M&A - XOMA Royalty Corp

Form Type: 8-K/A

Filing Date: 2025-02-11

Corporate Action: Acquisition

Type: Update

Accession Number: 000119312525024024

Filing Summary: On February 11, 2025, XOMA Royalty Corporation filed an amendment to its previous Form 8-K originally filed on December 2, 2024. The amendment provides additional details regarding the acquisition of Pulmokine, Inc., completed as of November 26, 2024. The acquisition was executed under an Agreement and Plan of Merger with a total cash payment of $20 million at closing. This amendment includes the required historical financial statements for Pulmokine and pro forma financial information, which were not included in the original filing. The financial statements comprise audited financial statements for the year ended December 31, 2023, and unaudited financial statements for the nine months ended September 30, 2024, both attached as exhibits. Additionally, pro forma financial data is provided, detailing the combined financial performance of XOMA Royalty Corporation and Pulmokine post-acquisition.

Form Type: 8-K

Filing Date: 2024-12-02

Corporate Action: Acquisition

Type: New

Accession Number: 000119312524268497

Filing Summary: On December 2, 2024, XOMA Royalty Corporation announced that it entered into an Agreement and Plan of Merger with Pulmokine, Inc. and XRA 2 Corp., a wholly owned subsidiary of XOMA. XOMA acquired Pulmokine for a cash payment of $20 million at closing, along with future success-based payments contingent on subsequent developments and commercial milestones. XOMA will receive net royalties ranging from the low to mid-single digits on commercial sales and retain up to $25 million of future milestone payments related to the Phase 3 asset seralutinib. At the closing, the subsidiary merged with Pulmokine, making it a wholly owned subsidiary of XOMA. The agreement included customary representations, warranties, and covenants from each party.