XOMA Royalty Corp 8-K/A

What Happened
XOMA Royalty Corporation announced it completed its acquisition of Generation Bio. A tender offer that expired Feb 6, 2026 resulted in 4,722,533 shares validly tendered (~70% of outstanding), and XOMA closed the merger on Feb 9, 2026 by merging its subsidiary into Generation Bio under Delaware law. Each outstanding Generation Bio share was converted into $4.2913 in cash (less withholding) plus one non-tradeable contingent value right (CVR). XOMA acquired Generation Bio’s remaining cash, de minimis assets, approximately $98.0 million of Section 174 tax deductions and certain legacy lipid nanoparticle (LNP) assets; XOMA does not plan to continue preclinical development of those legacy assets.

Key Details

• Purchase terms: $4.2913 cash per share + one CVR per share; Offer accepted all validly tendered shares.
• Tender stats & closing: 4,722,533 shares tendered (~70%); Offer expired 1 minute after 11:59 PM ET on Feb 6, 2026; Merger effective Feb 9, 2026.
• Treatment of equity awards: in‑the‑money options cashed out for cash (Cash Amount minus exercise price × shares); out‑of‑the‑money options canceled for no consideration; outstanding RSUs vested and were settled into shares before the merger.
• CVR structure & estimate: CVRs entitle holders to pro rata cash payments for (a) Final Net Cash in excess of $29.0M, (b) certain Binney Lease recoveries, (c) proceeds from monetization of specified legacy IP (declining share of net proceeds over a 10‑year CVR period), and (d) proceeds received under the Moderna collaboration (declining share over 10 years). XOMA estimates CVR value at $0.81 per Company share.
• Moderna deal context: Generation Bio already received $40.0M upfront + $7.5M prepaid research funding and is eligible for up to ~ $1.8B in milestone payments under its agreement with Moderna; XOMA says it does not expect near‑term milestones or to be involved in development.

Why It Matters
For XOMA Royalty investors, the transaction converts Generation Bio equity into immediate cash payout plus contingent upside via CVRs tied mainly to cash on hand, certain lease recoveries, legacy IP monetization and any Moderna proceeds. However, XOMA does not plan to develop the legacy LNP assets itself and placed monetization responsibility on XOMA (with defined CVR sharing formulas) — meaning any additional cash to CVR holders depends on asset sales, lease settlements, or remote milestone payments from Moderna and is uncertain. The deal also brings ~ $98M of tax deductions to XOMA and removes Generation Bio’s operating obligations; investors should expect limited near‑term revenue contribution from the acquired assets and contingent value exposure via the CVRs. The company issued a press release on Feb 9, 2026 (Exhibit 99.1).