per share/depositary share plus accrued dividends, after paying quarterly dividends of $0.53906 per Series A share and $0.52344 per Series B depositary share on or about July 15, 2026. Following redemption, the preferred securities will no longer be outstanding or listed. XOMA also set July 13, 2026 as the record date for issuing one contingent value right per common share as additional merger consideration, while reiterating that the Ligand transaction is expected to close on or about July 14, 2026, subject to remaining conditions.
XOMA Royalty Corporation reported the results of its 2026 Annual Meeting of Stockholders. Shareholders approved an amendment and restatement of the 2010 Long Term Incentive and Stock Award Plan, adding 425,000 shares of common stock for equity awards and extending the plan’s term to March 16, 2036.
They also approved the 2026 Employee Stock Purchase Plan, making 500,000 shares available for employee purchases, and ratified Deloitte & Touche LLP as independent auditor. All director nominees were elected and the advisory vote on executive compensation passed. As part of a previously announced merger process, the board adopted bylaw amendments addressing Nevada controlling interest statutes and adding exclusive forum provisions.
XOMA Royalty Corporation filed an update on its pending acquisition by Ligand Pharmaceuticals. On May 16, 2026, XOMA Royalty, Ligand, Flex Merger Sub and a newly formed subsidiary, XOMA Royalty Holdings Corporation (HoldCo), entered into Amendment No. 1 to their Agreement and Plan of Merger, formally adding HoldCo as a party.
HoldCo is a wholly owned subsidiary created to implement a holding company reorganization under Nevada law before Merger Sub combines with HoldCo, which will then become a wholly owned subsidiary of Ligand. The filing emphasizes that detailed terms and potential impacts will be described in preliminary and definitive proxy statements that XOMA Royalty plans to file, and urges stockholders to review those materials before voting on the proposed acquisition.
XOMA Royalty Corporation completed its acquisition of Generation Bio through a tender offer and follow-on merger, paying $4.2913 in cash plus one contingent value right (CVR) per share. XOMA estimates the CVR proceeds at $0.81 per Generation Bio share, based on excess net cash at closing.
At expiration, 4,722,533 shares, about 70% of Generation Bio’s stock, were tendered and accepted. XOMA acquired Generation Bio’s remaining cash, de minimis assets, approximately $98.0 million of Section 174 tax deductions, and legacy lipid nanoparticle (LNP) assets tied in part to a collaboration with Moderna.
Generation Bio had previously received $40.0 million upfront and $7.5 million in prepaid research funding under the Moderna agreement and could earn up to approximately $1.8 billion in future milestones plus tiered royalties. XOMA does not expect the next $7.5 million option milestone or major target option exercises in the next 12 months.
XOMA Royalty Corporation agreed to be acquired by Ligand Pharmaceuticals in an all-cash merger. XOMA common stockholders will receive $39.00 per share in cash plus contingent value rights tied to potential proceeds from certain Janssen-related litigation, giving both immediate value and additional upside potential.
The deal values XOMA at approximately $739 million and represents about a 14% premium to its 30‑day volume‑weighted average price before announcement. XOMA’s Series X preferred shares will convert to common stock, while its perpetual preferred shares will be redeemed with accrued dividends. A holding company reorganization and CVR structure will be completed before closing, and key shareholders owning roughly 47% of XOMA’s shares have agreed to support the transaction.
XOMA Royalty Corporation reported a strong turnaround for 2025, with income and revenues rising to $52.1 million from $28.5 million in 2024 and net income improving to $31.7 million from a net loss of $13.8 million.
Cash receipts reached $50.5 million, including $33.6 million in royalties and commercial payments and $16.9 million in milestones and fees, and the company generated positive cash flow from operations. XOMA deployed $25.0 million to acquire additional royalty and milestone assets and repurchased 648,048 common shares for $16.0 million.
At December 31, 2025, XOMA held cash and cash equivalents of $133.7 million, including $50.8 million in restricted cash, against long-term debt of $96.5 million. The portfolio expanded to more than 100 assets, with multiple commercial and late-stage programs supporting growing royalty streams.
XOMA Royalty Corporation furnished an updated corporate presentation outlining its royalty aggregation business model, portfolio, and preliminary 2025 financial data. The company focuses on acquiring early- to mid‑stage biotech royalty and milestone rights and highlights a diversified portfolio exceeding 100 assets, with more than $140M in milestones received since 2017 and over $2B in potential future milestones.
The presentation’s preliminary 2025 update shows $49–50M in cash received from royalties and milestones and about $133M of cash, cash equivalents and restricted cash as of December 31, 2025. XOMA repurchased and retired 648,048 common shares during 2025 for $16M, with 11,888,489 common shares outstanding as of February 27, 2026. General and administrative expenses for 2025 include roughly $1M tied to ongoing litigation with Janssen Biotech regarding use of XOMA intellectual property, and the company notes that the outcome and any potential recovery are uncertain.
XOMA Royalty Corporation has completed its acquisition of Generation Bio Co. through a tender offer followed by a merger. XOMA Royalty’s subsidiary first purchased Generation Bio common shares at $4.2913 per share in cash plus one contingent value right (CVR) per share, then merged the subsidiary into Generation Bio.
As of the tender expiration on February 6, 2026, holders had validly tendered 4,722,533 shares, representing about 70% of Generation Bio’s outstanding stock, satisfying the minimum tender condition. Remaining eligible shares were converted into the same cash-and-CVR package, and Generation Bio is now a wholly owned subsidiary of XOMA Royalty.
XOMA Royalty Corporation filed an amended report to give more detail on the legacy assets it acquired with LAVA Therapeutics. These include EGFRd2 (PF-8046052), outlicensed to Pfizer for cancers, and JNJ-89853413, outlicensed to Janssen Biotech for acute myeloid leukemia, both in early clinical trials with Pfizer and Janssen responsible for development and commercialization.
XOMA also acquired LAVA-1266 but does not plan further development and is seeking a sale or other disposition. Former LAVA shareholders received contingent value rights (CVRs) tied to any future monetization of these assets, with 75% of net proceeds payable through the CVRs. XOMA and LAVA previously estimated the CVR value at $0.00 because of the high uncertainty around early-stage oncology programs and limited prospects for LAVA-1266.
XOMA Royalty Corporation is making a leadership change in its finance organization. Effective January 12, 2026, the board appointed Jeffrey Trigilio as Chief Financial Officer, succeeding Thomas Burns, who stepped down from his role on the same date.
Mr. Trigilio will receive an annual base salary of $515,000 and is eligible for a target annual cash bonus equal to 40% of base salary. His compensation package includes an initial grant of 30,000 performance units that vest based on stock price hurdles over a period ending on the earlier of May 18, 2026 or the 2026 annual stockholder meeting, plus a 2026 annual equity grant valued at 180,000 times the closing price of XOMA common stock on the effective date.
The employment agreement provides severance and change-of-control protections, including up to 1.5 times base salary and target bonus, extended health benefits, outplacement services, and accelerated equity vesting in certain termination scenarios. Mr. Burns will receive severance under his existing agreement, acceleration of certain performance stock units, and a consulting role for three months at $16,000 per month to support transition.
XOMA Royalty Corporation filed a current report to let investors know it has made an updated corporate presentation available as of January 12, 2026. The presentation is attached as Exhibit 99.1 and is intended to provide refreshed information about the company.
The company specifies that the material in Item 7.01, including the presentation, is being furnished rather than filed, meaning it is not subject to certain Exchange Act liability provisions and is not automatically incorporated into other SEC filings unless specifically referenced.
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.
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 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.
XOMA Royalty Corporation filed a current report to disclose an administrative correction to its preferred stock documentation. On September 23, 2025, the company filed a Certificate of Correction to the Certificate of Designation for its 8.375% Series B Cumulative Perpetual Preferred Stock.
The correction fixes a typographical error in Section 8(a), changing the figure “1.253.13” to “1,253.13.” The corrected Certificate of Correction is included as Exhibit 3.1 and is incorporated by reference, providing the formal updated terms for the Series B preferred stock.
XOMA Royalty Corporation (XOMAP) entered into a merger with HilleVax, Inc. under an Agreement and Plan of Merger dated August 4, 2025, after a related tender offer described in an Offer to Purchase dated August 18, 2025. At the Effective Time, Merger Sub merged into HilleVax and HilleVax became a wholly owned subsidiary of XOMA, with outstanding HilleVax shares (subject to customary exceptions) cancelled and converted into the right to receive the Offer Price, comprised of a cash amount and a non-transferable Contingent Value Right (CVR).
A Contingent Value Rights Agreement dated September 17, 2025 governs potential cash payments under the CVR, with Broadridge named as rights agent and Dr. Robert Hershberg as initial representative of holders. The filing attaches the Merger Agreement, the CVR Agreement, and a press release incorporated by reference.