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BVF group backs XOMA Royalty Corp (XOMA) merger with 21.4% locked-up stake

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

BVF-managed funds updated their ownership and support for XOMA Royalty Corp amid its planned merger with Ligand Pharmaceuticals. BVF and affiliated entities report beneficial ownership of 2,590,303 XOMA common shares, representing about 21.4% of the 12,129,405 shares outstanding as of April 23, 2026.

Certain BVF reporting persons signed a Voting and Support Agreement to vote their shares in favor of the merger and related transactions, appointing Ligand as proxy and agreeing not to sell or transfer their shares or assert appraisal rights during the agreement’s term. They also hold 5,003 shares of Series X Preferred Stock, convertible into 5,003,000 common shares, currently constrained by a 19.99% beneficial ownership cap that they plan to seek to increase to 45% to allow full conversion and voting for stockholder approval.

Positive

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Negative

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Insights

BVF reaffirms a large, locked-up stake supporting XOMA’s merger with Ligand.

BVF and related entities disclose beneficial ownership of 2,590,303 XOMA shares, or about 21.4% of outstanding common stock. This sizable position, plus Series X Preferred Stock convertible into 5,003,000 shares, gives BVF meaningful influence on the merger outcome.

Certain BVF entities agreed to a Voting and Support Agreement, committing to vote in favor of the merger, appointing Ligand as proxy, and restricting transfers and appraisal rights. They intend to raise the Series X Beneficial Ownership Limitation from 19.99% to 45% to convert all preferred shares and vote the resulting common stock, which materially aligns their stake with closing the transaction.

Outstanding common shares 12,129,405 shares Shares outstanding as of April 23, 2026
BVF & affiliates common stake 2,590,303 shares Beneficial ownership, about 21.4% of outstanding
BVF common shares (Fund I) 1,322,758 shares BVF beneficial ownership, about 10.9% of class
BVF2 common shares (Fund II) 1,267,545 shares BVF2 beneficial ownership, about 10.5% of class
Series X Preferred held 5,003 shares Convertible into 5,003,000 common shares
Conversion ratio 1,000 common shares/share Each Series X Preferred share’s conversion rate
Current ownership cap 19.99% Series X Beneficial Ownership Limitation before requested increase
Target ownership cap 45% Requested new Series X Beneficial Ownership Limitation
Agreement and Plan of Merger regulatory
"the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement")"
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.
Voting and Support Agreement regulatory
"entered into a Voting and Support Agreement (the "Support Agreement") with Parent"
A voting and support agreement is a contract in which certain shareholders promise to vote their shares a specific way and back particular corporate actions, such as a sale, merger, or management proposal. It matters to investors because it creates predictability about the outcome of important votes—similar to a small group agreeing in advance to vote the same way—so it can lock in control, affect deal certainty and influence a stock’s market reaction.
Series X Preferred Stock financial
"5,003 shares of Series X Preferred Stock, convertible into an aggregate of 5,003,000 Shares"
Beneficial Ownership Limitation regulatory
"the "Series X Beneficial Ownership Limitation""
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
Attribution Parties regulatory
"together with their Attribution Parties (as defined in the Series X Preferred Stock Certificate"
appraisal rights regulatory
"agreed not to assert any appraisal rights with respect to the Merger"
A legal right that lets shareholders who dislike the price or terms of a buyout, merger or other major corporate change ask for an independent determination of the fair value of their shares instead of accepting the deal price. Think of it like asking a neutral referee to set the payout if you believe the offered price is too low. For investors, appraisal rights can provide a way to recover a higher cash value but can be slow, costly and create uncertainty around deal outcomes.





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)
04/27/2026

(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).




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SCHEDULE 13D






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SCHEDULE 13D


BIOTECHNOLOGY VALUE FUND L P
Signature:/s/ Mark N. Lampert
Name/Title:Mark N. Lampert, Authorized Signatory
Date:04/29/2026
BVF I GP LLC
Signature:/s/ Mark N. Lampert
Name/Title:Mark N. Lampert, Authorized Signatory
Date:04/29/2026
BIOTECHNOLOGY VALUE FUND II LP
Signature:/s/ Mark N. Lampert
Name/Title:Mark N. Lampert, Authorized Signatory
Date:04/29/2026
BVF II GP LLC
Signature:/s/ Mark N. Lampert
Name/Title:Mark N. Lampert, Authorized Signatory
Date:04/29/2026
Biotechnology Value Trading Fund OS LP
Signature:/s/ Mark N. Lampert
Name/Title:Mark N. Lampert, Authorized Signatory
Date:04/29/2026
BVF Partners OS Ltd.
Signature:/s/ Mark N. Lampert
Name/Title:Mark N. Lampert, Authorized Signatory
Date:04/29/2026
BVF GP HOLDINGS LLC
Signature:/s/ Mark N. Lampert
Name/Title:Mark N. Lampert, Authorized Signatory
Date:04/29/2026
BVF PARTNERS L P/IL
Signature:/s/ Mark N. Lampert
Name/Title:Mark N. Lampert, Authorized Signatory
Date:04/29/2026
BVF INC/IL
Signature:/s/ Mark N. Lampert
Name/Title:Mark N. Lampert, Authorized Signatory
Date:04/29/2026
LAMPERT MARK N
Signature:/s/ Mark N. Lampert
Name/Title:Mark N. Lampert
Date:04/29/2026

FAQ

How many XOMA Royalty Corp shares does BVF beneficially own according to this Schedule 13D/A?

BVF and affiliated entities report beneficial ownership of 2,590,303 XOMA common shares. This represents about 21.4% of the 12,129,405 shares outstanding as of April 23, 2026, giving BVF a significant minority stake in the company during the pending Ligand merger.

What is the relationship between XOMA Royalty Corp and Ligand Pharmaceuticals in this filing?

XOMA Royalty Corp entered into an Agreement and Plan of Merger with Ligand Pharmaceuticals and Flex Merger Sub, Inc. Under this deal, Merger Sub will merge into a holding company, which will survive as a wholly owned subsidiary of Ligand, as described in XOMA’s April 27, 2026 Form 8-K.

What is the Voting and Support Agreement BVF signed regarding XOMA (XOMA)?

Certain BVF reporting persons signed a Voting and Support Agreement with Ligand. They agreed to vote their XOMA shares in favor of the merger, not transfer or encumber those shares, not assert appraisal rights, and granted Ligand an irrevocable proxy to vote their shares during the agreement’s term.

How many Series X Preferred shares linked to XOMA does BVF hold and what can they convert into?

BVF and partners hold 5,003 shares of XOMA Series X Preferred Stock, convertible into 5,003,000 common shares. Each preferred share converts into 1,000 common shares, but conversion is currently limited by a 19.99% beneficial ownership cap that they plan to seek to increase to 45%.

What is the Series X Beneficial Ownership Limitation mentioned for XOMA Royalty Corp?

The Series X Beneficial Ownership Limitation restricts BVF and related accounts from converting Series X Preferred Stock if it would push their beneficial ownership above 19.99% of outstanding common shares. They plan to request increasing this cap to 45% and waiving the 61-day notice to convert all Series X shares.

Have BVF reporting persons traded XOMA Royalty Corp securities recently?

The filing states that the BVF reporting persons have not transacted in XOMA securities during the past sixty days. This means their disclosed ownership levels reflect holdings without recent purchases or sales in that lookback period, aside from the planned preferred stock conversion mechanics.