XOMA XOMA Royalty Corp 8-K

XOMA Royalty to be acquired by Ligand Pharmaceuticals for $39/share cash plus CVRs in deal

Filed April 27, 2026 · Period ending April 27, 2026 · ~1 min read

Key Changes

high

Shareholders will receive $39.00 per share in cash plus contingent value rights representing 75% interest in certain retained assets held in a trust, providing upside exposure to future performance of those assets.

Item 1.01: Merger Agreement verify on EDGAR →
high

Ligand secured voting support from stockholders holding ~47% of shares, including officers, directors, and BVF Partners affiliates, significantly increasing likelihood of obtaining required majority approval.

Item 1.01: Support Agreements verify on EDGAR →
high

Before closing, XOMA will reorganize and spin 75% of certain business assets into CVR Trust; stockholders receive pro-rata CVRs for potential future payments based on retained asset performance.

Item 1.01: CVR Spin Structure verify on EDGAR →
medium

XOMA must pay $40M termination fee if it pursues a superior competing offer or changes board recommendation, designed to discourage rival bids and compensate Ligand if deal fails due to XOMA's actions.

Item 1.01: Termination Fee verify on EDGAR →
high

Transaction faces execution risks including potential failure to obtain stockholder approval, regulatory clearance, or satisfaction of closing conditions; competing offers may emerge and deal may not close.

Item 7.01: Transaction Risks view on EDGAR →

Summary

XOMA Royalty has agreed to be acquired by Ligand Pharmaceuticals in a transaction valued at approximately. Shareholders will receive $39.00 per share in cash plus contingent value rights tied to a 75% stake in certain retained business assets. The CVR structure provides holders with potential upside if those assets perform well post-closing, while Ligand acquires the core business.

With nearly half of shares already locked up through voting support agreements from insiders and major holder BVF Partners, the deal has strong momentum toward approval. Retail holders should note the $40 million termination fee creates a significant barrier to competing bids, though the company can still pursue superior proposals.

The transaction requires stockholder approval and regulatory clearance, with standard execution risks. Watch for the proxy statement filing, which will detail the board's fairness analysis, CVR valuation methodology, and exact terms of the retained assets going into the trust. The CVR component means your ultimate return depends partly on post-close performance of assets XOMA is spinning out, not just the $39 cash price.

Section-by-Section Diff

Event · Item 1.01 — Entry into a Material Definitive Agreement

~3,800 words

Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.

2 Added

Added Merger Agreement with Ligand Pharmaceuticals high

Added in current filing · verify on EDGAR →

On April 27, 2026, XOMA Royalty Corporation, a Nevada corporation (the “Company” or “XOMA Royalty”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Ligand Pharmaceuticals Incorporated, a Delaware corporation (“Parent”), and Flex Merger Sub, Inc., a Nevada corporation and wholly-owned subsidiary of Parent (“Merger Sub”), pursuant to which, and upon the terms and subject to the conditions thereof, including, without limitation, effecting the Holding Company Reorganization (as defined below), Merger Sub will merge with and into HoldCo (as defined below) (the “Merger”), with HoldCo surviving the Merger as a wholly owned subsidiary of Parent.

XOMA Royalty has agreed to be acquired by Ligand Pharmaceuticals in an all-cash-plus-CVR transaction. Shareholders will receive $39.00 per share in cash plus contingent value rights representing a stake in certain retained assets. The deal is subject to stockholder approval and regulatory clearance.

Added CVR Spin Structure high

Added in current filing · verify on EDGAR →

Following the completion of the Holding Company Reorganization, the following transactions will be effected in the order set forth below (collectively, the “CVR Spin”): (i) immediately prior to the Effective Time, HoldCo will cause the Company to transfer to HoldCo (or one or more designees of HoldCo) the HoldCo Business Assets and Business Liabilities (as each such term is defined in the Merger Agreement) (such transactions, collectively, the “Asset/Liability Transfer”); (ii) following the Asset/Liability Transfer, HoldCo will cause the Company to convert from a Nevada corporation into a limited liability company (the “RemainCo Conversion” and the Company as so converted “RemainCo LLC”); (iii) following the RemainCo Conversion, HoldCo will contribute 75% of the issued and outstanding limited liability company units of RemainCo LLC to the trust (the “CVR Trust”) established pursuant to the trust agreement to be entered into at or prior to the Effective Time by and among HoldCo, the trustee thereunder (the “Trustee”), and such other parties as may be appropriate (the “CVR Trust Agreement”) (the “Trust Contribution”), to be held and administered by the Trustee in accordance with the CVR Trust Agreement for the benefit of the holders of CVRs; and (iv) following the Trust Contribution, HoldCo shall pay, on a pro rata basis, to each holder of record of HoldCo common stock and HoldCo preferred stock (on an as-converted-to-common basis) as of immediately prior to the Effective Time as additional Merger Consideration, CVRs representing the right to receive contingent payments derived from the CVR Trust’s interest in RemainCo LLC in accordance with the CVR Trust Agreement.

Before the merger closes, XOMA will reorganize into a holding company structure and spin out 75% of certain business assets and liabilities into a trust (CVR Trust). Stockholders will receive contingent value rights representing their pro-rata share of this trust interest, providing potential future payments based on the performance of the retained assets. Ligand retains the option to modify this structure if material adverse consequences are identified.

Event · Item 8.01 — Other Events

~1,700 words

XOMA Royalty announced execution of a merger agreement with a parent company, subject to stockholder approval and regulatory clearance.

2 Added

Added Merger Agreement Execution high

Added in current filing · verify on EDGAR →

On April 27, 2026, the Company and Parent issued a joint press release announcing the execution of the Merger Agreement.

XOMA Royalty has entered into a definitive merger agreement with an acquiring parent company. The transaction requires stockholder approval and regulatory clearance. A proxy statement will be filed with the SEC for stockholders to vote on the proposed acquisition.

Added Stockholder Vote Required high

Added in current filing · verify on EDGAR →

BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PRELIMINARY AND DEFINITIVE PROXY STATEMENTS AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED ACQUISITION OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION.

Stockholders will receive proxy materials and must vote on whether to approve the merger. The definitive proxy statement will contain material terms of the transaction including consideration, conditions, and management recommendations. Investors should review these materials before voting.

Event · Item 9.01 — Financial Statements and Exhibits

~200 words

XOMA Royalty Corp announced a merger agreement with Ligand Pharmaceuticals Incorporated dated April 27, 2026.

3 Added

Added Merger Agreement high

Added in current filing · verify on EDGAR →

Agreement and Plan of Merger, dated as of April 27, 2026, by and among XOMA Royalty Corporation, Ligand Pharmaceuticals Incorporated and Flex Merger Sub, Inc.

XOMA Royalty Corporation has entered into a definitive merger agreement with Ligand Pharmaceuticals Incorporated and its merger subsidiary Flex Merger Sub, Inc. This represents a potential acquisition or combination transaction that would fundamentally change XOMA's corporate structure and ownership.

Added Support Agreements high

Added in current filing · verify on EDGAR →

Form of Support Agreement, dated as of April 27, 2026, entered into by Ligand Pharmaceuticals Incorporated, Flex Merger Sub, Inc. and the Supporting Stockholders.

Certain XOMA stockholders have entered into support agreements with Ligand and its merger subsidiary, indicating they have committed to support the proposed merger transaction. These agreements typically lock in shareholder votes in favor of the deal.

Added Joint Press Release high

Added in current filing · verify on EDGAR →

Joint Press Release of XOMA Royalty Corporation and Ligand Pharmaceuticals Incorporated, dated April 27, 2026.

The companies issued a joint press release announcing the merger, which would contain additional details about transaction terms, rationale, and expected timing that are material to investors evaluating the deal.