UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
On December 2, 2024, XOMA Royalty Corporation (the “Company”) announced that it entered into an Agreement and Plan of Merger (the “Agreement”) with Pulmokine, Inc. (the “Target”) and XRA 2 Corp. (“Sub”), a wholly owned subsidiary of the Company, pursuant to which the Company acquired the Target for a $20 million cash payment at closing. In addition, the Company will pay success-based consideration contingent on future development and commercial events to Target stockholders. The Company’s net royalties will range from the low to mid-single digits on commercial sales; additionally, the Company will retain up to $25 million of future milestone payments related to seralutinib, a Phase 3 asset. At the Closing, Sub merged with and into the Target, with the Target surviving as a wholly owned subsidiary of the Company. The Agreement contains customary representations, warranties and covenants of each party.
A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Number | Description of Document | |
| 99.1 | Press release, dated December 2, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| XOMA CORPORATION | ||||||
| Date: December 2, 2024 | By: | /s/ Thomas Burns | ||||
| Thomas Burns | ||||||
| Senior Vice President, Finance and Chief Financial Officer | ||||||