XOMA Royalty Corporation Annual report [Section 13 and 15(d), not S-K Item 405]

Annual report [Section 13 and 15(d), not S-K Item 405]

Acquisitions, Licensing and Other Arrangements (Tables)

Acquisitions, Licensing and Other Arrangements (Tables)

12 Months Ended

Dec. 31, 2024

Pulmokine

Asset acquisition

Schedule of purchase consideration

The total purchase consideration for Pulmokine, as of November 26, 2024, was as follows (in thousands):


Closing cash payment	$	19,998
Holdback amount		100
Transaction costs		435
Total purchase consideration	$	20,533

The following table shows the allocation of the purchase consideration based on the relative fair value of assets acquired and liabilities assumed by the Company as of November 26, 2024 (in thousands):


Cash and cash equivalents	$	357
Intangible assets		26,115
Deferred tax liability		(5,659)
Accrued and other liabilities		(280)
Net assets acquired	$	20,533

Kinnate

Asset acquisition

Schedule of purchase consideration

The total purchase consideration for Kinnate, as of April 3, 2024, was as follows (in thousands):


Closing cash payment⁽¹⁾	$	122,646
Estimated fair value of the Exarafenib milestone contingent consideration⁽²⁾		2,922
Transaction costs		809
Total purchase consideration	$	126,377

(1)

The closing cash payment was determined based on a total of 47,232,737 shares of Kinnate common stock tendered at closing, at a per share price of $2.5879, and the settlement of Kinnate RSUs and stock options under the Kinnate equity incentive plans (2,510,552 total underlying shares at a per share price of $2.5879), less the exercise price for the stock options.

(2)

The fair value of the Exarafenib milestone contingent consideration was estimated using a probability-weighted discounted cash flow model for the amounts payable to Kinnate CVR holders under the Kinnate CVR Agreement upon the achievement of certain specified milestones associated with the Exarafenib Sale.

The following table shows the allocation of the purchase consideration based on the relative fair value of assets acquired and liabilities assumed by the Company as of April 3, 2024 (in thousands):


Cash and cash equivalents	$	142,381
Prepaid expenses and other current assets		3,223
Exarafenib milestone asset		2,922
Accrued and other liabilities		(2,009)
Operating lease liabilities		(322)
Long-term operating lease liabilities		(502)
Net assets acquired	$	145,693
Reconciliation of net assets acquired to total purchase consideration:
Net assets acquired	$	145,693
Less: Gain on the acquisition of Kinnate		(19,316)
Total purchase consideration	$	126,377