XOMA Royalty Corp

XOMA Royalty Corp false 0000791908 0000791908 2026-06-12 2026-06-12 0000791908 us-gaap:CommonStockMember 2026-06-12 2026-06-12 0000791908 xoma:M8.625SeriesACumulativePerpetualPreferredStockParValue0.05PerShareMember 2026-06-12 2026-06-12 0000791908 xoma:DepositarySharesEachRepresenting11000thInterestInAShareOf8.375SeriesBCumulativePerpetualPreferredStockParValue0.05PerShareMember 2026-06-12 2026-06-12 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2026 XOMA ROYALTY CORPORATION (Exact Name of Registrant as Specified in Charter) Nevada 001-39801 52-2154066 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification Number) 2200 Powell Street , Suite 310 , Emeryville , California 94608 (Address of Principal Executive Offices) (Zip Code) (510) 204-7200 (Registrant’s telephone number, including area code) N/A (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☒ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading symbol(s) Name of each exchange on which registered Common Stock, par value $0.0075 XOMA The Nasdaq Global Market 8.625% Series A Cumulative Perpetual Preferred Stock, par value $0.05 per share XOMAP The Nasdaq Global Market Depositary Shares (each representing 1/1000th interest in a share of 8.375% Series B Cumulative Perpetual Preferred Stock, par value $0.05 per share) XOMAO The Nasdaq Global Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 7.01 Regulation FD Disclosure. On June 12, 2026, XOMA Royalty Corporation (the “Company”) issued a press release announcing that it expects the closing of the previously announced acquisition of XOMA Royalty Holdings Corporation (“HoldCo”) by Ligand Pharmaceuticals Incorporated (“Ligand”) to occur on or about July 14, 2026, subject to the satisfaction or waiver of the remaining conditions to closing set forth in the Agreement and Plan of Merger, dated as of April 27, 2026, as amended by that certain Amendment No. 1 to the Agreement and Plan of Merger, dated as of May 16, 2026, by and among the Company, Ligand, Flex Merger Sub, Inc. and HoldCo (as amended, the “Merger Agreement”). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such a filing. Item 8.01 Other Events. On June 12, 2026, the Company delivered to its transfer agent notices of full redemption (the “Notices”) of (i) the Company’s 8.625% Series A Cumulative Perpetual Preferred Stock, par value $0.05 per share (CUSIP No. 98419J305) (the “Series A Preferred Stock”), listed on The Nasdaq Stock Market under the symbol “XOMAP,” and (ii) the Company’s depositary shares representing its 8.375% Series B Cumulative Perpetual Preferred Stock, par value $0.05 per share (CUSIP No. 98419J404) (the “Series B Preferred Stock,” and together with the Series A Preferred Stock, the “Preferred Stock”), listed on The Nasdaq Stock Market under the symbol “XOMAO,” in each case pursuant to Section 5(b) of the applicable Certificate of Designation. As of the date of the Notices, there are 984,000 shares of Series A Preferred Stock outstanding and 1,760.5 shares of Series B Preferred Stock outstanding (represented by 1,760,500 depositary shares). The Notices call for the redemption of all outstanding shares of Preferred Stock (the “Redemption”) on July 14, 2026 (the “Redemption Date”) at a redemption price equal to $25.00 per share of Series A Preferred Stock and $25.00 per depositary share representing the Series B Preferred Stock (and a proportionate amount per depositary share representing Series B Preferred Stock), in each case plus all accrued and unpaid dividends to, but not including, the Redemption Date (the “Redemption Price”). On the Redemption Date, the applicable Redemption Price will become due and payable, and dividends on the Preferred Stock will cease to accrue on and after the Redemption Date to the extent that the Company does not default in the payment of the applicable Redemption Price. Following the completion of the Redemption, no shares of Preferred Stock will remain outstanding, and the Preferred Stock will cease to be listed on The Nasdaq Stock Market. The information contained in this Item 8.01 relating to the Redemption and the Notices is for informational purposes only and does not constitute an offer to buy or a solicitation of an offer to sell any shares of Preferred Stock, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful. Such information is not itself a notice of redemption with respect to the Preferred Stock, and the Redemption will be made in accordance with the terms of the applicable Certificate of Designation. Additional Information and Where to Find It In connection with the proposed acquisition, the Company filed a definitive proxy statement with the SEC on June 10, 2026. The definitive proxy statement will be mailed to the Company’s stockholders in connection with the proposed acquisition. This Current Report on Form 8-K is not a substitute for the proxy statement or any other document that may be filed by the Company with the SEC. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED ACQUISITION OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION. Any vote in respect of resolutions to be proposed at the Company’s stockholder meeting to approve the proposed acquisition or other responses in relation to the proposed acquisition should be made only on the basis of the information contained in the Company’s proxy statement. Investors and security holders may obtain free copies of these documents (when they are available) and other related documents filed with the SEC at the SEC’s web site at www.sec.gov, or at investors.xoma.com. No Offer or Solicitation This Current Report on Form 8-K is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securiti