XOMA Royalty Corp 8-K/A

What Happened

• XOMA Royalty Corp filed an 8-K reporting that it completed the transactions under its August 3, 2025 Purchase Agreement with LAVA Therapeutics N.V. The tender offer that began August 15, 2025 and the Post‑Offer Reorganization became effective on November 20, 2025 (the “Closing”). XOMA acquired LAVA’s legacy assets EGFRd2 (PF-8046052), JNJ-89853413 and LAVA-1266 and issued one non-transferable contingent value right (CVR) per LAVA share, with the cash portion of the offer at $1.04 per share.
• The CVR Agreement (dated November 17, 2025) governs potential future cash payments to former LAVA stockholders based on proceeds from dispositions or payments received under third‑party license agreements.

Key Details

• Purchase/tender timeline: Purchase Agreement dated Aug 3, 2025; tender offer commenced Aug 15, 2025; Subsequent Offering Period expired one minute after 11:59 p.m. ET on Nov 20, 2025; Closing effective Nov 20, 2025. Press release announcing expiration and reorganization issued Nov 21, 2025.
• Consideration: $1.04 cash per LAVA share (subject to withholding) plus one CVR per share. XOMA estimated CVR value at $0.00 in the Offer to Purchase due to high uncertainty.
• Acquired assets and partner obligations: PF-8046052 (outlicensed to Pfizer) — LAVA previously received $57M and may be eligible for up to ~ $650M more in milestones; trial completion for Pfizer Phase 1 currently estimated 2029–2030. JNJ-89853413 (outlicensed to Janssen/JBI) — LAVA previously received $17.5M and may be eligible for up to ~ $195M more; JBI Phase 1 began Jan 2025 and is expected to complete Aug 2028.
• Post‑Closing commitments: XOMA will use commercially reasonable efforts for two years to seek a sale/disposition of the three assets for CVR benefit (75% of net proceeds to CVR holders) and for ten years to maintain and enforce the Pfizer and JBI agreements. XOMA has no intent to continue development of LAVA-1266 and seeks its disposition.

Why It Matters

• For investors, XOMA acquired royalty/contingent-value upside tied to milestone and commercial payments from Pfizer and Janssen but did not take on development responsibility — Pfizer and JBI remain responsible for development, manufacturing and commercialization. That means any future payments to XOMA (and thus value to CVR holders/former LAVA shareholders) depend on partner decisions and successful clinical/regulatory progress, which are uncertain and expected to occur years from now.
• The filing highlights both the potential upside (large milestone pools cited by partners) and the high uncertainty (XOMA’s own CVR valuation was $0.00). Retail investors should note this is an asset acquisition with contingent, long‑dated upside rather than immediate recurring revenue.