Core Viewpoint - XOMA Royalty Corporation has successfully completed the acquisition of Mural Oncology plc, with shareholders receiving $2.035 in cash per share as part of the transaction [1][2]. Acquisition Details - The acquisition was approved by Mural shareholders during a special meeting on October 24, 2025, and was sanctioned by the Irish High Court on December 3, 2025 [2]. - The acquisition became effective on December 5, 2025, following the delivery of the court order to the Irish Companies Registration Office [2]. Trading and Delisting - Mural's shares ceased trading on Nasdaq prior to the market opening on December 5, 2025, and the company plans to delist and deregister its shares under the Securities Exchange Act of 1934 [3]. Advisory Information - XOMA Royalty was advised by Gibson, Dunn & Crutcher LLP and Mason Hayes & Curran LLP, while Davy Corporate Finance UC acted as its financial advisor [4]. - Mural was advised by Lucid Capital Markets, LLC, with legal support from Wilmer Cutler Pickering Hale and Dorr LLP and Arthur Cox LLP [4]. Company Overview - XOMA Royalty Corporation operates as a biotechnology royalty aggregator, acquiring future economic rights associated with therapeutic candidates licensed to pharmaceutical or biotechnology companies [5]. - The company provides non-dilutive funding to sellers, enabling them to advance their internal drug candidates or for general corporate purposes [5].

Core Viewpoint - Mural Oncology plc has announced the effective completion of a scheme of arrangement under which XRA 5 Corp., a subsidiary of XOMA Royalty Corporation, will acquire the entire issued share capital of Mural as of December 5, 2025 [1]. Group 1: Acquisition Details - The acquisition scheme became effective on December 5, 2025, allowing XRA 5 Corp. to acquire all shares of Mural [1]. - Distribution of cash consideration to Mural's shareholders is expected to begin shortly after the effective date, with completion anticipated by December 19, 2025 [2]. - Mural's shares were officially canceled from trading on the Nasdaq Global Market as of 8:00 PM (U.S. Eastern Time) on December 4, 2025 [3]. Group 2: Regulatory Compliance - The announcement complies with the Irish Takeover Rules, and the directors of Mural have confirmed the accuracy of the information provided [7]. - The announcement will be made available on Mural's website in accordance with Rule 26.1 of the Irish Takeover Rules [12].

Core Viewpoint - Mural Oncology plc has received approval from the High Court of Ireland for a scheme of arrangement that will allow XRA 5 Corp., a subsidiary of XOMA Royalty Corporation, to acquire all issued shares of Mural [1] Group 1: Acquisition Details - The scheme and acquisition will take effect upon the delivery of the Court Order to the Irish Registrar of Companies [2] - The effective date for the acquisition is expected to be December 5, 2025, with trading of Mural shares on Nasdaq ceasing on December 4, 2025 [3] - The cancellation of Mural shares from trading on the Nasdaq Global Market is anticipated to occur at 8:00 PM (U.S. Eastern Time) on December 4, 2025 [3] Group 2: Financial Considerations - Distribution of cash consideration to scheme shareholders is expected to begin shortly after the effective date, with completion anticipated by December 19, 2025 [4]

Core Viewpoint - Mural Oncology plc has finalized the cash consideration for its shareholders at $2.035 per share as part of the acquisition by XOMA Royalty Corporation, with the additional price per share determined to be $0.000 [1][2]. Group 1: Acquisition Details - The acquisition involves XOMA Royalty's wholly-owned subsidiary, XRA 5 Corp., acquiring the entire issued and to be issued share capital of Mural under an Irish High Court sanctioned scheme of arrangement [2]. - The acquisition is expected to close in early December 2025, pending the satisfaction of closing conditions and the sanction of the scheme by the Irish High Court [3]. Group 2: Financial Implications - The total cash consideration payable to Mural shareholders upon closing of the acquisition will be $2.035 per share [1].

Revenue and Financial Performance - The company has not recognized any revenue through September 30, 2025, and does not expect to generate substantial product revenue in the near future [125]. - Other income for the three months ended September 30, 2025 was $0.3 million, down from $2.3 million in 2024, primarily due to reduced interest income [134]. - Other income for the nine months ended September 30, 2025 was $2.4 million, down from $8.2 million in 2024, mainly due to decreased interest income from cash and marketable securities [139]. - For the nine months ended September 30, 2025, the net cash used in operating activities was $86.6 million, primarily due to a net loss of $84.8 million [152]. - For the nine months ended September 30, 2024, net cash used in operating activities was $96.8 million, resulting from a net loss of $94.2 million [153]. Cash and Funding - A cash contribution of $275.0 million was received from the Former Parent in the fourth quarter of 2023 at the time of the Separation [113]. - The company received a cash contribution of $275.0 million from the Former Parent on November 14, 2023, as part of the Separation [141]. - The company expects to fund its operating expenses and capital requirements for at least twelve months following September 30, 2025, based on current cash and cash equivalents [142]. - The cash, cash equivalents, and restricted cash at the end of the period were $60.6 million, down from $271.1 million at the beginning of the period [151]. - The company has entered into an "at-the-market" offering agreement with Jefferies LLC for up to $75.0 million, with no shares sold under this agreement as of September 30, 2025 [150]. Research and Development - R&D expenses for the three months ended September 30, 2025 decreased by $4.3 million to $27.6 million compared to $31.9 million in 2024, primarily due to the cessation of all R&D activities following restructuring [132]. - Total R&D expenses for the nine months ended September 30, 2025 were $46.4 million, a decrease of $35.6 million from $82.0 million in 2024, attributed to the wind-down of R&D activities [136]. - The company has ceased all remaining development activities on its preclinical programs as of June 3, 2025 [104]. - The ARTISTRY-7 trial of nemvaleukin did not achieve its primary endpoint, leading to the cessation of its development for platinum-resistant ovarian cancer [104]. Workforce and Restructuring - The company announced a reduction in workforce by approximately 90% following the discontinuation of clinical development of nemvaleukin [119]. - Restructuring and impairment charges for the nine months ended September 30, 2025 totaled $17.5 million, including $9.5 million in employee-related costs and $5.5 million in impairment charges [138]. Corporate Structure and Compliance - The company operates as an independent, publicly traded company under the symbol "MURA" since November 16, 2023, following the Separation [114]. - The company is prohibited from taking actions that would prevent the Separation from qualifying as tax-free for U.S. federal income tax purposes for a four-year period [121]. - The company has not made significant changes to its critical accounting policies or estimates since the last reporting period [163]. Lease and Other Financial Obligations - The remaining contractual operating lease liability associated with the Winter Street Lease was $3.5 million as of September 30, 2025 [161]. - The company entered into sub-leases that are expected to generate a total annualized fixed base rent of $1.2 million from August 2024 to April 2026 [159][160]. - Net cash provided by financing activities was $28 thousand for the nine months ended September 30, 2025, primarily from the issuance of ordinary shares under employee share plans [156]. - The company had $9.8 million in cash used by working capital changes for the nine months ended September 30, 2025 [152].

Core Points - Mural Oncology plc's shareholders approved the acquisition by XRA 5 Corp, a subsidiary of XOMA Royalty Corporation, with over 99% of votes in favor at both the Scheme Meeting and Extraordinary General Meeting held on October 24, 2025 [1][4][10] Acquisition Details - The acquisition agreement stipulates that Mural shareholders will receive a base cash price of $2.035 per share, based on an estimated closing net cash of approximately $36.2 million [2][3] - The total value of Mural's issued share capital is approximately $36.2 million, excluding any additional cash that may be payable [3] - The acquisition is expected to close in the fourth quarter of 2025, pending customary closing conditions and approval from the High Court of Ireland [3] Voting Results - At the Scheme Meeting, 10,103,706 shares (99.20%) voted in favor of the proposal, representing 58.31% of the total shares outstanding [8][9] - At the EGM, 10,607,228 shares (99.16%) approved the proposal, with 10,647,967 shares (99.54%) voting in favor of the amendment to the articles of association [10][10]

Core Viewpoint - Mural Oncology plc has published a definitive proxy statement regarding its acquisition by XOMA Royalty Corporation, which is set to be voted on by shareholders in an upcoming meeting [1][2][3]. Group 1: Acquisition Details - The acquisition involves XRA 5 Corp., a wholly owned subsidiary of XOMA Royalty, acquiring the entire issued share capital of Mural through a scheme of arrangement sanctioned by the Irish High Court [2]. - The Proxy Statement includes essential information for Mural shareholders, such as the terms and conditions of the acquisition, voting instructions, and necessary legal disclosures [3][12]. Group 2: Shareholder Meetings - A scheme meeting for Mural shareholders is scheduled for October 24, 2025, at 10:30 a.m. Irish local time, followed by an extraordinary general meeting at 10:45 a.m. [6]. - Both meetings will take place at Ten Earlsfort Terrace, Dublin, Ireland [6]. Group 3: Company Background - Mural Oncology is a biotechnology company focused on developing cytokine-based immunotherapies for cancer treatment [7]. - The company has faced challenges, including the discontinuation of its nemvaleukin development after failing to meet primary endpoints in clinical trials [8].

Core Viewpoint - Mural Oncology plc has entered into a definitive agreement with XOMA Royalty Corporation for the acquisition of Mural's entire issued share capital, which is seen as beneficial for Mural shareholders following a strategic review process [1][52]. Transaction Details - The acquisition will provide Mural shareholders with a base cash price of $2.035 per share, with the potential for an additional cash amount of up to $0.205 per share based on Mural's Closing Net Cash exceeding estimated amounts [2][54]. - The total valuation of Mural's share capital in the acquisition is approximately $36.2 million, excluding any additional payments [4][56]. - The acquisition is expected to close by the end of 2025, subject to shareholder approval and High Court sanction [9][53]. Strategic Review Background - Mural Oncology is focused on developing cytokine-based immunotherapies for cancer treatment [13][63]. - Following unsuccessful clinical trials, Mural decided to explore strategic alternatives to maximize shareholder value, leading to the acquisition proposal from XOMA Royalty [14][64]. - The Mural Board evaluated various options, including liquidation and reverse takeovers, concluding that the acquisition was the best route for shareholder value [71][72]. Board Recommendations - The Mural Board, advised by Lucid Capital Markets, considers the acquisition terms fair and reasonable, recommending that shareholders vote in favor [8][73]. - Mural directors holding approximately 0.42% of shares have committed to vote in favor of the acquisition [7][74].

Core Viewpoint - Mural Oncology has fully discontinued all R&D programs, including its lead candidate nemvaleukin alfa, and is now exploring strategic alternatives such as a sale or liquidation, following a significant net loss in Q2 2025 [1][4][10] Financial Performance - The company reported a net loss per share (GAAP) of ($2.78) in Q2 2025, significantly worse than the consensus estimate of ($1.00) and a 49.5% increase from the ($1.86) loss in Q2 2024 [2][8] - Cash and cash equivalents decreased sharply from $144.4 million at the end of 2024 to $77.1 million by June 30, 2025 [2][8] - Research and development expenses fell to $23.3 million in Q2 2025 from $27.5 million a year earlier, primarily due to reduced employee-related expenses and decreased spending on clinical trials [2][6] - General and administrative expenses rose to $8.7 million in Q2 2025, up from $6.7 million in Q2 2024, largely due to severance and advisory fees related to downsizing [2][7] - Restructuring and impairment expenses totaled $17.5 million in Q2 2025, reflecting costs associated with terminating leases and contracts [2][7] Strategic Shift - Mural Oncology has transitioned into wind-down mode, with all drug programs, including early-stage preclinical research, now canceled [5][6] - The company's future value is now tied almost entirely to its remaining cash and the pursuit of strategic transactions, with no ongoing operations or product prospects [4][10] - Management's guidance for year-end cash estimates ranges from $43 million to $48 million as of December 31, 2025, contingent on executing a strategic alternative [9][10]

[Cautionary Statement Regarding Forward-Looking Statements](index=3&type=section&id=CAUTIONARY%20STATEMENT%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) This section warns that forward-looking statements are subject to substantial risks and uncertainties, and actual results may differ - Forward-looking statements are based on current expectations and assumptions, and actual results may differ materially due to inherent uncertainties, risks, and changes in circumstances[8](index=8&type=chunk) - Key areas of forward-looking statements include strategic alternatives, post-Separation relationships, product candidate development, manufacturing, funding, safety, business model, intellectual property, expenses, collaborations, regulatory developments, and indemnification liabilities[8](index=8&type=chunk) - Important factors that could cause actual results to differ materially are further described in Part II, Item 1A, 'Risk Factors'[9](index=9&type=chunk) [Summary of the Material Risks Associated with Our Business](index=4&type=section&id=SUMMARY%20OF%20THE%20MATERIAL%20RISKS%20ASSOCIATED%20WITH%20OUR%20BUSINESS) This section summarizes significant risks that could materially affect the Company's business, prospects, and financial condition - Impact of global economic and political developments (inflation, interest rates, capital market disruptions) on R&D efforts and share value[11](index=11&type=chunk) - Uncertainty in identifying and implementing strategic transactions, with potential negative consequences or failure to realize anticipated benefits[11](index=11&type=chunk) - Corporate restructuring and headcount reduction may not yield anticipated savings and could disrupt business operations[11](index=11&type=chunk) - Limited operating history as a standalone company makes business valuation and prospect prediction challenging[11](index=11&type=chunk) - Significant and anticipated ongoing losses, with no approved products or product sales revenue to date[12](index=12&type=chunk) - Need for additional funding to advance product candidates, which may not be available on acceptable terms, potentially leading to program delays or scaling back[12](index=12&type=chunk) - Lengthy, expensive, and uncertain biopharmaceutical product development process, with risks of unexpected costs, delays, or inability to complete development and commercialization[12](index=12&type=chunk) - Potential for side effects or undesirable properties of product candidates to delay or halt clinical trials, prevent regulatory approval, or result in negative post-marketing consequences[12](index=12&type=chunk) - Challenges in obtaining or maintaining adequate patent protection, leading to competition and decreased market share[12](index=12&type=chunk) - Risks related to the tax-free status of the Separation and Distribution, potentially leading to significant tax liabilities and indemnification obligations[13](index=13&type=chunk) - Status as an 'emerging growth company' and 'smaller reporting company' may make ordinary shares less attractive to investors[13](index=13&type=chunk) - Volatility in the price of ordinary shares, potentially unrelated to operations, and the risk of an inactive trading market[13](index=13&type=chunk) [Part I. Financial Information](index=6&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section presents the Company's unaudited financial statements and management's discussion and analysis [Item 1. Financial Statements (Unaudited)](index=6&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) This section presents the unaudited condensed consolidated financial statements, covering balance sheets, operations, equity, and cash flows [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The condensed consolidated balance sheets provide a snapshot of the Company's financial position at June 30, 2025, and December 31, 2024, detailing assets, liabilities, and equity | ASSETS (in K) | June 30, 2025 | December 31, 2024 | | :-------------------- | :------------ | :---------------- | | Cash and cash equivalents | $77,094 | $115,462 | | Marketable securities | — | $28,923 | | Total current assets | $81,556 | $152,917 | | TOTAL ASSETS | $87,555 | $169,394 | | LIABILITIES AND EQUITY (in K) | June 30, 2025 | December 31, 2024 | | :-------------------- | :------------ | :---------------- | | Total current liabilities | $28,418 | $26,195 | | Total liabilities | $28,772 | $28,892 | | Total equity | $58,783 | $140,502 | | TOTAL LIABILITIES AND EQUITY | $87,555 | $169,394 | - Cash and cash equivalents decreased by **$38.368 million** from December 31, 2024, to June 30, 2025. Total assets decreased by **$81.839 million**, while total equity decreased by **$81.719 million** over the same period[16](index=16&type=chunk) [Condensed Consolidated Statements of Operations and Comprehensive Loss](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) This statement details the Company's operating expenses, operating loss, other income, net loss, and comprehensive loss for the three and six months ended June 30, 2025, and 2024 Operating Results (in K, except share and per share amounts) | Operating Expenses (in K) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Research and development | $23,277 | $27,544 | $50,702 | $54,412 | | General and administrative | $8,079 | $6,733 | $15,038 | $13,898 | | Restructuring and impairment | $17,486 | — | $17,486 | — | | Total operating expenses | $48,842 | $34,277 | $83,226 | $68,310 | | Operating loss (in K) | $(48,842) | $(34,277) | $(83,226) | $(68,310) | | Other income (in K) | $860 | $2,713 | $2,107 | $5,829 | | Net loss (in K) | $(47,982) | $(31,564) | $(81,119) | $(62,481) | | Net loss per ordinary share - basic and diluted ($) | $(2.78) | $(1.86) | $(4.71) | $(3.71) | - Net loss increased significantly for both the three-month period (from **$(31,564)K** to **$(47,982)K**) and six-month period (from **$(62,481)K** to **$(81,119)K**) ended June 30, 2025, primarily due to restructuring and impairment charges[19](index=19&type=chunk) [Condensed Consolidated Statements of Equity (Deficit)](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Equity%20(Deficit)) This statement outlines the changes in the Company's equity (deficit) for the periods ended June 30, 2025, and June 30, 2024, reflecting net losses, share issuances, and share-based compensation Changes in Equity (in K, except share data) | Item | Balance, Dec 31, 2024 | Q1 2025 Activity | Balance, Mar 31, 2025 | Q2 2025 Activity | Balance, Jun 30, 2025 | | :-------------------------------- | :-------------------- | :--------------- | :-------------------- | :--------------- | :-------------------- | | Ordinary Shares (Shares) | 17,095,371 | 169,446 | 17,264,817 | 9,720 | 17,274,537 | | Ordinary Shares (Amount in K) | $171 | $2 | $173 | $0 | $173 | | Additional Paid-in Capital (in K) | $299,682 | $539 | $300,221 | $(1,121) | $299,100 | | Other Comprehensive (Loss)/Gain (in K) | $20 | $(19) | $1 | $(1) | $0 | | Accumulated Deficit (in K) | $(159,371) | $(33,137) | $(192,508) | $(47,982) | $(240,490) | | Total Equity (in K) | $140,502 | $(32,615) | $107,887 | $(49,104) | $58,783 | - Total equity decreased from **$140,502 thousand** at December 31, 2024, to **$58,783 thousand** at June 30, 2025, primarily due to accumulated net losses[22](index=22&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This statement summarizes the cash inflows and outflows from operating, investing, and financing activities for the six months ended June 30, 2025, and 2024