• Live Feeds
    • Press Releases
    • Insider Trading
    • FDA Approvals
    • Analyst Ratings
    • Insider Trading
    • SEC filings
    • Market insights
  • Analyst Ratings
  • Alerts
  • Subscriptions
  • AI SuperconnectorNEW
  • Settings
  • RSS Feeds
Quantisnow Logo
  • Live Feeds
    • Press Releases
    • Insider Trading
    • FDA Approvals
    • Analyst Ratings
    • Insider Trading
    • SEC filings
    • Market insights
  • Analyst Ratings
  • Alerts
  • Subscriptions
  • AI SuperconnectorNEW
  • Settings
  • RSS Feeds
PublishGo to AppAI Superconnector
    Quantisnow Logo

    © 2025 quantisnow.com
    Democratizing insights since 2022

    Services
    Live news feedsRSS FeedsAlertsPublish with Us
    Company
    AboutQuantisnow PlusContactJobsAI superconnector for talent & startupsNEW
    Legal
    Terms of usePrivacy policyCookie policy

    SEC Form POS AM filed by HilleVax Inc.

    9/17/25 4:34:52 PM ET
    $HLVX
    Biotechnology: Biological Products (No Diagnostic Substances)
    Health Care
    Get the next $HLVX alert in real time by email
    POS AM 1 d72201dposam.htm POS AM POS AM

    As filed with the Securities and Exchange Commission on September 17, 2025

    Registration No. 333-271892

    Registration No. 333-278110

     

     
     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

     

    POST-EFFECTIVE AMENDMENT NO. 1 TO

    FORM S-3 REGISTRATION STATEMENT (REGISTRATION NO. 333-271892)

    FORM S-3 REGISTRATION STATEMENT (REGISTRATION NO. 333-278110)

    UNDER

    THE SECURITIES ACT OF 1933

     

     

    HILLEVAX, INC.

    (Exact name of registrant as specified in its charter)

     

     

     

    321 Harrison Avenue

    Boston, Massachusetts 02118

     

    Delaware   (617) 213-5054   85-0545060

    (State or other jurisdiction of

    incorporation or organization)

      (Address, including zip code, and telephone number, including area code, of the registrant’s principal executive offices)  

    (I.R.S. Employer

    Identification Number)

     

     

    Robert Hershberg, M.D., Ph.D.

    Chairman, President and Chief Executive Officer

    HilleVax, Inc.

    321 Harrison Avenue

    Boston, Massachusetts 02118

    (617) 213-5054

    (Name, address, including zip code, and telephone number, including area code, of agent for service)

     

     

    Copies to:

    Matthew T. Bush

    Daniel E. Rees

    Cheston J. Larson

    Latham & Watkins LLP

    200 Clarendon Street

    Boston, Massachusetts 02116

    (617) 948-6000

     

     

    Approximate date of commencement of proposed sale to the public: Not applicable. Removal from registration of securities that were not sold pursuant to the above referenced registration statement.

    If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐

    If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☐

    If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

    If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

    If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

    If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

    Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

     

    Large accelerated filer   ☐    Accelerated filer   ☐
    Non-accelerated filer   ☑    Smaller reporting company   ☑
         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 7(a)(2)(B) of the Securities Act. ☐

     

     
     


    DEREGISTRATION OF SECURITIES

    This Post-Effective Amendment (the “Post-Effective Amendment No. 1”) relates to the following registration statements on Form S-3 (the “Registration Statements”) filed with the Securities and Exchange Commission (the “SEC”) by HilleVax, Inc., a Delaware corporation (the “Registrant”):

     

      •  

    registration statement on Form S-3 (Registration No. 333-271892) filed with the SEC on May 12, 2023; and

     

      •  

    registration statement on Form S-3 (Registration No. 333-278110) filed with the SEC on March 20, 2024.

    The Registrant is filing this Post-Effective Amendment No. 1 to the Registration Statements to deregister all securities that remain unsold under the Registration Statements.

    On September 17, 2025, pursuant to the terms of an Agreement and Plan of Merger, dated as of August 4, 2025 (as it may be amended or supplemented, the “Merger Agreement”), by and among the Registrant, XOMA Royalty Corporation, a Nevada corporation (“Parent”), and XRA 4 Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Merger Sub merged with and into the Registrant, with the Registrant surviving the merger as a wholly owned subsidiary of Parent (the “Merger”).

    As a result of the Merger, the Registrant has terminated any and all offerings of its securities pursuant to the Registration Statements. In accordance with an undertaking made by the Registrant in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities registered under the Registration Statements that remain unissued at the termination of the offerings, the Registrant hereby removes from registration all securities registered but unsold under such Registration Statements, if any, as of the date hereof.


    SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statements on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wilmington, State of Delaware on September 17, 2025.

     

    HILLEVAX, INC.
    By:   /s/ Owen Hughes
      Owen Hughes
      President, Treasurer and Secretary
    Get the next $HLVX alert in real time by email

    Crush Q3 2025 with the Best AI Superconnector

    Stay ahead of the competition with Standout.work - your AI-powered talent-to-startup matching platform.

    AI-Powered Inbox
    Context-aware email replies
    Strategic Decision Support
    Get Started with Standout.work

    Recent Analyst Ratings for
    $HLVX

    DatePrice TargetRatingAnalyst
    7/9/2024$28.00 → $2.00Outperform → Market Perform
    Leerink Partners
    7/9/2024$34.00 → $3.00Buy → Hold
    Stifel
    7/9/2024$28.00 → $2.00Buy → Neutral
    H.C. Wainwright
    7/8/2024Buy → Neutral
    Guggenheim
    7/8/2024$24.00 → $5.00Overweight → Neutral
    JP Morgan
    12/13/2023$28.00Buy
    H.C. Wainwright
    More analyst ratings

    $HLVX
    Analyst Ratings

    Analyst ratings in real time. Analyst ratings have a very high impact on the underlying stock. See them live in this feed.

    View All

    HilleVax downgraded by Leerink Partners with a new price target

    Leerink Partners downgraded HilleVax from Outperform to Market Perform and set a new price target of $2.00 from $28.00 previously

    7/9/24 9:48:14 AM ET
    $HLVX
    Biotechnology: Biological Products (No Diagnostic Substances)
    Health Care

    HilleVax downgraded by Stifel with a new price target

    Stifel downgraded HilleVax from Buy to Hold and set a new price target of $3.00 from $34.00 previously

    7/9/24 7:46:22 AM ET
    $HLVX
    Biotechnology: Biological Products (No Diagnostic Substances)
    Health Care

    HilleVax downgraded by H.C. Wainwright with a new price target

    H.C. Wainwright downgraded HilleVax from Buy to Neutral and set a new price target of $2.00 from $28.00 previously

    7/9/24 7:46:01 AM ET
    $HLVX
    Biotechnology: Biological Products (No Diagnostic Substances)
    Health Care

    $HLVX
    SEC Filings

    View All

    SEC Form 15-12G filed by HilleVax Inc.

    15-12G - HilleVax, Inc. (0001888012) (Filer)

    9/29/25 6:10:34 AM ET
    $HLVX
    Biotechnology: Biological Products (No Diagnostic Substances)
    Health Care

    SEC Form EFFECT filed by HilleVax Inc.

    EFFECT - HilleVax, Inc. (0001888012) (Filer)

    9/23/25 12:15:10 AM ET
    $HLVX
    Biotechnology: Biological Products (No Diagnostic Substances)
    Health Care

    SEC Form EFFECT filed by HilleVax Inc.

    EFFECT - HilleVax, Inc. (0001888012) (Filer)

    9/23/25 12:15:06 AM ET
    $HLVX
    Biotechnology: Biological Products (No Diagnostic Substances)
    Health Care

    $HLVX
    Insider Trading

    Insider transactions reveal critical sentiment about the company from key stakeholders. See them live in this feed.

    View All

    SEC Form 4 filed by Large owner Takeda Pharmaceutical Co Ltd

    4 - HilleVax, Inc. (0001888012) (Issuer)

    9/19/25 7:23:13 AM ET
    $HLVX
    Biotechnology: Biological Products (No Diagnostic Substances)
    Health Care

    SEC Form 4 filed by Large owner Frazier Life Sciences X, L.P.

    4 - HilleVax, Inc. (0001888012) (Issuer)

    9/17/25 5:20:18 PM ET
    $HLVX
    Biotechnology: Biological Products (No Diagnostic Substances)
    Health Care

    Director Cocero Nanette closing all direct ownership in the company (SEC Form 4)

    4 - HilleVax, Inc. (0001888012) (Issuer)

    9/17/25 4:30:15 PM ET
    $HLVX
    Biotechnology: Biological Products (No Diagnostic Substances)
    Health Care

    $HLVX
    Press Releases

    Fastest customizable press release news feed in the world

    View All

    XOMA Royalty Announces Closing of Tender Offer for HilleVax, Inc.

    EMERYVILLE, Calif., Sept. 17, 2025 (GLOBE NEWSWIRE) -- XOMA Royalty Corporation (NASDAQ:XOMA) ("XOMA Royalty" or the "Company"), a biotechnology royalty aggregator playing a distinctive role in helping biotech companies achieve their goal of improving human health, today announced the Company has successfully completed its previously announced tender offer to acquire all outstanding shares of HilleVax, Inc. (NASDAQ:HLVX) ("HilleVax") common stock for a price per share of $1.95 in cash (the "Cash Amount"), plus one non-tradeable contingent value right ("CVR" and together with the Cash Amount, the "Offer Price"). The tender offer and related withdrawal rights expired one minute after 11:59

    9/17/25 9:00:00 AM ET
    $HLVX
    $XOMA
    Biotechnology: Biological Products (No Diagnostic Substances)
    Health Care
    Biotechnology: Pharmaceutical Preparations

    HilleVax Reports Second Quarter 2025 Financial Results

    BOSTON, Aug. 06, 2025 (GLOBE NEWSWIRE) -- HilleVax, Inc. (NASDAQ:HLVX), a clinical-stage biopharmaceutical company focused on developing and commercializing novel vaccines, today reported financial results for the quarter ended June 30, 2025. Second Quarter Financial Results As of June 30, 2025 and December 31, 2024, the company had cash, cash equivalents and marketable securities totaling $159.5 million and $171.4 million, respectively. Research and development expenses were $3.3 million, compared to $52.6 million for the six months ended June 30, 2025 and 2024. The decrease was primarily due to lower clinical development costs. General and administrative expenses were $11.3 million,

    8/6/25 4:05:00 PM ET
    $HLVX
    Biotechnology: Biological Products (No Diagnostic Substances)
    Health Care

    HilleVax Enters into a Definitive Agreement to be Acquired by XOMA Royalty for $1.95 in Cash per Share Plus a Contingent Value Right

    BOSTON and EMERYVILLE, Calif., Aug. 04, 2025 (GLOBE NEWSWIRE) -- HilleVax, Inc. ("HilleVax" or "the Company") (NASDAQ:HLVX) and XOMA Royalty Corporation ("XOMA Royalty") (NASDAQ:XOMA) announced today they have entered into a definitive merger agreement (the "Merger Agreement"), whereby XOMA Royalty will acquire all of the issued and outstanding common shares of HilleVax.   Under the terms of the Merger Agreement, HilleVax stockholders will receive $1.95 in cash per share of HilleVax common stock at the closing of the merger, plus one non-transferable contingent value right ("CVR"), which represents the right to receive potential payments following the closing of a pro rata portion of:

    8/4/25 7:00:00 AM ET
    $HLVX
    $XOMA
    Biotechnology: Biological Products (No Diagnostic Substances)
    Health Care
    Biotechnology: Pharmaceutical Preparations

    $HLVX
    Insider Purchases

    Insider purchases reveal critical bullish sentiment about the company from key stakeholders. See them live in this feed.

    View All

    Frazier Life Sciences X, L.P. bought $128,325 worth of shares (8,850 units at $14.50) (SEC Form 4)

    4 - HilleVax, Inc. (0001888012) (Issuer)

    4/8/24 4:22:13 PM ET
    $HLVX
    Biotechnology: Biological Products (No Diagnostic Substances)
    Health Care

    Mcloughlin Sean bought $21,225 worth of shares (1,250 units at $16.98) (SEC Form 4)

    4 - HilleVax, Inc. (0001888012) (Issuer)

    4/1/24 4:08:42 PM ET
    $HLVX
    Biotechnology: Biological Products (No Diagnostic Substances)
    Health Care

    $HLVX
    Leadership Updates

    Live Leadership Updates

    View All

    Frazier Life Sciences Appoints Aditya Kohli to Partner

    Frazier Life Sciences (FLS), a longstanding investment firm focused on innovative therapeutics, today announced the appointment of Aditya Kohli, Ph.D., to Partner. Since joining FLS in 2016, Dr. Kohli has played a foundational role in company creation, co-founding six life sciences companies, including HilleVax (NASDAQ:HLVX, IPO in 2022)), Phathom Pharmaceuticals (NASDAQ:PHAT, IPO in 2019)), and Scout Bio (acquired by Ceva Santé Animale). He previously acted as Chief Business Officer at Phathom, Chief Operating Officer at HilleVax, and served on the Board of Scout Bio. He currently serves on the Board of HilleVax. "Aditya has been a valued member of the FLS team, and we are thrilled to se

    4/17/25 8:00:00 AM ET
    $HLVX
    $PHAT
    Biotechnology: Biological Products (No Diagnostic Substances)
    Health Care
    Biotechnology: Pharmaceutical Preparations

    HilleVax Reports First Quarter 2024 Financial Results and Highlights Recent Company Progress

    Topline data from NEST-IN1 Phase 2B clinical study of HIL-214 in infants expected in mid-2024 $272.7 million of cash, cash equivalents and marketable securities as of March 31, 2024 BOSTON, May 09, 2024 (GLOBE NEWSWIRE) -- HilleVax, Inc. (NASDAQ:HLVX), a clinical-stage biopharmaceutical company focused on developing and commercializing novel vaccines, today reported financial results for the quarter ended March 31, 2024, highlighted recent progress and outlined key upcoming milestones for HIL-214, the company's investigational virus-like particle (VLP) based vaccine for the prevention of moderate-to-severe norovirus-related acute gastroenteritis. "We are excited to remain on track to r

    5/9/24 4:05:00 PM ET
    $HLVX
    Biotechnology: Biological Products (No Diagnostic Substances)
    Health Care

    HilleVax Announces Executive Management Appointment of Sean McLoughlin as Chief Operating Officer

    BOSTON, Jan. 18, 2024 (GLOBE NEWSWIRE) -- HilleVax, Inc. (NASDAQ:HLVX), a clinical-stage biopharmaceutical company focused on developing and commercializing novel vaccines, today announced the appointment of Sean McLoughlin as Chief Operating Officer. As part of a planned transition in connection with Mr. McLoughlin's appointment, Co-founder and current Chief Operating Officer Dr. Aditya Kohli will remain a full-time executive with the company as Chief Business Officer, where he will be responsible for business development and corporate strategy.  Mr. McLoughlin has three decades of commercial and operational experience in vaccines, most recently as the Global Vaccine Commercialization Le

    1/18/24 7:00:00 AM ET
    $HLVX
    Biotechnology: Biological Products (No Diagnostic Substances)
    Health Care

    $HLVX
    Financials

    Live finance-specific insights

    View All

    HilleVax Enters into a Definitive Agreement to be Acquired by XOMA Royalty for $1.95 in Cash per Share Plus a Contingent Value Right

    BOSTON and EMERYVILLE, Calif., Aug. 04, 2025 (GLOBE NEWSWIRE) -- HilleVax, Inc. ("HilleVax" or "the Company") (NASDAQ:HLVX) and XOMA Royalty Corporation ("XOMA Royalty") (NASDAQ:XOMA) announced today they have entered into a definitive merger agreement (the "Merger Agreement"), whereby XOMA Royalty will acquire all of the issued and outstanding common shares of HilleVax.   Under the terms of the Merger Agreement, HilleVax stockholders will receive $1.95 in cash per share of HilleVax common stock at the closing of the merger, plus one non-transferable contingent value right ("CVR"), which represents the right to receive potential payments following the closing of a pro rata portion of:

    8/4/25 7:00:00 AM ET
    $HLVX
    $XOMA
    Biotechnology: Biological Products (No Diagnostic Substances)
    Health Care
    Biotechnology: Pharmaceutical Preparations

    HilleVax to Participate in J.P. Morgan Biotech – 2022 Conference Call Series

    BOSTON, Sept. 01, 2022 (GLOBE NEWSWIRE) -- HilleVax, Inc. (NASDAQ:HLVX), a clinical-stage biopharmaceutical company focused on developing and commercializing novel vaccines, today announced that it will participate in the J.P Morgan Biotech – 2022 Conference Call Series. HIL-214, HilleVax's investigational virus-like particle (VLP) based vaccine for the prevention of moderate-to-severe norovirus-related acute gastroenteritis, and the related ongoing Phase 2b study NEST-IN1 will be topics of discussion. Fireside chat details:Date:  Tuesday, September 6, 2022Time:  1:00 – 2:00 p.m. Eastern Daylight Time (EDT)Moderator:  Eric Joseph, Ph.D.HilleVax Participant:  Robert Hershberg, M.D., Ph.D.,

    9/1/22 5:18:14 PM ET
    $HLVX
    Biotechnology: Biological Products (No Diagnostic Substances)
    Health Care

    $HLVX
    Large Ownership Changes

    This live feed shows all institutional transactions in real time.

    View All

    Amendment: SEC Form SC 13G/A filed by HilleVax Inc.

    SC 13G/A - HilleVax, Inc. (0001888012) (Subject)

    11/14/24 9:36:33 AM ET
    $HLVX
    Biotechnology: Biological Products (No Diagnostic Substances)
    Health Care

    Amendment: SEC Form SC 13G/A filed by HilleVax Inc.

    SC 13G/A - HilleVax, Inc. (0001888012) (Subject)

    11/14/24 9:00:08 AM ET
    $HLVX
    Biotechnology: Biological Products (No Diagnostic Substances)
    Health Care

    SEC Form SC 13G filed by HilleVax Inc.

    SC 13G - HilleVax, Inc. (0001888012) (Subject)

    7/22/24 9:02:05 PM ET
    $HLVX
    Biotechnology: Biological Products (No Diagnostic Substances)
    Health Care