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]

Core Insights - Mural Oncology is exploring strategic alternatives to maximize shareholder value after discontinuing clinical development of its lead product candidate, nemvaleukin alfa [1][2] - The company has implemented significant cost-saving measures, including a workforce reduction of approximately 90% and the termination of its research and development activities [2] - As of June 30, 2025, Mural had approximately $77.1 million in cash and cash equivalents, with an estimated cash position of $43 to $48 million by December 31, 2025, if no transaction occurs [2][8] Financial Results - For the second quarter of 2025, Mural reported research and development expenses of $23.3 million, down from $27.5 million in the same quarter of 2024, primarily due to reduced employee-related expenses and decreased spending on the ARTISTRY-7 clinical trial [5] - General and administrative expenses increased to $8.1 million in Q2 2025 from $6.7 million in Q2 2024, driven by higher employee-related expenses and legal costs [6] - The company incurred $17.5 million in restructuring and impairment charges during Q2 2025, related to severance, impairment of lab equipment, and contract terminations [7] - Mural's net loss for the second quarter of 2025 was $48.0 million, compared to a net loss of $31.6 million in Q2 2024, largely due to restructuring and impairment charges [8] Cash Guidance - Mural estimates its cash and cash equivalents will be approximately $43 million to $48 million as of December 31, 2025, if no strategic transaction is completed by that date [2][8]

Core Viewpoint - Mural Oncology (MURA) announced the discontinuation of all clinical development of nemvaleukin alfa, leading to a 134% surge in its stock price as investors anticipate potential strategic alternatives to maximize shareholder value [1][3]. Company Decisions - The company will explore various strategic options, including a potential sale, merger, or other transactions, with no set timeline for this process [2]. - Mural Oncology will reduce its workforce by 90% as part of its restructuring efforts [1]. Financial Performance - As of December 31, 2024, Mural Oncology reported approximately $144.4 million in cash, cash equivalents, and marketable securities [4]. Pipeline Setbacks - The decision to halt clinical development follows the failure of the phase II ARTISTRY-6 study for melanoma and disappointing results from the phase III ARTISTRY-7 study for platinum-resistant ovarian cancer (PROC) [4][9]. - The ARTISTRY-6 study did not meet its primary goal, and the ARTISTRY-7 study showed no statistically significant improvement in overall survival compared to chemotherapy [7][9]. Market Reaction - Investors reacted positively to the announcement, likely due to hopes of recovering value lost from previous setbacks, as MURA shares have declined 25.2% year-to-date compared to the industry’s 7.1% decline [3].

Core Viewpoint - Mural Oncology has decided to discontinue all clinical development of nemvaleukin alfa following unsatisfactory results from the ARTISTRY-6 and ARTISTRY-7 trials, and will explore strategic alternatives to maximize shareholder value [1][2][3] Company Developments - Mural Oncology will reduce its workforce by approximately 90% as part of its restructuring efforts [1] - The company had approximately $144.4 million in cash, cash equivalents, and marketable securities as of December 31, 2024 [1] - Mural has engaged Lucid Capital Markets, LLC as its financial advisor to assist in exploring strategic alternatives [1][3] Clinical Trial Results - The ARTISTRY-6 trial did not achieve its primary endpoint in evaluating nemvaleukin as a monotherapy for mucosal melanoma [2] - Preliminary data from ARTISTRY-6 cohort 3, which assessed less-frequent intravenous dosing in cutaneous melanoma patients, also did not show sufficient activity to warrant continuation [2] - Interim overall survival results from the ARTISTRY-7 trial in platinum-resistant ovarian cancer contributed to the decision to halt development of nemvaleukin [2] Strategic Alternatives - Mural is considering various strategic alternatives, including potential offers for acquisition, mergers, or other business combinations [3] - The company is currently in an "offer period" as defined by the Irish Takeover Rules, which may affect the exploration of strategic alternatives [5][6] Regulatory Considerations - Mural is subject to the Irish Takeover Panel Act and must comply with specific disclosure requirements during the strategic evaluation process [5][10]

Core Insights - Mural Oncology has decided not to progress the ARTISTRY-7 phase 3 trial of nemvaleukin alfa in combination with KEYTRUDA® for platinum-resistant ovarian cancer due to lack of statistically significant improvement in overall survival compared to chemotherapy [1][6] - The median overall survival was reported as 10.1 months for the combination therapy versus 9.8 months for chemotherapy, with a hazard ratio of 0.98 indicating no significant benefit [1] - The company remains focused on its upcoming topline results from the ARTISTRY-6 trial in mucosal melanoma, expected in Q2 2025 [2][4] Company Overview - Mural Oncology is a clinical-stage immuno-oncology company developing cytokine-based immunotherapies, with a focus on leveraging its protein engineering platform [9] - The lead candidate, nemvaleukin, is designed to enhance antitumor effects while minimizing toxicities associated with traditional IL-2 therapies [7] - The company has treated over 800 patients across its broader clinical program, demonstrating a favorable safety profile for nemvaleukin [3][9] Clinical Trials - The ARTISTRY-7 trial involved 456 patients and was designed to compare nemvaleukin with pembrolizumab against investigator's choice chemotherapy, focusing on overall survival as the primary endpoint [6] - The ARTISTRY-6 trial is currently evaluating nemvaleukin in mucosal melanoma, with topline data readouts expected in Q2 2025, alongside preliminary data for cutaneous melanoma in the same timeframe [4][8]