XOMA Royalty Corporation Quarterly report [Sections 13 or 15(d)]

Quarterly report [Sections 13 or 15(d)]

Acquisitions (Tables)

Acquisitions (Tables)

9 Months Ended

Sep. 30, 2025

Turnstone

Asset acquisition

Schedule of purchase consideration

The total purchase consideration for Turnstone, as of August 11, 2025, was as follows (in thousands):


Closing cash payment⁽¹⁾	$	7,868
CVR consideration adjustment⁽²⁾		1,110
Transaction costs		596
Total purchase consideration	$	9,574

(1)The closing cash payment was based on the total of 23,140,691 shares of Turnstone common stock, tendered at a price of $0.34 per share, and the settlement of 1,135 Turnstone RSUs at a per share price of $0.34.

(2)The CVR working capital consideration adjustment represents the estimated recovery of tax receivables of $850,000 and the lease security deposit of $260,000.

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 August 11, 2025 (in thousands):


Cash and cash equivalents	$	10,525
Short-term restricted cash		1,790
Trade and other receivables, net		272
Prepaid expenses and other current assets		1,363
Accounts payable		(2,268)
Accrued and other liabilities		(285)
Net assets acquired	$	11,397
Reconciliation of net assets acquired to total purchase consideration:
Net assets acquired	$	11,397
Less: Gain on the acquisition of Turnstone		(1,823)
Total purchase consideration	$	9,574

HilleVax

Asset acquisition

Schedule of purchase consideration

The total purchase consideration for HilleVax, as of September 17, 2025, was as follows (in thousands):


Closing cash payment⁽¹⁾	$	98,968
CVR consideration adjustment⁽²⁾		5,673
Transaction costs		708
Total purchase consideration	$	105,349

(1)

The closing cash payment was based on the total of 50,615,092 shares of HilleVax common stock, tendered at a price of $1.95 per share, and the settlement of 137,592 HilleVax RSUs at a per share price of $1.95.

(2)

The probable amount of the Boston Lease contingent consideration was estimated by the security deposit of $1.6 million and the known sublease payments of $4.1 million from the sublease agreement entered into prior to the HilleVax Merger Closing Date.

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 September 17, 2025 (in thousands):


Cash and cash equivalents	$	102,752
Trade and other receivables, net		275
Prepaid expenses and other current assets		64
Short-term restricted cash		5,244
Long-term restricted cash		38,063
Other assets - long term		26
Accrued and other liabilities		(663)
Operating lease liabilities		(1,879)
Long-term operating lease liabilities		(20,646)
Net assets acquired	$	123,236
Reconciliation of net assets acquired to total purchase consideration:
Net assets acquired	$	123,236
Less: Gain on the acquisition of HilleVax		(17,887)
Total purchase consideration	$	105,349