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    SEC Form 8-K filed by XOMA Royalty Corporation

    10/22/24 8:16:02 AM ET
    $XOMA
    Biotechnology: Pharmaceutical Preparations
    Health Care
    Get the next $XOMA alert in real time by email
    8-K
    XOMA Royalty Corp DE false 0000791908 0000791908 2024-10-21 2024-10-21 0000791908 us-gaap:CommonStockMember 2024-10-21 2024-10-21 0000791908 xoma:M8.625SeriesACumulativePerpetualPreferredStockParValue0.05PerShareMember 2024-10-21 2024-10-21 0000791908 xoma:DepositarySharesEachRepresenting11000thInterestInAShareOf8.375SeriesBCumulativePerpetualPreferredStockParValue0.05PerShareMember 2024-10-21 2024-10-21

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

     

    FORM 8-K

     

     

    CURRENT REPORT

    Pursuant to Section 13 or 15(d)

    of the Securities Exchange Act of 1934

    Date of Report (Date of earliest event Reported): October 21, 2024

     

     

    XOMA ROYALTY CORPORATION

    (Exact Name of Registrant as Specified in Charter)

     

     

     

    DELAWARE   001-39801   52-2154066
    (State or Other Jurisdiction
    of Incorporation)
      (Commission
    File Number)
      (I.R.S. Employer
    Identification Number)

    2200 Powell Street, Suite 310, Emeryville, California 94608

    (Address of Principal Executive Offices) (Zip Code)

    (510) 204-7200

    (Registrant’s telephone number, including area code)

     

    (Former name or former address, if changed since last report)

     

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     

    ☐

    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     

    ☐

    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     

    ☐

    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     

    ☐

    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of each class:

     

    Trading

    symbol(s):

     

    Name of each exchange
    on which registered:

    Common Stock, $0.0075 par value   XOMA   The Nasdaq Global Market
    8.625% Series A Cumulative Perpetual Preferred Stock, par value $0.05 per share   XOMAP   The Nasdaq Global Market
    Depositary Shares (each representing 1/1000th interest in a share of 8.375% Series B Cumulative Perpetual Preferred Stock, par value $0.05 per share)   XOMAO   The Nasdaq Global Market

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

    Emerging growth company ☐

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

     

     

     


    Item 8.01

    Other Events.

    On October 21, 2024, XOMA Royalty Corporation (“XOMA”), through its wholly-owned subsidiary, XOMA (US) LLC (the “Company”), entered into a Royalty Purchase Agreement with Twist Bioscience Corporation (“Twist”) (the “Purchase Agreement”).

    Pursuant to the terms of the Purchase Agreement, the Company paid $15,000,000 in cash to Twist in consideration for the sale of 50% of certain amounts payable to Twist, including licensing revenue, sublicensing income, milestone payments, and royalty payments, under Twist’s biopharma services agreements.

    The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Purchase Agreement.

    On October 22, 2024, XOMA issued a press release announcing the transactions described herein, a copy of which is attached hereto as Exhibit 99.1.

     

    Item 9.01.

    Financial Statements and Exhibits.

    (d) Exhibits.

     

    Exhibit

     No. 

      

    Description

    99.1    Press Release, dated October 22, 2024
    104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

     

     

    -2-


    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 ROYALTY CORPORATION
    Date: October 22, 2024     By:  

    /s/ THOMAS BURNS

          Thomas Burns
          Senior Vice President, Finance and Chief Financial Officer

     

    -3-

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