– Takeda regains a majority of XOMA Royalty’s royalty interest in mezagitamab (TAK-079) –– XOMA Royalty will be entitled to payments based on a share of milestones and royalties associated with nine development-stage assets held within Takeda’s externalized assets portfolio – EMERYVILLE, Calif., Dec. 30, 2025 (GLOBE NEWSWIRE) -- XOMA Royalty Corporation (NASDAQ: XOMA), the biotech royalty aggregator, announced today it has amended its collaboration, originally established in 2006, with Takeda through a stra ...

Core Insights - XOMA Royalty Corporation has announced an agreement to acquire Generation Bio Co. for $4.2913 per share, with additional contingent value rights (CVR) for stockholders [1][2][3] Acquisition Details - The acquisition involves a cash tender offer for all outstanding shares of Generation Bio common stock, with the closing expected in February 2026 [3][4] - Generation Bio's board has unanimously approved the merger, determining it to be in the best interests of stockholders [2][4] - Approximately 15% of Generation Bio stockholders have signed support agreements to tender their shares in the offer [4] Financial Aspects - The CVR entitles holders to potential payments based on various conditions, including net cash at closing exceeding $29 million and savings realized from XOMA Royalty's Cambridge office lease obligations [7] - Payments from Generation Bio's existing license agreement with Moderna will also be shared with CVR holders, potentially delivering up to 90% of such payments [7] Company Background - XOMA Royalty is a biotechnology royalty aggregator that acquires future economic rights associated with therapeutic candidates licensed to pharmaceutical companies [6] - Generation Bio focuses on delivering small interfering RNA (siRNA) therapies using cell-targeted lipid nanoparticles [8]

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].

Core Insights - XOMA Royalty Corporation has completed the acquisition of LAVA Therapeutics N.V., with shareholders receiving $1.04 in cash per share and a contingent value right (CVR) [1][2] - The acquisition aligns with XOMA's strategy of enhancing its portfolio through partnerships with established oncology firms like Johnson & Johnson and Pfizer, potentially leading to significant value creation [2][3] Acquisition Details - The acquisition involved a total of 23,956,708 shares validly tendered, representing approximately 91.1% of the outstanding shares as of the final expiration date [2] - Following the acquisition, LAVA underwent a corporate reorganization, resulting in XOMA acquiring 100% of LAVA's shares, with remaining shareholders receiving the same cash and CVR consideration [3] Financial Aspects - LAVA shareholders are entitled to receive 75% of net proceeds from LAVA's partnered assets and any out-licensed or sold unpartnered programs, along with potential additional payments of up to approximately $0.23 per CVR [1][2] - The acquisition is expected to drive future milestones and royalties, enhancing the financial outlook for both XOMA and LAVA CVR holders [2] Legal and Advisory Information - XOMA Royalty was advised by Gibson, Dunn & Crutcher LLP and Loyens & Loeff N.V., while LAVA was represented by Leerink Partners and Cooley LLP [4]

Core Insights - XOMA Royalty reported a quarterly loss of $0.35 per share, significantly worse than the Zacks Consensus Estimate of a loss of $0.02, representing an earnings surprise of -1,650% [1] - The company generated revenues of $9.35 million for the quarter ended September 2025, missing the Zacks Consensus Estimate by 25.7%, but showing an increase from $7.2 million in the same quarter last year [2] - XOMA Royalty shares have increased by approximately 31.2% year-to-date, outperforming the S&P 500's gain of 16.4% [3] Earnings Outlook - The current consensus EPS estimate for the upcoming quarter is $0.15 on revenues of $13.46 million, and for the current fiscal year, it is $0.62 on revenues of $55.05 million [7] - The estimate revisions trend for XOMA Royalty was mixed prior to the earnings release, resulting in a Zacks Rank 3 (Hold), indicating expected performance in line with the market [6] Industry Context - The Medical - Biomedical and Genetics industry, to which XOMA Royalty belongs, is currently ranked in the top 34% of over 250 Zacks industries, suggesting a favorable outlook compared to lower-ranked industries [8] - VistaGen Therapeutics, another company in the same industry, is expected to report a quarterly loss of $0.51 per share, reflecting a year-over-year change of -21.4% [9]

Financial Performance - In Q3 2025, XOMA Royalty reported income of $9.4 million, up from $7.2 million in Q3 2024, and year-to-date income of $38.4 million compared to $19.8 million in the same period last year[10]. - The company recorded net income of $14.1 million for Q3 2025, a significant improvement from a net loss of $17.2 million in Q3 2024[17]. - Total income and revenues for the three months ended September 30, 2025, were $9,351,000, an increase of 30% compared to $7,197,000 for the same period in 2024[25]. - Net income for the three months ended September 30, 2025, was $14,100,000, compared to a net loss of $17,243,000 for the same period in 2024[25]. - Basic net income per share available to common stockholders for the three months ended September 30, 2025, was $0.74, compared to a loss of $1.59 per share for the same period in 2024[25]. - Net income for the nine months ended September 30, 2025, was $25,609, compared to a net loss of $9,853 in the same period of 2024[29]. Cash and Assets - XOMA Royalty received $43.9 million in cash from partners in the first nine months of 2025, including $30.3 million in royalties and $13.6 million in milestone payments[10]. - XOMA Royalty's cash and cash equivalents stood at $130.6 million as of September 30, 2025, including $85.4 million in restricted cash[18]. - Cash and cash equivalents decreased to $45,189,000 as of September 30, 2025, from $101,654,000 as of December 31, 2024[27]. - Total assets increased to $263,151,000 as of September 30, 2025, compared to $221,277,000 as of December 31, 2024[27]. - Cash, cash equivalents, and restricted cash at the end of the period totaled $130,553, down from $146,816 at the end of the previous year[29]. Expenses - R&D expenses for the first nine months of 2025 were $1.4 million, a decrease from $2.0 million in the same period of 2024[11]. - General and Administrative expenses for the first nine months of 2025 were $25.7 million, down from $27.5 million in the same period of 2024[12]. - Research and development expenses for the three months ended September 30, 2025, were $69,000, a significant decrease from $817,000 for the same period in 2024[25]. - General and administrative expenses for the three months ended September 30, 2025, were $9,734,000, compared to $8,020,000 for the same period in 2024[25]. Acquisitions and Investments - The company completed acquisitions of Turnstone Biologics for $0.34 per share and HilleVax for $1.95 per share, and announced the acquisition of LAVA Therapeutics[2][6]. - XOMA Royalty expects to secure economic interests in two partnered assets through the acquisition of LAVA Therapeutics, including PF-08046052 and JNJ-89853413[6]. - The company reported gains on acquisitions of $18,004,000 for the three months ended September 30, 2025[25]. - The company acquired net cash of $46,832 in the HilleVax acquisition and $3,943 in the Turnstone acquisition[29]. Dividends and Cash Flow - XOMA Royalty paid $1.4 million in dividends on its Perpetual Preferred stocks during Q3 2025[19]. - Net cash provided by operating activities was $8,372, a significant improvement from a cash used of $10,845 in the prior year[29]. - The company reported a net cash increase of $24,137 in cash, cash equivalents, and restricted cash during the period, compared to a decrease of $12,734 in the previous year[29]. - Cash paid for interest increased to $11,906 from $9,985 year-over-year[29]. - Payments of consideration under RPAs, AAAs, and CPPAs totaled $8,000, down from $37,000 in the previous year[29]. - The company recognized a gain on the sale of equity securities amounting to $6,999[29]. - Principal payments on debt were $10,598, compared to $6,902 in the prior year[29]. - The company reported an adjustment for income from EIR method purchased receivables of $627, compared to a negative adjustment of $9,985 in the previous year[29]. Future Outlook - The company anticipates several clinical readouts in the coming months that could significantly impact its business trajectory[5].

Financial Performance - Net income for the three and nine months ended September 30, 2025, was $14.1 million and $25.6 million, respectively, with an accumulated deficit of $1.2 billion as of September 30, 2025[302]. - Total income and revenues for the three months ended September 30, 2025, were $9,351,000, an increase of 30% compared to $7,197,000 in 2024; for the nine months ended September 30, 2025, total income and revenues were $38,392,000, up 94% from $19,773,000 in 2024[322]. - Income from purchased receivables under the EIR method for the three months ended September 30, 2025, was $6,962,000, a 28% increase from $5,423,000 in 2024; for the nine months, it rose to $19,039,000 from $9,985,000, reflecting a 91% increase[324]. - Total cash receipts from royalties and commercial payments for the nine months ended September 30, 2025, amounted to $30.3 million, up from $18.2 million in 2024, reflecting a year-over-year increase of 66%[343]. - Cash and cash equivalents as of September 30, 2025, were $45,189,000, a decrease of 56% from $101,654,000 as of December 31, 2024; working capital decreased to $82,402,000 from $101,230,000, a decline of 18%[339]. Acquisitions and Investments - The company completed the acquisition of HilleVax for a total purchase consideration of $105.3 million, recognizing a $17.9 million bargain purchase gain[303][304]. - The acquisition of Turnstone was completed for $9.6 million, resulting in a $1.8 million bargain purchase gain[305]. - The company entered into an agreement to acquire all remaining rights to milestone payments and royalties from BioInvent for $20.0 million, with an additional $10.0 million contingent payment upon FDA approval of mezagitamab[314]. - The company is eligible to receive up to $270 million in upfront and milestone payments from the Kinnate acquisition, with royalty payments ranging from low single digits to mid-teens on commercial sales[315]. - The company plans to acquire LAVA with a base price of $1.16 per share, with the acquisition not yet closed as of the report date[308]. - The company has set aside $39.9 million in restricted cash for the Mural acquisition, which has not yet closed[309]. Milestone Payments - A milestone payment of $5.0 million was earned from Rezolute upon dosing the last patient in its Phase 3 trial of ersodetug (RZ358)[312]. - A milestone payment of $3.0 million was earned from Takeda upon dosing the first patient in its Phase 3 clinical trial of mezagitamab[317]. - The company has potential future milestone payments totaling $12.1 million that are contingent upon the achievement of specific developmental milestones by licensees[355]. Expenses and Financial Management - Total research and development expenses for the three months ended September 30, 2025, were $817,000, a decrease of 88% from $1,431,000 in 2024; for the nine months, expenses were $2,011,000, down 29% from $2,845,000 in 2024[329]. - General and administrative expenses for the three months ended September 30, 2025, were $9,734,000, an increase of 21% from $8,020,000 in 2024; for the nine months, expenses decreased to $25,682,000 from $27,485,000, a reduction of 7%[331]. - Interest expense for the three months ended September 30, 2025, was $3,301,000, a decrease of 6% from $3,493,000 in 2024; for the nine months, it decreased to $10,004,000 from $10,446,000, a reduction of 4%[333]. - There were no credit losses on purchased receivables for the three or nine months ended September 30, 2025; in contrast, credit losses were $23,000,000 for the nine months ended September 30, 2024[332]. Cash Flow and Financing - Net cash provided by operating activities for the nine months ended September 30, 2025, was $8.4 million, a significant increase of $19.2 million compared to a net cash used of $(10.8) million in the same period of 2024[340]. - Net cash provided by investing activities was $31.5 million, primarily driven by net cash acquired in the HilleVax acquisition of $46.8 million and the sale of equity securities for $7.0 million[341]. - Net cash used in financing activities totaled $15.8 million, mainly due to principal repayments on the Blue Owl Loan of $10.6 million and dividend payments of $4.1 million on preferred stock[342]. - The stock repurchase program authorized by the Board allows for the purchase of up to $50.0 million of common stock, with $2.4 million repurchased as of September 30, 2025[350]. - The company plans to seek additional capital through its 2025 Common Stock ATM Agreement or other public or private debt or equity transactions, depending on market conditions[345]. Tax and Liabilities - The company recorded an income tax expense of $49,000 for the three and nine months ended September 30, 2025, primarily related to a deferred tax liability from the acquisition of HilleVax[338]. - The company expects to incur approximately $41.7 million in undiscounted costs under the Boston Lease acquired as part of the HilleVax acquisition, which expires on December 31, 2032[349]. Preferred Stock Dividends - Holders of Series A Preferred Stock are entitled to cumulative cash dividends at a rate of 8.625%, while Series B Preferred Stock holders receive dividends at a rate of 8.375%[356].