XOMA Royalty Corp 8-K

What Happened

• XOMA Royalty Corporation filed an 8-K on June 12, 2026 announcing that it expects the closing of the previously announced acquisition of XOMA Royalty Holdings Corporation (HoldCo) by Ligand Pharmaceuticals Incorporated to occur on or about July 14, 2026, subject to satisfaction or waiver of remaining closing conditions under the Merger Agreement (dated April 27, 2026; amended May 16, 2026). The company also delivered notices on June 12, 2026 to its transfer agent calling for full redemption of its outstanding Series A and Series B preferred stock on July 14, 2026.

Key Details

• Expected merger closing date: on or about July 14, 2026 (subject to closing conditions under the Merger Agreement, as amended).
• Preferred redemption notices delivered: June 12, 2026, for all outstanding preferred shares.
• Outstanding preferred shares at notice date: 984,000 shares of 8.625% Series A Preferred; 1,760.5 shares of Series B Preferred (represented by 1,760,500 depositary shares).
• Redemption price: $25.00 per Series A share and $25.00 per depositary share representing Series B, plus all accrued and unpaid dividends to, but not including, the redemption date; dividends cease to accrue after the redemption date if paid.

Why It Matters

• The expected merger closing is a major corporate event that will transfer ownership of HoldCo to Ligand if the remaining conditions are satisfied — a material change for holders of XOMA’s royalty interests and for the company’s future structure.
• The full redemption of Series A and B preferred stock will eliminate those preferred share obligations and stop future dividend accrual on those series after the redemption date, and the preferred shares will be delisted from Nasdaq following completion. Preferred holders will receive the stated $25.00 per share (plus accrued dividends) on the redemption date.