XOMA Royalty Corp 8-K

What Happened

• XOMA Royalty Corp (XOMA) filed an 8‑K announcing that the Merger and related transactions closed on July 14, 2026. As part of a holding‑company reorganization under Nevada law, XRH Merger Sub merged into XOMA, making XOMA a direct, wholly owned subsidiary of a new HoldCo. Each XOMA share and outstanding equity award was automatically converted into HoldCo common stock or equivalent awards.
• After the reorganization, XOMA converted from a Nevada corporation into a Delaware limited liability company named XOMA Royalty LLC. HoldCo transferred certain business assets and liabilities to itself, contributed 75% of XOMA Royalty LLC units to a newly formed XOMA CVR Trust, and distributed contingent value rights (CVRs) pro rata to HoldCo stockholders as additional merger consideration.
• In connection with the closing, XRL 1 LLC (a XOMA subsidiary) terminated its Loan Agreement dated December 15, 2023; Parent paid all amounts necessary to fully discharge the outstanding obligations under that loan (agent: Blue Owl Capital Corporation). The company issued a press release dated July 14, 2026 announcing the closing.

Key Details

• Closing date: July 14, 2026. Special Meeting approving the transactions held July 13, 2026. Record date: 17,678,742 shares outstanding (as of June 5, 2026).
• Shareholder vote totals: Proposal 1 (Merger Agreement) — 15,924,106 for / 98,100 against / 11,380 abstentions. Proposal 2 (Holding Company Reorg) — 15,924,259 for / 98,089 against / 11,238 abstentions. Proposal 3 (Compensation) — 15,745,257 for / 272,303 against / 16,026 abstentions.
• CVR mechanics: HoldCo contributed 75% of XOMA Royalty LLC units to XOMA CVR Trust; CVRs were distributed pro rata to HoldCo stockholders and represent rights to contingent payments derived from the trust’s interest in XOMA Royalty LLC.
• Debt payoff: XRL 1 LLC’s Loan Agreement (Dec. 15, 2023) was terminated after Parent paid amounts required to discharge outstanding obligations (lender agent: Blue Owl).

Why It Matters

• For shareholders: each pre‑closing XOMA share was converted into HoldCo common stock and received CVRs that may provide contingent future payments based on the CVR Trust’s interest in XOMA Royalty LLC. Equity awards were converted to HoldCo awards on the same terms.
• For creditors and company risk profile: the loan tied to XRL 1 LLC was fully paid and terminated, removing that outstanding obligation.
• For corporate structure and governance: XOMA is now a subsidiary of a new HoldCo and operates as XOMA Royalty LLC (a Delaware LLC) for certain assets — a material change in corporate form and control that can affect governance, shareholder rights, and how future payments are distributed (including via CVRs).
• The filing includes standard forward‑looking statements and notes potential risks; investors should review the company’s filings and the press release for full terms of the merger, CVRs and the CVR Trust.