XOMA Royalty Corp (XOMA) SEC Filings, Sep-Dec 2025

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 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 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 launched an at-the-market program to sell up to $50,000,000 of depositary shares, each representing 1/1000th of its 8.375% Series B Cumulative Perpetual Preferred Stock, through or to H.C. Wainwright & Co. as sales agent or principal. The shares trade on Nasdaq as XOMAO.

Each depositary share carries a $25.00 liquidation preference equivalent and pays cumulative cash dividends of $2.09375 per year (8.375%), payable quarterly on or about January 15, April 15, July 15 and October 15. The agent may sell the shares in transactions deemed “at the market offerings,” earning up to 3.0% of gross proceeds.

The Series B Preferred is redeemable at the company’s option at $25.25 per depositary share (plus accrued and unpaid dividends) prior to April 15, 2026, and at $25.00 thereafter, subject to terms described. XOMA intends to use proceeds to fund future dividends and for general corporate purposes, including acquiring additional potential royalty and milestone revenue streams. As context, there were 1,600,000 depositary shares outstanding as of June 30, 2025.

XOMA Royalty Corp filed a prospectus supplement (Form 424B5) for debt securities describing its royalty-aggregator business and offering mechanics. The company acquires milestone, royalty and commercial payment streams from pre-commercial and mid‑stage assets (Phase 1 and 2) and late‑stage/commercial assets licensed to partners; future income is expected from milestone and royalty payments and periodic recognition under the effective interest method. It states reporting status as a smaller reporting company while market value of non‑affiliates is under $700.0M or annual revenue is under $100.0M. Governance and transfer provisions include a Beneficial Ownership Limitation initially set at 19.99%, procedures for delisting/change‑of‑control pricing using a 10‑day average, and takeover‑defensive provisions in its charter and bylaws. The prospectus references prior SEC filings and notes its website is an inactive reference only.

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.

Bradley Sitko, Chief Investment Officer and director of XOMA Royalty Corp (XOMAP), reported transactions dated 09/19/2025. The filing shows Sitko acquired 6,712 Performance Stock Units (PSUs) that each represent a contingent right to one share of common stock; these PSUs vest upon the common stock reaching a specified price and are scheduled to be exercisable by 05/18/2026. Following the reported PSU acquisition, Sitko beneficially owned 23,488 derivative-backed shares and 19,822 common shares by direct ownership. The report also discloses disposals of certain preferred and depositary share instruments and multiple indirect holdings through his 401(k) plan, spouse, and children.