XOMA Royalty Corp 8-K

What Happened
XOMA Royalty Corporation (XOMA Royalty) filed an 8-K reporting that on April 27, 2026 it entered into an Agreement and Plan of Merger with Ligand Pharmaceuticals Incorporated (Parent) and Flex Merger Sub, Inc. (Merger Sub). Under the agreement, Merger Sub will merge into a newly formed XOMA Royalty Holdings Corporation (HoldCo), with HoldCo surviving as a wholly owned subsidiary of Parent. On May 16, 2026 the parties executed Amendment No. 1 to the Merger Agreement, which adds HoldCo as a party to the agreement. HoldCo was formed solely to effect a holding company reorganization under Nevada law (NRS 92A).

Key Details

• Parties: XOMA Royalty Corporation (Nevada), Ligand Pharmaceuticals Incorporated (Delaware, Parent), Flex Merger Sub, Inc. (Nevada, Merger Sub), and XOMA Royalty Holdings Corporation (HoldCo).
• Dates: Merger Agreement dated April 27, 2026; Amendment No. 1 dated May 16, 2026.
• Structure: Merger Sub will merge with and into newly formed HoldCo, with HoldCo surviving as a wholly owned subsidiary of Ligand. HoldCo was formed to carry out a Holding Company Reorganization under NRS 92A.
• Next steps: XOMA Royalty will file preliminary and definitive proxy statements with the SEC and mail a definitive proxy to stockholders seeking approval; the 8-K emphasizes that it is not an offer or solicitation.

Why It Matters
This filing announces a proposed acquisition/merger that, if approved and consummated, would make XOMA Royalty a subsidiary of Ligand, subject to the conditions in the Merger Agreement (including stockholder and regulatory approvals). Investors should watch for the forthcoming proxy statement and vote materials, as the transaction requires stockholder approval and contains customary closing conditions and risks disclosed in the filing. The 8‑K also includes forward‑looking risk disclosures noting there is no assurance the acquisition will close and urging investors to read the formal proxy and related SEC filings before making any voting or investment decisions.