Core Viewpoint - XOMA Royalty Corporation has successfully completed its tender offer to acquire HilleVax, Inc. for $1.95 per share in cash, along with a contingent value right, resulting in HilleVax becoming a wholly owned subsidiary of XOMA Royalty [1][3]. Group 1: Tender Offer Details - The tender offer expired on September 15, 2025, with 39,214,689 shares of HilleVax common stock validly tendered, representing approximately 77.48% of the outstanding shares [2]. - All conditions of the tender offer were satisfied or waived, and XOMA Royalty accepted for payment all validly tendered shares immediately after the expiration [2]. Group 2: Merger and Delisting - Following the tender offer, XRA 4 Corp., a subsidiary of XOMA Royalty, merged with HilleVax, converting all non-tendered shares into the right to receive the offer price [3]. - HilleVax common stock will cease trading on Nasdaq and will be delisted and deregistered under the Securities Exchange Act of 1934 [3]. Group 3: Company Overview - XOMA Royalty is a biotechnology royalty aggregator that helps biotech companies by acquiring future economic rights associated with therapeutic candidates, providing non-dilutive funding for their development [5].

Group 1 - The proposed sale of HilleVax, Inc. to XOMA Royalty Corporation involves shareholders receiving $1.95 in cash per share, along with a non-transferable contingent value right for additional payments under certain conditions [1] - Kahn Swick & Foti, LLC is investigating whether the proposed consideration adequately reflects the value of HilleVax, indicating potential undervaluation [1] - The transaction is structured as a tender offer, emphasizing the importance of timely action for shareholders [3] Group 2 - Shareholders who believe the transaction undervalues HilleVax are encouraged to contact Kahn Swick & Foti for discussions regarding their legal rights [2] - Kahn Swick & Foti is led by former Louisiana Attorney General Charles C. Foti, Jr., highlighting the firm's legal expertise [3] - The investigation aims to ensure that the process leading to the proposed sale is fair and transparent for shareholders [1]

Group 1 - The core focus of the news is the investigation by Monteverde & Associates PC into HilleVax, Inc. regarding its proposed sale to XOMA Royalty Corporation, where HilleVax stockholders are set to receive $1.95 in cash per share along with a non-transferable contingent value right [1] - Monteverde & Associates PC is recognized as a Top 50 Firm in the 2024 ISS Securities Class Action Services Report, highlighting its successful track record in recovering millions for shareholders [1] - The firm operates from the Empire State Building in New York City and emphasizes its national presence in class action securities litigation [2][3] Group 2 - The proposed transaction includes a cash payment and contingent value rights, raising questions about the fairness of the deal for HilleVax stockholders [1] - The firm encourages shareholders with concerns to reach out for additional information, indicating a proactive approach to shareholder rights [3] - Monteverde & Associates PC has a history of litigating and recovering funds for shareholders, showcasing its expertise in the field [2][4]

[PART I FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20FINANCIAL%20INFORMATION) This section covers unaudited financial statements, management's analysis, market risk, and internal controls [Item 1. Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) This section presents the unaudited condensed consolidated financial statements, including balance sheets, statements of operations and comprehensive loss, statements of stockholders' equity, and statements of cash flows, along with their accompanying notes, for the periods ended June 30, 2025 and 2024 [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) | Metric (in thousands) | June 30, 2025 | December 31, 2024 | Change | | :-------------------- | :------------ | :---------------- | :----- | | Total assets | $174,914 | $192,690 | $(17,776) | | Cash and cash equivalents | $58,677 | $154,467 | $(95,790) | | Marketable securities | $100,870 | $16,965 | $83,905 | | Total liabilities | $27,095 | $38,204 | $(11,109) | | Total stockholders' equity | $147,819 | $154,486 | $(6,667) | [Condensed Consolidated Statements of Operations and Comprehensive Loss](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) - Net loss **significantly decreased** for both the three and six months ended June 30, 2025, compared to 2024, **primarily due to** reduced operating expenses and the absence of impairment charges[12](index=12&type=chunk) | Metric (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------- | :----------------------------- | :----------------------------- | :----------------------------- | :----------------------------- | | Research and development | $1,328 | $26,601 | $3,311 | $52,579 | | In-process research and development | $0 | $0 | $0 | $15,325 | | General and administrative | $5,657 | $8,127 | $11,278 | $16,621 | | Impairment charges | $0 | $8,235 | $0 | $8,235 | | Total operating expenses | $6,985 | $42,963 | $14,589 | $92,760 | | Net loss | $(5,266) | $(40,668) | $(11,327) | $(87,497) | | Net loss per share, basic and diluted | $(0.11) | $(0.83) | $(0.23) | $(1.79) | [Condensed Consolidated Statements of Stockholders' Equity](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders'%20Equity) - Total stockholders' equity **decreased** from **$154.486 million** at December 31, 2024, to **$147.819 million** at June 30, 2025, **primarily due to** net loss[16](index=16&type=chunk) - Stock-based compensation **contributed $4.759 million** to additional paid-in capital for the six months ended June 30, 2025[16](index=16&type=chunk) | Metric (in thousands) | Balance at Dec 31, 2024 | Balance at June 30, 2025 | | :-------------------- | :---------------------- | :----------------------- | | Total Stockholders' Equity | $154,486 | $147,819 | | Additional Paid-in Capital | $691,447 | $696,206 | | Accumulated Deficit | $(535,826) | $(547,153) | | Net Loss (6 months) | N/A | $(11,327) | | Stock-based compensation (6 months) | N/A | $4,759 | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) - Net cash used in operating activities **significantly decreased** from **$62.781 million** in H1 2024 to **$13.507 million** in H1 2025[19](index=19&type=chunk) - Net cash used in investing activities **increased** from **$61.130 million** in H1 2024 to **$82.283 million** in H1 2025, **driven by** increased marketable securities purchases[19](index=19&type=chunk) - **No cash was provided by** financing activities in H1 2025, compared to **$15.677 million** in H1 2024[19](index=19&type=chunk) | Metric (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(13,507) | $(62,781) | | Net cash used in investing activities | $(82,283) | $(61,130) | | Net cash provided by financing activities | $0 | $15,677 | | Net decrease in cash, cash equivalents and restricted cash | $(95,790) | $(108,234) | | Cash, cash equivalents and restricted cash—end of period | $60,308 | $110,075 | [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) [1. Organization](index=8&type=page&id=1.%20Organization) - HilleVax, Inc. is a biopharmaceutical company focused on developing and commercializing novel vaccines, incorporated in Delaware in March 2020[22](index=22&type=chunk) - The company has incurred net losses and negative cash flows from operating activities since inception and has never generated revenue[23](index=23&type=chunk) - Management believes it has **sufficient** working capital to fund operations for at least the next twelve months[24](index=24&type=chunk) [2. Summary of Significant Accounting Policies](index=8&type=page&id=2.%20Summary%20of%20Significant%20Accounting%20Policies) - Financial statements are prepared in accordance with SEC rules and U.S. GAAP for interim financial statements, with all intercompany transactions eliminated[26](index=26&type=chunk)[27](index=27&type=chunk) - The company is an **emerging growth company** and has **elected to delay adopting** new or revised accounting standards until they apply to private companies[56](index=56&type=chunk)[57](index=57&type=chunk) - **Significant** estimates **primarily relate to** accruals for research and development expenses[28](index=28&type=chunk) [3. Fair Value Measurements](index=13&type=page&id=3.%20Fair%20Value%20Measurements) - The company's cash, cash equivalents, marketable securities, and restricted cash are carried at fair value, **primarily using** Level 1 (quoted prices in active markets) and Level 2 (observable inputs) inputs[61](index=61&type=chunk)[62](index=62&type=chunk)[64](index=64&type=chunk) | Asset (in thousands) | Total Fair Value at June 30, 2025 | | :------------------- | :-------------------------------- | | Cash equivalents (Money market funds) | $52,536 | | Marketable securities (U.S. treasury notes) | $65,410 | | Marketable securities (U.S government agency bonds) | $35,460 | | **Total** | **$153,406** | [4. Marketable Securities](index=14&type=page&id=4.%20Marketable%20Securities) - Marketable securities consist of U.S. Treasury notes and U.S. government agency bonds, all with contractual maturities of less than one year[66](index=66&type=chunk) - As of June 30, 2025, the fair value of marketable securities was **$100.870 million**, **up from $16.965 million** at December 31, 2024[66](index=66&type=chunk) - The company determined no portion of unrealized losses related to a credit loss and no impairments occurred during the periods presented[67](index=67&type=chunk) [5. Other Balance Sheet Details](index=15&type=page&id=5.%20Other%20Balance%20Sheet%20Details) - Property and equipment, net, **decreased** from **$5.222 million** at December 31, 2024, to **$4.026 million** at June 30, 2025[68](index=68&type=chunk) - Accrued expenses **significantly decreased** from **$9.648 million** at December 31, 2024, to **$2.404 million** at June 30, 2025, **primarily due to** reductions in accrued employee termination benefits and contract termination costs[69](index=69&type=chunk) - Cash, cash equivalents, and restricted cash **totaled $60.308 million** at June 30, 2025[70](index=70&type=chunk) [6. Leases](index=16&type=page&id=6.%20Leases) - The company has operating leases for facilities in Switzerland and Boston, Massachusetts, with the Boston lease commencing in April 2022 and ending in December 2032[71](index=71&type=chunk)[72](index=72&type=chunk) - Operating lease expense for the three months ended June 30, 2025, was **$0.666 million**, **down from $0.783 million** in the prior year period[73](index=73&type=chunk) - Future minimum noncancelable operating lease payments **total $30.600 million** as of June 30, 2025[76](index=76&type=chunk) [7. Related Party Transactions](index=17&type=page&id=7.%20Related%20Party%20Transactions) - Frazier Life Sciences X, L.P. and Takeda Vaccines, Inc. are related party stockholders with board representation[77](index=77&type=chunk)[78](index=78&type=chunk) - The company incurred immaterial research and development expenses for Takeda's services under a Transitional Services Agreement for the three and six months ended June 30, 2025 and 2024[78](index=78&type=chunk) [8. Commitments and Contingencies](index=17&type=page&id=8.%20Commitments%20and%20Contingencies) - The company holds an exclusive license from Takeda for HIL-214 products (excluding Japan), with **potential milestone payments up to $150.0 million** and tiered royalties[79](index=79&type=chunk)[80](index=80&type=chunk) - In January 2024, the company entered into an exclusive license agreement with Kangh for HIL-216, paying an **upfront amount of $15.0 million** and **potential future milestone payments up to $255.5 million**[84](index=84&type=chunk)[85](index=85&type=chunk)[86](index=86&type=chunk) - **No material contingent liabilities** existed as of June 30, 2025[88](index=88&type=chunk) [9. Long-Term Debt](index=18&type=page&id=9.%20Long-Term%20Debt) - The company had a Loan and Security Agreement with Hercules Capital, Inc. for term loans **up to $75.0 million**, collateralized by substantially all assets[89](index=89&type=chunk)[92](index=92&type=chunk) - On July 19, 2024, the company **fully repaid** the outstanding **$26.2 million** principal and interest, **including a $2.3 million** final payment and prepayment fee, **terminating** the loan agreement[95](index=95&type=chunk) [10. Stockholders' Equity](index=20&type=page&id=10.%20Stockholders'%20Equity) - The company completed an IPO in May 2022 (**$209.5 million** net proceeds), an underwritten public offering in September 2023 (**$107.8 million** net proceeds), and an at-the-market offering (**$14.9 million** net proceeds as of June 30, 2025)[96](index=96&type=chunk)[97](index=97&type=chunk)[98](index=98&type=chunk) - Stock-based compensation expense for the six months ended June 30, 2025, was **$4.759 million**, **down from $11.255 million** in the prior year period[108](index=108&type=chunk) - As of June 30, 2025, **13,531,539** shares were reserved for future issuance under equity plans[110](index=110&type=chunk) [11. Restructuring and Impairment Charges](index=22&type=page&id=11.%20Restructuring%20and%20Impairment%20Charges) - On July 8, 2024, the company **discontinued** HIL-214 development in infants and **implemented workforce reductions** to reduce operating expenses[111](index=111&type=chunk) - Employee termination benefits of **$5.034 million** accrued at December 31, 2024, were **fully paid** by June 30, 2025[112](index=112&type=chunk)[113](index=113&type=chunk) - Contract termination costs of **$1.686 million** accrued at December 31, 2024, were **fully paid** by June 30, 2025[116](index=116&type=chunk) - **No restructuring or impairment charges** were incurred during the three and six months ended June 30, 2025[111](index=111&type=chunk)[114](index=114&type=chunk) [12. Subsequent Events](index=23&type=page&id=12.%20Subsequent%20Events) - On August 4, 2025, the company entered into a Merger Agreement with XOMA Royalty Corporation for an acquisition via a cash tender offer and contingent value rights (CVRs)[117](index=117&type=chunk)[118](index=118&type=chunk) - The company delivered notice to Takeda on August 1, 2025, to **terminate** the Takeda License, **effective** six months later, with **no material early termination penalties**[120](index=120&type=chunk) - On July 31, 2025, the company entered into a Sublease Agreement for a portion of its Boston Lease, **expected to commence** in November 2025 for three years and two months[119](index=119&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition and results of operations, highlighting key financial trends, operational activities, and future outlook, including the impact of the pending merger with XOMA and the discontinuation of HIL-214 development [Overview](index=25&type=page&id=Overview) - HilleVax is a clinical-stage biopharmaceutical company focused on novel vaccines, with its initial program HIL-214 for norovirus AGE[124](index=124&type=chunk) - The Phase 2b NEST-IN1 trial for HIL-214 in infants did not meet its primary efficacy endpoint in July 2024, leading to exploration of other vaccine candidates and strategic alternatives[124](index=124&type=chunk)[125](index=125&type=chunk) - The company has incurred net losses since inception and has not generated revenue, with an accumulated deficit of **$547.2 million** as of June 30, 2025[127](index=127&type=chunk) - A Merger Agreement with XOMA Royalty Corporation was entered into on August 4, 2025, for acquisition[129](index=129&type=chunk) [Financial Operations Overview](index=27&type=page&id=Financial%20Operations%20Overview) - The company's financial statements consolidate wholly-owned subsidiaries HilleVax GmbH and HilleVax Security Corporation, with the U.S. dollar as the functional currency[130](index=130&type=chunk) - The Takeda License for HIL-214 (excluding Japan) was **terminated** via notice on August 1, 2025, **effective** six months later, with **no material early termination penalties**[134](index=134&type=chunk) - The Kangh License for HIL-216 (outside Greater China) was acquired in January 2024 for an **upfront amount of $15.0 million**, with **potential future milestone payments up to $255.5 million**[136](index=136&type=chunk)[137](index=137&type=chunk) [Components of Results of Operations](index=28&type=page&id=Components%20of%20Results%20of%20Operations) - Research and development expenses are recognized as incurred and **include** salaries, external CRO costs, and manufacturing costs for vaccine candidates[138](index=138&type=chunk)[139](index=139&type=chunk)[142](index=142&type=chunk) - In-process research and development expenses for H1 2024 related to the **$15.0 million** upfront payment for the Kangh License[140](index=140&type=chunk) - General and administrative expenses cover executive, finance, administrative personnel costs, legal fees, and professional services[141](index=141&type=chunk) [Results of Operations](index=30&type=page&id=Results%20of%20Operations) - Net loss **significantly decreased** for both the three and six months ended June 30, 2025, compared to 2024, **primarily due to** reduced R&D and G&A expenses, and the absence of impairment charges and in-process R&D expenses[146](index=146&type=chunk)[151](index=151&type=chunk) | Metric (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Change (3M) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change (6M) | | :-------------------- | :----------------------------- | :----------------------------- | :---------- | :----------------------------- | :----------------------------- | :---------- | | Research and development | $1,328 | $26,601 | $(25,273) | $3,311 | $52,579 | $(49,268) | | In-process research and development | $0 | $0 | $0 | $0 | $15,325 | $(15,325) | | General and administrative | $5,657 | $8,127 | $(2,470) | $11,278 | $16,621 | $(5,343) | | Impairment charges | $0 | $8,235 | $(8,235) | $0 | $8,235 | $(8,235) | | Total operating expenses | $6,985 | $42,963 | $(35,978) | $14,589 | $92,760 | $(78,171) | | Net loss | $(5,266) | $(40,668) | $35,402 | $(11,327) | $(87,497) | $76,170 | [Liquidity and Capital Resources](index=31&type=page&id=Liquidity%20and%20Capital%20Resources) - As of June 30, 2025, the company had **$159.5 million** in cash, cash equivalents, and marketable securities[156](index=156&type=chunk) - Existing financial resources are believed to be **sufficient** for at least the next **12** months, but future funding may be required through equity, debt, or collaborations[128](index=128&type=chunk)[156](index=156&type=chunk)[168](index=168&type=chunk)[170](index=170&type=chunk) - The pending merger with XOMA **includes potential termination fees** (**$2.5 million**) or expense reimbursement (**$1.0 million**) under specific circumstances, which could impact available cash[158](index=158&type=chunk) - The company **fully repaid** its **$26.2 million** term loan facility with Hercules Capital, Inc. on July 19, 2024, **including a $2.3 million** final payment and prepayment fee[165](index=165&type=chunk) [Cash Flows](index=34&type=page&id=Cash%20Flows) - Net cash used in operating activities **decreased significantly** to **$13.5 million** for H1 2025 from **$62.8 million** for H1 2024, **primarily due to** lower net loss and reduced operating expenses[172](index=172&type=chunk)[174](index=174&type=chunk) - Net cash used in investing activities **increased** to **$82.3 million** for H1 2025 from **$61.1 million** for H1 2024, **driven by** higher purchases of marketable securities[175](index=175&type=chunk)[176](index=176&type=chunk) - **No cash was provided by** financing activities in H1 2025, compared to **$15.7 million** in H1 2024 from equity offerings[177](index=177&type=chunk) | Metric (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(13,507) | $(62,781) | | Net cash used in investing activities | $(82,283) | $(61,130) | | Net cash provided by financing activities | $0 | $15,677 | | Net decrease in cash, cash equivalents and restricted cash | $(95,790) | $(108,234) | [Contractual Obligations and Commitments](index=35&type=page&id=Contractual%20Obligations%20and%20Commitments) - **No material changes** to contractual obligations were reported as of June 30, 2025, compared to the 2024 Form 10-K[178](index=178&type=chunk) [Critical Accounting Policies and Significant Judgments and Estimates](index=35&type=page&id=Critical%20Accounting%20Policies%20and%20Significant%20Judgments%20and%20Estimates) - **No material changes** to critical accounting policies and estimates were reported as of June 30, 2025, compared to the 2024 Form 10-K[179](index=179&type=chunk)[180](index=180&type=chunk) [JOBS Act and Smaller Reporting Company](index=35&type=page&id=JOBS%20Act%20and%20Smaller%20Reporting%20Company) - The company is an **emerging growth company** (EGC) and has **elected to use the extended transition period** for new accounting standards[181](index=181&type=chunk) - The company is also a **smaller reporting company**, allowing for scaled disclosures[184](index=184&type=chunk) [Recent Accounting Pronouncements](index=36&type=page&id=Recent%20Accounting%20Pronouncements) - Refer to Note 2 for details on recently adopted and issued accounting standards[185](index=185&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=36&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section states that quantitative and qualitative disclosures about market risk are not applicable to the company as it qualifies as a smaller reporting company - The company is a **smaller reporting company**, and therefore, this disclosure is **not applicable**[186](index=186&type=chunk) [Item 4. Controls and Procedures](index=36&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, with CEO and CFO participation, evaluated the effectiveness of disclosure controls and procedures, concluding they were effective as of June 30, 2025, with no material changes in internal control over financial reporting during the quarter - Disclosure controls and procedures were evaluated and deemed **effective** as of June 30, 2025[187](index=187&type=chunk) - **No material changes** in internal control over financial reporting occurred during the quarter ended June 30, 2025[188](index=188&type=chunk) [PART II OTHER INFORMATION](index=36&type=section&id=PART%20II%20OTHER%20INFORMATION) This section covers legal proceedings, risk factors, equity transactions, other disclosures, exhibits, and official signatures [Item 1. Legal Proceedings](index=36&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently subject to any material legal proceedings, though it may be involved in claims incident to the ordinary course of business - **No material legal proceedings** are currently active against the company[190](index=190&type=chunk) [Item 1A. Risk Factors](index=37&type=page&id=Item%201A.%20Risk%20Factors) This section details significant risks primarily related to the pending merger with XOMA, including uncertainties regarding its completion, potential adverse effects on business and operations, the possibility of dissolution and liquidation if the merger fails, and risks associated with employee retention, business restrictions, termination fees, and the contingent value rights (CVRs) - The pending transaction with XOMA **may not be completed** as anticipated, potentially leading to a decline in stock price and requiring the company to pay termination fees (**up to $2.5 million**) or expense reimbursement (**up to $1.0 million**)[192](index=192&type=chunk)[193](index=193&type=chunk)[194](index=194&type=chunk) - **Failure to consummate** the merger or another strategic transaction could lead to dissolution and liquidation, with uncertain cash distribution to stockholders[195](index=195&type=chunk)[196](index=196&type=chunk)[197](index=197&type=chunk) - The announcement and pendency of the merger could **adversely affect** business, financial results, and operations, **including** challenges in employee retention and diversion of management's attention[198](index=198&type=chunk) - The company is **substantially dependent** on its remaining **12** full-time employees to facilitate the merger, and their loss could harm the ability to complete the transaction[199](index=199&type=chunk) - Stockholders **may not receive any payment** on the CVRs, and they may **expire valueless**, as payments are contingent on specific events[205](index=205&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=40&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities or issuer repurchases of equity securities during the period - **No unregistered sales** of equity securities[208](index=208&type=chunk) - **No issuer repurchases** of equity securities[209](index=209&type=chunk) [Item 3. Defaults Upon Senior Securities](index=40&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities during the period - **No defaults** upon senior securities[210](index=210&type=chunk) [Item 4. Mine Safety Disclosures](index=40&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - **Not applicable**[211](index=211&type=chunk) [Item 5. Other Information](index=40&type=section&id=Item%205.%20Other%20Information) No officers or directors adopted or terminated any Rule 10b5-1 trading arrangements during the six months ended June 30, 2025 - **No Rule 10b5-1 trading arrangements** were adopted or **terminated** by officers or directors during the period[212](index=212&type=chunk) [Item 6. Exhibits](index=41&type=section&id=Item%206.%20Exhibits) This section provides a list of exhibits filed with the Form 10-Q, including the Merger Agreement, Sublease Agreement, and various certifications - **Includes** the Agreement and Plan of Merger, dated August 4, 2025, by and among XOMA Royalty Corporation, XRA 4 Corp., and HilleVax, Inc. (Exhibit 2.1)[215](index=215&type=chunk) - **Includes** the Sublease Agreement, dated July 31, 2025, by and between HilleVax, Inc. and Stellaromics, Inc. (Exhibit 10.2)[215](index=215&type=chunk) - **Includes** certifications from the Principal Executive Officer and Principal Financial Officer (Exhibits 31.1, 31.2, 32.1, 32.2)[215](index=215&type=chunk) [Signatures](index=42&type=section&id=Signatures) The report is duly signed on behalf of HilleVax, Inc. by Robert Hershberg, M.D., Ph.D., Chairman, President and Chief Executive Officer, and Shane Maltbie, Chief Financial Officer, on August 6, 2025 - **Signed by** Robert Hershberg, M.D., Ph.D., Chairman, President and Chief Executive Officer[219](index=219&type=chunk) - **Signed by** Shane Maltbie, Chief Financial Officer[219](index=219&type=chunk) - **Date of signing**: August 6, 2025[219](index=219&type=chunk)

[Introduction](index=1&type=section&id=Introduction) HilleVax, a clinical-stage biopharmaceutical company focused on developing novel vaccines, announced its financial results for the quarter ended June 30, 2025, and a definitive merger agreement with XOMA Royalty Corporation - HilleVax, Inc. (Nasdaq: HLVX) is a clinical-stage biopharmaceutical company focused on developing and commercializing novel vaccines[2](index=2&type=chunk) - The company reported financial results for the quarter ended June 30, 2025, and announced a definitive merger agreement on August 4, 2025[2](index=2&type=chunk)[5](index=5&type=chunk) [Second Quarter Financial Highlights](index=1&type=section&id=Second%20Quarter%20Financial%20Results) Cash, cash equivalents, and marketable securities decreased to **$159.5 million**, with net loss improving to **$11.3 million** for the six months ended June 30, 2025 Cash, Cash Equivalents and Marketable Securities | Metric | June 30, 2025 (in millions) | December 31, 2024 (in millions) | | :--------------------------------- | :------------ | :---------------- | | Cash, cash equivalents and marketable securities | $159.5 | $171.4 | Operating Expenses | Expense Category | Six Months Ended June 30, 2025 (in millions) | Six Months Ended June 30, 2024 (in millions) | | :------------------------- | :----------------------------- | :----------------------------- | | Research and development | $3.3 | $52.6 | | General and administrative | $11.3 | $16.6 | - The decrease in research and development expenses was primarily due to lower clinical development costs, and the decrease in general and administrative expenses was due to lower personnel-related costs[3](index=3&type=chunk)[4](index=4&type=chunk) Other Income and Net Loss | Metric | Six Months Ended June 30, 2025 (in millions) | Six Months Ended June 30, 2024 (in millions) | | :----------- | :----------------------------- | :----------------------------- | | Other income | $3.3 | $5.3 | | Net loss | $11.3 | $87.5 | - The decrease in other income was driven by lower accretion of marketable securities[4](index=4&type=chunk) [Merger Transaction Announcement](index=1&type=section&id=Merger%20Transaction) HilleVax announced a definitive merger agreement with XOMA Royalty Corporation, offering stockholders **$1.95** cash per share plus a CVR, with the tender offer expected to close in September 2025 - On August 4, 2025, HilleVax entered into a definitive merger agreement with XOMA Royalty Corporation[5](index=5&type=chunk) - HilleVax stockholders will receive **$1.95** in cash per share of common stock at closing, plus one non-transferable contingent value right (CVR)[5](index=5&type=chunk) - XOMA Royalty will commence a tender offer by August 18, 2025, to acquire all outstanding shares, with the closing expected in September 2025, subject to customary conditions[5](index=5&type=chunk) [Additional Information and Where to Find It](index=1&type=section&id=Additional%20Information%20and%20Where%20to%20Find%20It) This section clarifies that the tender offer has not yet commenced and urges investors to read forthcoming SEC filings for important information - The tender offer described has not yet commenced and is for informational purposes only; it is neither a recommendation nor an offer to purchase or solicit an offer to sell shares[6](index=6&type=chunk) - Investors and security holders are urged to read the Tender Offer Materials (Schedule TO) and the Solicitation/Recommendation Statement (Schedule 14D-9) when they become available, as they will contain important information[6](index=6&type=chunk)[7](index=7&type=chunk) - These documents will be filed with the SEC and can be obtained for free from www.sec.gov or the investor relations sections of HilleVax and XOMA Royalty's websites[7](index=7&type=chunk) [Forward-Looking Statements](index=2&type=section&id=Forward-Looking%20Statements) This section contains cautionary forward-looking statements regarding the planned merger and CVR payments, highlighting various risks and uncertainties that could cause actual results to differ - Statements in this report that are not historical facts are forward-looking statements, based on current beliefs and expectations, regarding the planned completion and timing of the merger and CVR Agreement, and potential payments to stockholders[8](index=8&type=chunk) - Actual results may differ due to risks and uncertainties related to the transactions, including: failure to satisfy or waive closing conditions, possibility of competing offers, risk of untimely or incomplete transactions, associated costs, potential stockholder litigation, and the risk that CVR activities may not result in any value[8](index=8&type=chunk) - Investors are cautioned not to place undue reliance on these statements, which speak only as of the report date, and the company undertakes no obligation to update them[8](index=8&type=chunk) [Contact Information](index=2&type=section&id=Contact) Investor relations contact details are provided for inquiries - Contact for investor relations: Shane Maltbie, IR@hillevax.com, **+1-617-213-5054**[9](index=9&type=chunk) [Condensed Consolidated Financial Statements](index=3&type=section&id=Financial%20Statements) The company provided unaudited condensed consolidated statements of operations and balance sheet data, detailing significant reductions in operating expenses and net loss for the six months ended June 30, 2025, alongside a slight decrease in cash and total assets [Condensed Consolidated Statement of Operations Data](index=3&type=section&id=Condensed%20Consolidated%20Statement%20of%20Operations%20Data) Total operating expenses decreased significantly to **$14.6 million** from **$92.8 million** in 2024, leading to a net loss of **$11.3 million**, a substantial improvement from **$87.5 million** in the prior year | Operating Expenses (Six Months Ended June 30) | 2025 (in thousands) | 2024 (in thousands) | Change (in thousands) | | :------------------------------------ | :------------------ | :------------------ | :-------------------- | | Research and development | $3,311 | $52,579 | -$49,268 | | In-process research and development | — | $15,325 | -$15,325 | | General and administrative | $11,278 | $16,621 | -$5,343 | | Impairment charges | — | $8,235 | -$8,235 | | **Total operating expenses** | **$14,589** | **$92,760** | **-$78,171** | | Income Statement (Six Months Ended June 30) | 2025 (in thousands) | 2024 (in thousands) | Change (in thousands) | | :------------------------------------ | :------------------ | :------------------ | :-------------------- | | Loss from operations | $(14,589) | $(92,760) | $78,171 | | Total other income, net | $3,262 | $5,263 | -$2,001 | | **Net loss** | **$(11,327)** | **$(87,497)** | **$76,170** | | Net loss per share, basic and diluted | $(0.23) | $(1.79) | $1.56 | | Weighted-average shares outstanding | 50,047,899 | 48,819,729 | 1,228,170 | [Condensed Consolidated Balance Sheet Data](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheet%20Data) As of June 30, 2025, HilleVax reported cash, cash equivalents, and marketable securities of **$159.5 million**, with total assets at **$174.9 million** and total liabilities at **$27.1 million** | Balance Sheet Item | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | Change (in thousands) | | :--------------------------------- | :--------------------------- | :------------------------------- | :-------------------- | | Cash, cash equivalents and marketable securities | $159,547 | $171,432 | -$11,885 | | Total assets | $174,914 | $192,690 | -$17,776 | | Total liabilities | $27,095 | $38,204 | -$11,109 | | Total stockholders' equity | $147,819 | $154,486 | -$6,667 |

Core Viewpoint - HilleVax, Inc. reported its financial results for the second quarter of 2025 and announced a merger agreement with XOMA Royalty Corporation, which will acquire all outstanding shares of HilleVax for $1.95 per share in cash, along with contingent value rights [1][4]. Financial Results - As of June 30, 2025, HilleVax had cash, cash equivalents, and marketable securities totaling $159.5 million, a decrease from $171.4 million as of December 31, 2024 [2][12]. - Research and development expenses for the six months ended June 30, 2025, were $3.3 million, significantly lower than $52.6 million for the same period in 2024, primarily due to reduced clinical development costs [2][10]. - General and administrative expenses decreased to $11.3 million for the six months ended June 30, 2025, compared to $16.6 million for the same period in 2024, attributed to lower personnel-related costs [3][10]. - The net loss for the six months ended June 30, 2025, was $11.3 million, a substantial reduction from $87.5 million for the same period in 2024 [3][10]. Merger Transaction - On August 4, 2025, HilleVax announced a definitive merger agreement with XOMA Royalty Corporation, where stockholders will receive $1.95 in cash per share, plus one non-transferable contingent value right [4]. - The tender offer for HilleVax's common stock is expected to commence by August 18, 2025, with the closing anticipated in September 2025, subject to customary closing conditions [4].

Core Viewpoint - Rowley Law PLLC is investigating potential securities law violations by HilleVax, Inc. related to its proposed acquisition by XOMA Royalty Corporation, where stockholders will receive $1.95 in cash and one contingent value right for each share held, with the transaction expected to close in September 2025 [1]. Group 1 - HilleVax, Inc. is under investigation for potential securities law violations concerning its acquisition by XOMA Royalty Corporation [1]. - Stockholders of HilleVax will receive $1.95 in cash and one contingent value right for each share they hold as part of the acquisition deal [1]. - The acquisition transaction is anticipated to close in September 2025 [1]. Group 2 - Rowley Law PLLC represents shareholders in class actions and derivative lawsuits in complex corporate litigation [3]. - Additional information regarding the investigation can be obtained by contacting Rowley Law PLLC [2].

Group 1: HilleVax, Inc. - HilleVax will be acquired by XOMA Royalty Corporation for $1.95 in cash per share plus one non-transferable contingent value right (CVR) [2] - The investigation focuses on whether the HilleVax Board breached its fiduciary duties by failing to conduct a fair process and whether the consideration provides fair value to shareholders [2] Group 2: Steelcase Inc. - Steelcase will be acquired by HNI Corporation for $7.20 in cash and 0.2192 shares of HNI common stock for each share of Steelcase [4] - The implied per share purchase price is $18.30 based on HNI's closing share price of $50.62 on August 1, 2025 [4] - The investigation concerns whether the Steelcase Board breached its fiduciary duties by failing to conduct a fair process and whether the consideration provides fair value to shareholders [4] Group 3: LAVA Therapeutics N.V. - LAVA will be acquired by XOMA Royalty Corporation for between $1.16 and $1.24 per share in cash, plus a non-transferable CVR [6] - The cash amount consists of a base price of $1.16 per share and an additional amount of up to $0.08 per share [6] - The investigation focuses on whether the LAVA Board breached its fiduciary duties by failing to conduct a fair process and whether the consideration provides fair value to shareholders [6] Group 4: Arcadia Biosciences, Inc. - Arcadia will be acquired by Roosevelt Resources LP, with current equity owners of Roosevelt and Arcadia shareholders expected to own approximately 90% and 10% of the combined company, respectively [8] - The investigation concerns whether the Arcadia Board breached its fiduciary duties by failing to conduct a fair process and the potential dilution of shareholders in the combined company [8]

Core Viewpoint - The Ademi Firm is investigating HilleVax for potential breaches of fiduciary duty and other legal violations related to its transaction with XOMA Royalty Corporation [1] Transaction Details - HilleVax shareholders will receive $1.95 per share in cash along with contingent value rights (CVR) that may provide additional payments based on HilleVax's remaining cash above $102.95 million, savings from Boston office lease obligations, and proceeds from the sale of the company's norovirus vaccine programs within specified timeframes [2] - HilleVax insiders are set to receive substantial benefits as part of the change of control arrangements [2] Investigation Focus - The transaction agreement imposes significant penalties on HilleVax for accepting competing bids, which may limit competing transactions unreasonably [3] - The investigation is centered on the conduct of HilleVax's board of directors and whether they are fulfilling their fiduciary duties to all shareholders [3]

Group 1 - U.S. stock futures are higher, with Dow futures gaining over 200 points [1] - Kosmos Energy Ltd. reported a quarterly loss of 19 cents per share, worse than the expected loss of 7 cents per share [1] - Kosmos Energy's quarterly sales were $393.518 million, missing the analyst consensus estimate of $415.094 million [1] Group 2 - Kosmos Energy shares dipped 2.9% to $1.89 in pre-market trading [2] - Replimune Group, Inc. shares tumbled 38% to $4.75 in pre-market trading [4] - VerifyMe, Inc. fell 8.2% to $1.11 in pre-market trading after a 13% decline on Friday [4] - Microvast Holdings, Inc. declined 5.3% to $2.86 in pre-market trading [4] - PROS Holdings, Inc. fell 5.2% to $14.12 in pre-market trading [4] - KT Corporation fell 3.4% to $19.68 in pre-market trading [4] - HilleVax, Inc. fell 2% to $2.00 in pre-market trading after agreeing to be acquired by XOMA Royalty for $1.95 in cash per share [4]