XOMA holders get $39 cash plus CVRs in Ligand deal

BVF Partners L.P. and affiliated funds filed Amendment No. 15 to their Schedule 13D for XOMA Royalty Corp, reporting that they no longer beneficially own any shares of the company.

Accepted by SEC EDGAR 07/16/2026 - 05:00 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

BVF Partners L.P. and affiliated funds filed Amendment No. 15 to their Schedule 13D for XOMA Royalty Corp, reporting that they no longer beneficially own any shares of the company. This change follows completion of a merger in which Flex Merger Sub, Inc., a wholly owned subsidiary of Ligand Pharmaceuticals Incorporated, merged with XOMA Royalty Holdings Corporation, leaving the XOMA holding company as a wholly owned subsidiary of Ligand.

Under the merger agreement, each XOMA common share was automatically converted into the right to receive $39.00 per share in cash plus contingent value rights representing potential future cash payments. As of July 14, 2026, the reporting persons’ beneficial ownership fell to 0 shares, or 0% of the outstanding class, and they ceased to be beneficial owners of more than 5% of XOMA’s shares.

Key Figures

Cash consideration per share: $39.00 per Share Beneficial ownership: 0.00 shares Percent of class owned: 0% +4 more

7 metrics

Cash consideration per share $39.00 per Share Each XOMA common share converted into the right to receive this cash amount under the merger agreement

Beneficial ownership 0.00 shares Shares beneficially owned by each BVF reporting person after the merger

Percent of class owned 0% Percent of XOMA common stock class represented by the BVF reporting persons’ aggregate holdings

Merger closing date July 14, 2026 Date the merger between Flex Merger Sub, Inc. and XOMA Royalty Holdings Corporation was consummated

Merger agreement date April 27, 2026 Date of the original Agreement and Plan of Merger between XOMA and Ligand Pharmaceuticals Incorporated

Merger amendment date May 16, 2026 Date of Amendment No. 1 to the Agreement and Plan of Merger

Par value per share $0.0075 par value Par value of XOMA Royalty Corp common stock

Key Terms

Schedule 13D, beneficially own, contingent value rights, Holding Company Reorganization, +1 more

5 terms

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13D to report the acquisition"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficially own regulatory

"the Reporting Persons no longer beneficially own any Shares"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

contingent value rights financial

"an amount of contingent value rights representing a right to receive potential cash payments"

Contingent value rights are special financial instruments that give their holder the potential to receive additional payments if certain future events or conditions happen, such as the achievement of specific business milestones. They are like a promise of extra rewards that depend on how well a project or company performs later on. Investors care about them because they offer a chance for extra gains but also carry uncertainty, as the extra payments are not guaranteed.

Holding Company Reorganization regulatory

"the Issuer effected the Holding Company Reorganization (as defined in the Merger Agreement)"

Agreement and Plan of Merger regulatory

"in accordance with the terms of that certain Agreement and Plan of Merger, dated April 27, 2026"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does this Schedule 13D/A filing mean for XOMA (XOMA)?

The filing shows that funds managed by BVF Partners L.P. no longer beneficially own any XOMA shares. This follows completion of a merger in which each XOMA share was converted into $39.00 in cash plus contingent value rights.

What consideration did XOMA (XOMA) shareholders receive in the Ligand merger?

Each XOMA common share was converted into the right to receive $39.00 per share in cash plus an amount of contingent value rights. These rights represent the potential to receive additional future cash payments under terms defined in the merger agreement.

When did BVF cease to be a 5% shareholder of XOMA (XOMA)?

BVF and its affiliated funds ceased to be beneficial owners of more than 5% of XOMA’s outstanding shares as of July 14, 2026. That date corresponds to the consummation of the merger between XOMA’s holding company and a Ligand subsidiary.

How many XOMA (XOMA) shares do the BVF entities now hold?

The reporting entities, including Biotechnology Value Fund and related BVF vehicles, report 0.00 shares beneficially owned. Their reported voting and dispositive power is zero, reflecting full exit from their prior XOMA position.

Who acquired XOMA Royalty Corp (XOMA) according to this filing?

XOMA became a wholly owned subsidiary of Ligand Pharmaceuticals Incorporated. A Ligand subsidiary, Flex Merger Sub, Inc., merged with XOMA Royalty Holdings Corporation, and XOMA effected a Holding Company Reorganization in connection with the transaction.

Did BVF trade XOMA (XOMA) shares in the 60 days before the merger?

The reporting persons state that, except for the merger-related transactions, they did not enter into any transactions in XOMA securities during the 60 days prior to the event date covered by this amendment.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 15)

XOMA Royalty Corp

(Name of Issuer)

Common Stock, $0.0075 par value

(Title of Class of Securities)

98419J206

(CUSIP Number)

JAMES KRATKY
BVF PARTNERS L.P., 44 Montgomery St., 40th Floor
San Francisco, CA, 94104
415-525-8830

KENNETH A. SCHLESINGER, ESQ.
OLSHAN FROME WOLOSKY LLP, 1325 Avenue of the Americas
New York, NY, 10019
212-451-2300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/14/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 98419J206

1

Name of reporting person

BIOTECHNOLOGY VALUE FUND L P

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 98419J206

1

Name of reporting person

BVF I GP LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 98419J206

1

Name of reporting person

BIOTECHNOLOGY VALUE FUND II LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 98419J206

1

Name of reporting person

BVF II GP LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 98419J206

1

Name of reporting person

Biotechnology Value Trading Fund OS LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 98419J206

1

Name of reporting person

BVF Partners OS Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s): 98419J206

1

Name of reporting person

BVF GP HOLDINGS LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 98419J206

1

Name of reporting person

BVF PARTNERS L P/IL

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13D

CUSIP Number(s): 98419J206

1

Name of reporting person

BVF INC/IL

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s): 98419J206

1

Name of reporting person

LAMPERT MARK N

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.0075 par value
(b)	Name of Issuer: XOMA Royalty Corp
(c)	Address of Issuer's Principal Executive Offices: 2200 POWELL STREET, SUITE 310, EMERYVILLE, CALIFORNIA , 94608.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby amended and restated to read as follows: As described in Items 4 and 5 below, the Reporting Persons no longer beneficially own any Shares.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended to add the following: On July 14, 2026, the Issuer consummated the Merger with Ligand Pharmaceuticals Incorporated ("Parent") in accordance with the terms of that certain Agreement and Plan of Merger, dated April 27, 2026, as amended by Amendment No. 1 to the Agreement and Plan of Merger on May 16, 2026 (as amended, the "Merger Agreement"). Pursuant to the Merger Agreement, Flex Merger Sub, Inc., a wholly owned subsidiary of Parent merged with and into XOMA Royalty Holdings Corporation ("HoldCo") (the "Merger"), with HoldCo surviving the Merger as a wholly owned subsidiary of Parent and the Issuer effected the Holding Company Reorganization (as defined in the Merger Agreement) and the Merger. Pursuant to the Merger Agreement and various other transactions, each Share was automatically converted into the right to receive (i) $39.00 per Share in cash, plus (ii) an amount of contingent value rights representing a right to receive potential cash payments. Accordingly, the Reporting Persons ceased to beneficially own any securities of the Issuer.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated to read as follows: As described in Item 4 above, the Reporting Persons no longer beneficially own any Shares.
(c)	Item 5(c) is hereby amended to add the following: Except as set forth in Item 4 above, the Reporting Persons have not entered into any transactions in the securities of the Issuer during the past 60 days.
(e)	Item 5(e) is hereby amended and restated to read as follows: As of July 14, 2026, the Reporting Persons ceased to be the beneficial owners of more than 5% of the outstanding Shares.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

BIOTECHNOLOGY VALUE FUND L P

Signature:	/s/ Mark N. Lampert
Name/Title:	Mark N. Lampert, Authorized Signatory
Date:	07/16/2026

BVF I GP LLC

Signature:	/s/ Mark N. Lampert
Name/Title:	Mark N. Lampert, Authorized Signatory
Date:	07/16/2026

BIOTECHNOLOGY VALUE FUND II LP

Signature:	/s/ Mark N. Lampert
Name/Title:	Mark N. Lampert, Authorized Signatory
Date:	07/16/2026

BVF II GP LLC

Signature:	/s/ Mark N. Lampert
Name/Title:	Mark N. Lampert, Authorized Signatory
Date:	07/16/2026

Biotechnology Value Trading Fund OS LP

Signature:	/s/ Mark N. Lampert
Name/Title:	Mark N. Lampert, Authorized Signatory
Date:	07/16/2026

BVF Partners OS Ltd.

Signature:	/s/ Mark N. Lampert
Name/Title:	Mark N. Lampert, Authorized Signatory
Date:	07/16/2026

BVF GP HOLDINGS LLC

Signature:	/s/ Mark N. Lampert
Name/Title:	Mark N. Lampert, Authorized Signatory
Date:	07/16/2026

BVF PARTNERS L P/IL

Signature:	/s/ Mark N. Lampert
Name/Title:	Mark N. Lampert, Authorized Signatory
Date:	07/16/2026

BVF INC/IL

Signature:	/s/ Mark N. Lampert
Name/Title:	Mark N. Lampert, Authorized Signatory
Date:	07/16/2026

LAMPERT MARK N

Signature:	/s/ Mark N. Lampert
Name/Title:	Mark N. Lampert
Date:	07/16/2026