XOMA Royalty Corp 8-K

What Happened

• XOMA Royalty Corporation filed an 8‑K reporting that it completed its acquisition of Generation Bio. The parties entered a Merger Agreement dated December 15, 2025; a tender offer closed February 6, 2026 and the merger closed February 9, 2026 under Delaware law (Section 251(h)), making Generation Bio a wholly owned subsidiary of XOMA Royalty.
• The offer paid $4.2913 in cash per Generation Bio share plus one non‑tradeable contingent value right (CVR) per share (see CVR Agreement dated February 9, 2026). Broadridge served as depositary/rights agent.

Key Details

• Offer price: $4.2913 cash per share plus one CVR per share.
• Tender results: 4,722,533 Generation Bio shares validly tendered (about 70% of outstanding) as of the February 6, 2026 expiration; all offer conditions were satisfied or waived.
• Closing mechanics: Merger Sub merged into Generation Bio on February 9, 2026; each outstanding Company share (other than specified exceptions) was converted into the right to receive the Offer Price.
• Equity treatment: In‑the‑money Gen Bio options were cashed out for the excess of the cash amount over exercise price; out‑of‑the‑money options were cancelled for no consideration. Outstanding restricted stock units vested and were settled into shares prior to the merger and treated like other common stock at closing.
• Press release announcing closing issued February 9, 2026 (filed as Exhibit 99.1).

Why It Matters

• This transaction makes Generation Bio a wholly owned subsidiary of XOMA Royalty and creates immediate cash purchase obligations (the $4.2913 per share payments) plus potential future contingent payments covered by the CVRs. These are material items that will affect XOMA Royalty’s cash flows and potential contingent liabilities.
• Holders of Generation Bio equity saw different treatments depending on their instruments: common shares received cash + CVR, vested RSUs were converted to shares then cashed, in‑the‑money options were cashed out and out‑of‑the‑money options were cancelled—affecting compensation and claim structures.
• Investors should watch XOMA Royalty disclosures for any forthcoming financial statements/pro forma information related to the acquired business and for details on the timing and conditions of any CVR payments.