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

Quarterly report [Sections 13 or 15(d)]

Subsequent Events

Subsequent Events	9 Months Ended
Sep. 30, 2025
Subsequent Events
Subsequent Events	16. Subsequent Events ESSA Acquisition and XenoTherapeutics Arranger Letter On July 13, 2025, the ESSA Acquisition Agreement was executed, pursuant to which the Company agreed to facilitate the acquisition of ESSA’s issued and outstanding common shares by Xeno. As part of the ESSA Acquisition Agreement, the Company has agreed to provide bridge financing to Xeno and to act as administrator of the related CVR to the extent Xeno does not fulfill its obligations. Additionally, Xeno agreed to pay the Company an arranger fee of $3.0 million following the closing of the ESSA acquisition for the services rendered by the Company, which fee was paid in October 2025. BVF, a related party of the Company (Note 13), owned approximately 24.7% of ESSA before its acquisition by Xeno. The ESSA acquisition closed on October 9, 2025. To facilitate the closing of the acquisition, the Company extended a short-term loan of $5.9 million to Xeno, which was repaid in October 2025. LAVA Acquisition On August 3, 2025, the Company entered into the LAVA Purchase Agreement, pursuant to which the Company plans to acquire LAVA through a tender offer for (i) a base price of $1.16 in cash per LAVA ordinary share, (ii) up to an additional $0.08 in cash per share, and (iii) one non-transferable CVR per share. On October 17, 2025, an amendment to the LAVA Purchase Agreement was executed, pursuant to which the tender offer price was adjusted to a price per share of (i) $1.04, and (ii) one non-transferable CVR. The acquisition has not closed as of the date of the issuance of these condensed consolidated financial statements. Upon the closing of the acquisition, the Company expects to own 100% of the outstanding ordinary shares of LAVA. Mural Acquisition On August 20, 2025, the Company entered into the Mural Transaction Agreement with Mural, pursuant to which the Company plans to acquire Mural through a tender offer for (i) a base cash price of $2.035 per Mural ordinary share and (ii) an additional cash amount per share of up to $0.205 contingent upon Mural’s closing net cash. The Company agreed to set aside $39.9 million in restricted cash to secure funding for the transaction, which will remain restricted until the closing date. The merger has not closed as of the date of the issuance of these condensed consolidated financial statements. Upon the closing of the acquisition, the Company expects to own 100% of the outstanding ordinary shares of Mural. 2025 Common Stock ATM Agreement On October 3, 2025, the Company entered into a new ATM Agreement with Leerink under which the Company may offer and sell from time to time at its sole discretion shares of its common stock through Leerink as its sales agent, in an aggregate amount not to exceed $75.0 million. Leerink may sell the shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act and will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell the shares up to the amount specified. The Company will pay Leerink a commission of up to 3% of the gross proceeds of any shares of common stock sold under the 2025 Common Stock ATM Agreement. 2025 Series B Preferred Stock ATM Agreement On October 3, 2025, the Company also entered into a new ATM agreement with HCW under which the Company may offer and sell from time to time at its sole discretion depositary shares, each representing 1/1000^th of a share of the Company’s Series B Preferred Stock, through HCW as its sales agent, in an aggregate amount not to exceed $50.0 million. HCW may sell the depositary shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act and will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell the depositary shares up to the amount specified. The Company will pay HCW a commission of up to 3% of the gross proceeds of any depositary shares sold under the 2025 Series B Preferred Stock ATM Agreement. Stock Option Cash-Out Arrangement On October 13, 2025, the compensation committee of the Board approved a cash-out arrangement for stock options held by Thomas Burns, the Company’s Chief Financial Officer. Under this arrangement, Mr. Burns will receive cash payments in exchange for up to 142,278 shares of his vested and outstanding stock options expiring in 2027. Payments will be based on the difference between the applicable exercise price (ranging from $4.03 to $5.50 per share) and the closing price of the Company’s common stock, subject to applicable taxes and withholdings, on designated cash-out dates from February 18, 2026 to February 3, 2027.

Subsequent Events

9 Months Ended

Sep. 30, 2025

Subsequent Events

Subsequent Events

16. Subsequent Events

ESSA Acquisition and XenoTherapeutics Arranger Letter

On July 13, 2025, the ESSA Acquisition Agreement was executed, pursuant to which the Company agreed to facilitate the acquisition of ESSA’s issued and outstanding common shares by Xeno. As part of the ESSA Acquisition Agreement, the Company has agreed to provide bridge financing to Xeno and to act as administrator of the related CVR

to the extent Xeno does not fulfill its obligations. Additionally, Xeno agreed to pay the Company an arranger fee of $3.0 million following the closing of the ESSA acquisition for the services rendered by the Company, which fee was paid in October 2025. BVF, a related party of the Company (Note 13), owned approximately 24.7% of ESSA before its acquisition by Xeno.

The ESSA acquisition closed on October 9, 2025. To facilitate the closing of the acquisition, the Company extended a short-term loan of $5.9 million to Xeno, which was repaid in October 2025.

LAVA Acquisition

On August 3, 2025, the Company entered into the LAVA Purchase Agreement, pursuant to which the Company plans to acquire LAVA through a tender offer for (i) a base price of $1.16 in cash per LAVA ordinary share, (ii) up to an additional $0.08 in cash per share, and (iii) one non-transferable CVR per share. On October 17, 2025, an amendment to the LAVA Purchase Agreement was executed, pursuant to which the tender offer price was adjusted to a price per share of (i) $1.04, and (ii) one non-transferable CVR. The acquisition has not closed as of the date of the issuance of these condensed consolidated financial statements. Upon the closing of the acquisition, the Company expects to own 100% of the outstanding ordinary shares of LAVA.

Mural Acquisition

On August 20, 2025, the Company entered into the Mural Transaction Agreement with Mural, pursuant to which the Company plans to acquire Mural through a tender offer for (i) a base cash price of $2.035 per Mural ordinary share and (ii) an additional cash amount per share of up to $0.205 contingent upon Mural’s closing net cash. The Company agreed to set aside $39.9 million in restricted cash to secure funding for the transaction, which will remain restricted until the closing date. The merger has not closed as of the date of the issuance of these condensed consolidated financial statements. Upon the closing of the acquisition, the Company expects to own 100% of the outstanding ordinary shares of Mural.

2025 Common Stock ATM Agreement

On October 3, 2025, the Company entered into a new ATM Agreement with Leerink under which the Company may offer and sell from time to time at its sole discretion shares of its common stock through Leerink as its sales agent, in an aggregate amount not to exceed $75.0 million. Leerink may sell the shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act and will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell the shares up to the amount specified. The Company will pay Leerink a commission of up to 3% of the gross proceeds of any shares of common stock sold under the 2025 Common Stock ATM Agreement.

2025 Series B Preferred Stock ATM Agreement

On October 3, 2025, the Company also entered into a new ATM agreement with HCW under which the Company may offer and sell from time to time at its sole discretion depositary shares, each representing 1/1000^th of a share of the Company’s Series B Preferred Stock, through HCW as its sales agent, in an aggregate amount not to exceed $50.0 million. HCW may sell the depositary shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act and will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell the depositary shares up to the amount specified. The Company will pay HCW a commission of up to 3% of the gross proceeds of any depositary shares sold under the 2025 Series B Preferred Stock ATM Agreement.

Stock Option Cash-Out Arrangement

On October 13, 2025, the compensation committee of the Board approved a cash-out arrangement for stock options held by Thomas Burns, the Company’s Chief Financial Officer. Under this arrangement, Mr. Burns will receive cash payments in exchange for up to 142,278 shares of his vested and outstanding stock options expiring in 2027. Payments will be based on the difference between the applicable exercise price (ranging from $4.03 to $5.50 per share) and the closing price of the Company’s common stock, subject to applicable taxes and withholdings, on designated cash-out dates from February 18, 2026 to February 3, 2027.