XOMA: 15-12G · other
XOMA Royalty LLC has filed a Form 15-12G to terminate the registration of its Common Stock, 8.625% Series A Cumulative Perpetual Preferred Stock, and 8.375% Series B Cumulative Perpetual Preferred Stock Depositary Shares. The filing relies on Rule 12g-4(a)(1) and Rule 12h-3(b)(1)(i), citing that the company no longer meets the threshold of record holders required to maintain public reporting obligations. The filing discloses that there is approximately one holder of record for the affected securities as of the certification date. This reduction in shareholders to a single holder typically indicates that a squeeze-out merger or going-private transaction has been completed, concentrating full ownership within a single entity. Consequently, the company is suspending its duty to file reports under Sections 13 and 15(d) of the Securities Exchange Act of 1934. This action eliminates the requirement to submit periodic reports such as 10-K and 10-Q forms, effectively removing the transparency and liquidity protections associated with public markets.
XOMA Royalty Announces Closing of Its Acquisition by Ligand
Ligand Pharmaceuticals has completed its acquisition of XOMA Royalty Corporation, paying $39.00 in cash per share for all outstanding shares. XOMA stockholders also received a Contingent Value Right (CVR) representing 75% of net proceeds from certain pending litigation at XOMA. As a result of the transaction closing, XOMA Royalty's common stock has ceased trading on the Nasdaq stock exchange.
Ligand Completes Acquisition of XOMA Royalty, Creating a Portfolio of More than 200 Biopharmaceutical Royalty Assets
XOMA Royalty Corporation Declares Quarterly Preferred Stock Dividend and Announces Redemption of Its Perpetual Preferred Stock and CVR Dividend Record Date
XOMA Royalty declared quarterly dividends of $0.53906 for Series A preferred shares and $0.52344 for Series B depositary shares, payable July 15, 2026. The company will redeem all outstanding preferred stock on July 14, 2026, at $25.00 per share, ceasing dividend accruals thereafter. This redemption and the setting of a July 13, 2026 record date for Contingent Value Rights (CVRs) are procedural steps in the pending merger with Ligand Pharmaceuticals.
Are AVNS, NUVL, XOMA, TBRG Obtaining Fair Deals for their Shareholders?
Halper Sadeh LLC issued a shareholder-solicitation notice naming AVNS, NUVL, XOMA, and TBRG; no new disclosure from the companies themselves. The release is a routine lead-plaintiff-deadline reminder soliciting investors with losses to contact the firm on a contingency basis. This is law-firm marketing, not an issuer disclosure or a court action; treat as low-signal noise.
XOMA: DEFM14A · acquisition merger
XOMA Royalty Corporation has entered into a definitive merger agreement to be acquired by Ligand Pharmaceuticals Incorporated. The transaction involves a holding company reorganization followed by a merger, with XOMA Royalty stockholders receiving $39.00 per share in cash plus one contingent value right (CVR) per share. The CVRs represent a contractual right to receive contingent cash payments from the net proceeds of pending litigation against Janssen Biotech, Inc. regarding the use of XOMA Royalty’s Bacterial Cell Expression Technology in the development of Tremfya. The CVRs are non-transferable, will not be listed, and may have no value if the litigation does not result in a recovery. The XOMA Royalty Board recommends that stockholders vote FOR the merger agreement and the holding company reorganization. A special meeting of stockholders is scheduled for July 13, 2026, to approve the proposals. As of the record date, supporting stockholders, including funds affiliated with BVF Partners, hold approximately 44.3% of the voting shares and have agreed to vote in favor of the transaction.
XOMA: 8-K · proxy statement
XOMA Royalty Corporation held its 2026 Annual Meeting of Stockholders on May 21, 2026, where all seven director nominees were elected and all proposals were approved. Shareholders approved an amendment to the 2010 Long Term Incentive Plan, adding 425,000 shares to the reserve and extending the term to 2036, as well as the new 2026 Employee Stock Purchase Plan with 500,000 shares authorized. The filing also confirms that the Board adopted amendments to the Company’s bylaws in connection with the previously disclosed merger agreement with Ligand Pharmaceuticals Incorporated. These bylaw changes include provisions regarding Nevada controlling interest statutes and establish exclusive forum provisions for corporate and securities law claims in Nevada and federal courts, respectively. Deloitte & Touche LLP was ratified as the independent auditor, and the compensation of named executive officers was approved on a non-binding advisory basis. The filing serves as a procedural record of the annual meeting outcomes and associated governance updates rather than a new material transaction announcement.
XOMA: 8-K · acquisition merger
XOMA Royalty Corporation filed an 8-K reporting an amendment to its previously disclosed merger agreement with Ligand Pharmaceuticals Incorporated. The amendment, dated May 16, 2026, formally adds XOMA Royalty Holdings Corporation (HoldCo) as a party to the agreement to facilitate a holding company reorganization. This structural change allows Merger Sub to merge with HoldCo, which will survive as a wholly-owned subsidiary of Ligand Pharmaceuticals. The filing confirms the transaction structure but does not disclose new financial terms or changes to the deal value originally announced in April 2026.
Are XOMA, OGN, VRE Obtaining Fair Deals for their Shareholders?
Halper Sadeh LLC issued a shareholder-solicitation notice naming Organon (OGN), XOMA, and Veris Residential (VRE); no new disclosure from the companies themselves. The release is a routine lead-plaintiff-deadline reminder soliciting investors with losses to contact the firm on a contingency basis regarding the proposed M&A transactions. This is law-firm marketing, not an issuer disclosure or a court action; treat as low-signal noise.
XOMA: 10-Q · periodic report
XOMA Royalty Corporation reported a net income of $4.465 million for the three months ended March 31, 2026, a decrease from $7.958 million in the same period of 2025. The decrease in net income is primarily due to a $3.594 million decline in total income and revenues, which fell from $15.912 million to $12.318 million. The company's cash position as of March 31, 2026, was $138.7 million, an increase from $133.710 million as of December 31, 2025. The company's total debt as of March 31, 2026, was $102.838 million, a decrease from $110.7 million as of December 31, 2025. The company's revenue from purchased receivables under the EIR method was $9.239 million, an increase from $6.070 million in the same period of 2025. The revenue from purchased receivables under the cost recovery method was $2.769 million, a decrease from $5.525 million in the same period of 2025. The company's revenue recognized under the units-of-revenue method was $310,000, a decrease from $317,000 in the same period of 2025. The company's operating expenses, including G&A, increased from $8.146 million to $11.857 million for the three months ended March 31, 2026. The company's R&D expenses decreased from $1.293 million to $49,000 for the same period. The company's stock repurchase program continued, with $336,803.70 million remaining for potential repurchases. The company entered into a definitive merger agreement with Ligand Pharmaceuticals Incorporated, under which Ligand will acquire XOMA for $39.00 per share of common stock in cash, plus one non-transferable CVR per share. The merger is subject to stockholder and regulatory approvals and is expected to close in the third quarter of 2026. If the merger is not completed, the company may need to raise additional capital to continue its operations and execute its operating plans.
Are SEM, XOMA, SLNO, KORE Obtaining Fair Deals for their Shareholders?
Halper Sadeh LLC, an investor rights law firm, is investigating potential violations of federal securities laws and breaches of fiduciary duties related to the sale of Select Medical Holdings Corporation (SEM) for $16.50 per share. The firm is also investigating the sale of XOMA Royalty Corporation (XOMA) to Ligand Pharmaceuticals for $39.00 per share. Soleno Therapeutics, Inc. (SLNO) is being investigated for its sale to Neurocrine Biosciences for $53.00 per share in cash. KORE Group Holdings, Inc. (KORE) is under investigation for its sale to Searchlight Capital Partners and Abry Partners for $9.25 per share.
Are XOMA, RMAX, KALV Obtaining Fair Deals for their Shareholders?
Halper Sadeh LLC announced an investigation into KalVista Pharmaceuticals regarding its proposed sale to Chiesi Group for $27.00 per share in cash. The firm is examining potential violations of federal securities laws or breaches of fiduciary duty relating to the transaction terms and potential consideration. This release is a solicitation encouraging shareholders to contact the firm on a contingency fee basis to discuss their rights and options.
XOMA Royalty (XOMA) Moves 10.7% Higher: Will This Strength Last?
XOMA: 8-K/A · acquisition merger
XOMA Royalty Corporation completed its acquisition of Generation Bio Co. on February 9, 2026, following a tender offer where approximately 70% of shares were validly tendered at $4.2913 per share plus a non-tradeable contingent value right (CVR). The merger was completed without a vote of Generation Bio stockholders under Section 251(h) of the Delaware General Corporation Law, with Generation Bio surviving as a wholly owned subsidiary of XOMA Royalty. As part of the transaction, XOMA Royalty acquired approximately $98.0 million in tax deductions under Section 174 of the Internal Revenue Code and certain legacy assets related to Generation Bio's lipid nanoparticle (LNP) system. The company has stated it does not plan to continue development of these legacy assets and intends to dispose of them for the benefit of CVR holders, noting that significant uncertainty surrounds their ultimate economic value. The acquisition includes rights to payments under an existing collaboration agreement with ModernaTX, Inc., which has already yielded $40.0 million in upfront payments and $7.5 million in prepaid research funding. XOMA Royalty estimates the CVR value at $0.81 per share based on net cash adjustments but assigns zero value to the legacy assets and Moderna milestones, estimating the probability of realizing future payments as near-zero due to preclinical risks and Moderna's discretionary control over program advancement.
ALERT: Rowley Law PLLC is Investigating Proposed Acquisition of XOMA Royalty Corporation
Are OGN, RMAX, XOMA, REAX Obtaining Fair Deals for their Shareholders?
Halper Sadeh LLC is investigating Organon's proposed sale to Sun Pharmaceutical Industries Limited at a price of $14.00 per share. The investigation concerns potential violations of federal securities laws or breaches of fiduciary duty, specifically regarding whether insiders are receiving benefits not available to ordinary shareholders or if deal terms limit superior offers. Affected shareholders are encouraged to contact the firm to discuss their rights and options regarding the transaction.
Ligand to Acquire XOMA Royalty, Further Accelerating Profit Growth and Strengthening Ligand’s Position as a Leading Biopharma Royalty Aggregator
Ligand Pharmaceuticals announced it will acquire XOMA Royalty for $39.00 per share in cash, representing a total equity value of approximately $739 million and a 14% premium to XOMA's 30-day volume weighted average price. The transaction, expected to close in Q3 2026, is immediately accretive and prompted Ligand to raise its 2026 revenue guidance to $270 million to $310 million and adjusted EPS guidance to $8.50 to $9.50. The acquisition adds over 120 assets including commercial products like Roche's VABYSMO and is expected to contribute $1.50 of accretion to adjusted EPS in 2027.
