Amendment: SEC Form SCHEDULE 13D/A filed by HilleVax Inc.
$HLVX
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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HILLEVAX, INC. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
43157M102 (CUSIP Number) |
Paul Sundberg 1-1, Nihonbashi-Honcho 2-Chome Chuo-Ku, Tokyo, M0, 103-8668 81-3-3278-2111 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/17/2025 (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).
SCHEDULE 13D
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| CUSIP No. | 43157M102 |
| 1 |
Name of reporting person
Takeda Pharmaceutical Company Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 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)
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| 6 | Citizenship or place of organization
JAPAN
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 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)
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| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 43157M102 |
| 1 |
Name of reporting person
Takeda Vaccines Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 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)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 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)
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| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
HILLEVAX, INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
321 HARRISON AVE, SUITE 500, BOSTON,
MASSACHUSETTS
, 02118. | |
Item 1 Comment:
This Amendment No. 1 ("Amendment") to Schedule 13D (the "Statement") amends the Statement originally filed with the U.S. Securities and Exchange Commission (the "SEC") on May 9, 2022, with respect to the common stock, par value $0.0001 per share (the "Common Stock") per share of Hillevax, Inc., a Delaware corporation (the "Company"), whose principal executive offices are located at 321 Harrison Avenue, Boston, Massachusetts 02118. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Statement. Except as set forth below, all previous Items and disclosures set forth in the Statement remain unchanged. | ||
| Item 4. | Purpose of Transaction | |
The cash tender offer (the "Tender Offer") by XOMA Royalty Corporation, a Nevada corporation ("Parent") and XRA 4 Corp., a Delaware corporation ("Merger Sub") and a wholly owned subsidiary of Parent, to purchase all of the outstanding shares of the Common Stock (collectively, the "Shares" and each, a "Share") at an offer price of (i) $1.95 per Share and (ii) one non- transferable contractual contingent value right ( "CVR"), expired as scheduled at one minute after 11:59 p.m., Eastern Time, on September 15, 2025 (the "Expiration Time") and closing of the Tender Offer was announced September 17, 2025. As all conditions to the Tender Offer were satisfied or waived, on September 15, 2025, Parent irrevocably accepted for payment all Shares validly tendered into and not validly withdrawn from the Tender Offer and paid for all such Shares in accordance with the Tender Offer.
On September 17, 2025, following the consummation of the Tender Offer, upon the terms and conditions set forth in the Agreement and Plan of Merger, dated as of August 4, 2025, the Company filed a Certificate of Merger with the Secretary of State of the State of Delaware, pursuant to which the merger (the "Merger") became effective. In the Merger, Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation (the "Surviving Corporation"). As a result of the Merger, the Company ceased to be a publicly traded company and became a privately held company and a subsidiary of Parent.
At the effective time of the Merger (the "Effective Time"), all 6,724,000 Shares held by the Reporting Persons and each other Share issued and outstanding immediately prior to the Effective Time was converted into the right to receive (i) an amount in cash equal to $1.95 per Share, without interest, and subject to deduction for any required tax withholding and (ii) one CVR.
As a result of the Merger, the Common Stock will no longer be listed on any securities exchange or quotation system, including the Nasdaq Global Select Market ("Nasdaq") and the Company will cease to be a publicly traded company. On September 17, 2025 Hillevax requested that Nasdaq file an application on Form 25 with the SEC to withdraw registration of the Common Stock under the Securities Exchange Act of 1934 (the "Exchange Act"). The deregistration will become effective 90 days after the filing of Form 25, or such shorter period as may be determined by the SEC. The Company intends to suspend its reporting obligations under the Exchange Act by filing a Form 15 with the SEC in approximately 10 days following the filing of the Form 25. The Company's reporting obligations under the Exchange Act will be suspended immediately as of the filing date of the Form 15.
The consummation of the Merger and the other transactions described in this Item 4 have resulted or will result in a number of the actions specified in clauses (a)-(j) of Item 4 of Schedule 13D with respect to the Company, including the acquisition or disposition of securities of the Company, a merger or other extraordinary transaction involving the Company, a change to the board of directors of the Company (as the surviving corporation), causing a class of securities of the Company to be delisted from a national securities exchange, a class of equity securities of the Company becoming eligible for termination of registration and a change in the Company's articles of incorporation and bylaws. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As of the date of this Amendment, the Reporting Persons do not beneficially own any Common Stock. | |
| (b) | As of the date of this Amendment, the Reporting Persons do not beneficially own any Common Stock. | |
| (c) | Except as set forth herein, the Reporting Persons have not effected any transaction in shares of Common Stock in the past 60 days. | |
| (d) | Not applicable. | |
| (e) | At the Expiration Time, each of the Reporting Persons ceased to be the beneficial owner of more than 5% of the Common Stock. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information disclosed under Item 4 of this Amendment is hereby incorporated by reference into this Item 6. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 1: Joint Filing Agreement, Exhibit 1.A: Schedule A | ||
| 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.
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