8-K
XOMA Royalty Corp false 0000791908 0000791908 2026-03-02 2026-03-02 0000791908 us-gaap:CommonStockMember 2026-03-02 2026-03-02 0000791908 xoma:M8.625SeriesACumulativePerpetualPreferredStockParValue0.05PerShareMember 2026-03-02 2026-03-02 0000791908 xoma:DepositarySharesEachRepresenting11000thInterestInAShareOf8.375SeriesBCumulativePerpetualPreferredStockParValue0.05PerShareMember 2026-03-02 2026-03-02
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): March 2, 2026

 

 

XOMA ROYALTY CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

 

 

Nevada   001-39801   52-2154066

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

  (I.R.S. Employer
Identification Number)

2200 Powell Street, Suite 310

Emeryville, California 94608

(Address of Principal Executive Offices)

(510) 204-7200

(Registrant’s telephone number, including area code)

 

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange
on which registered

Common Stock, $0.0075 par value   XOMA   The Nasdaq Global Market
8.625% Series A Cumulative Perpetual Preferred Stock, par value $0.05 per share   XOMAP   The Nasdaq Global Market
Depositary Shares (each representing 1/1000th interest in a share of 8.375% Series B Cumulative Perpetual Preferred Stock, par value $0.05 per share)   XOMAO   The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 


Item 2.02.

Results of Operations and Financial Condition.

The information set forth on pages 10-11 of the updated corporate presentation furnished under Item 7.01 of this Current Report on Form 8-K is incorporated herein by reference.

 

Item 7.01.

Regulation FD Disclosure.

On March 2, 2026, XOMA Royalty Corporation, a Nevada corporation (the “Company”), made available an updated corporate presentation, which is attached to this Current Report on Form 8-K as Exhibit 99.1.

The information contained in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit
No.

  

Description

99.1    Corporate Presentation, dated March 2, 2026.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    XOMA ROYALTY CORPORATION
Date: March 2, 2026     By:  

/s/ Owen Hughes

    Name:   Owen Hughes
    Title:   Chief Executive Officer

Exhibit 99.1 CORPORATE PRESENTATION THE ROYALTY AGGREGATOR NASDAQ COMMON: XOMA FOR BIOTECH NASDAQ PERPETUAL PREFERRED SHARES: XOMAP, XOMAO COMPANIES Q1 2026


DISCLAIMERS Certain statements in this presentation are forward-looking statements 10-K and Form 10-Q. Consider such risks carefully when considering within the meaning of Section 27A of the Securities Act of 1933 and XOMA Royalty's prospects. Any forward-looking statements represent Section 21E of the Securities Exchange Act of 1934, including XOMA Royalty’s views only as of the date of this presentation and statements regarding: future potential monetization opportunities, should not be relied upon as representing its views as of any active transactions with significant financial implications, collaborations subsequent date. XOMA Royalty disclaims any obligation to update any poised for significant financial contribution, the ability of our partners forward-looking statement, except as required by law. and their licensees to successfully develop their pipeline programs, the productivity of acquired assets, our revenue and cashflow forecasts, NOTE: All references to “portfolio” in this presentation are to milestone upcoming internal milestones and value catalysts, our future cash and/or royalty rights associated with a basket of drug products in needs, our strategy for value creation, our future expenses and development. All references to “assets” in this presentation are to potential outcome of the ongoing litigation against Janssen, and other milestone and/or royalty rights associated with individual drug product statements that relate to future periods. These statements are not candidates in development. References to royalties or royalty rates guarantees of future performance and undue reliance should not be contained herein refer to future potential payment streams regardless placed on them. They are based on assumptions that may not prove of whether or not they are technically defined as royalties in the accurate, and actual results could differ materially from those underlying contractual agreement; further, any rates referenced herein anticipated due to certain risks inherent in the biotechnology industry are subject to potential future contractual adjustments. and for companies engaged in the development of new products in a regulated market. Potential risks to XOMA Royalty meeting these expectations are described in more detail in XOMA Royalty's most recent filings on Form 2


XOMA ROYALTY – WHAT WE DO Royalties Science Milestones Structuring The Biotech Royalty Aggregator 3


XOMA ROYALTY’S BUSINESS MODEL: Path to Sustained THE COMPOUNDING Profitability EFFECT GROWING # of ROYALTIES CASH RECEIPTS ↑ LOW EXPENSES LOW SHARE COUNT INFLECTION POINT HIGH EPS LOW EXPENSES SIGNIFICANT SHARE PRICE APPRECIATION 2023 future 4 4


XOMA ROYALTY IS DIFFERENTIATED Capital per transaction $ 200M+ Royalty Pharma $ 200M – $ 100M DRI Healthcare Trust FOCUSED ON $ Ligand HCRx 100M – EARLY- to MID-STAGE $ 25M CLINICAL ASSETS $ < 25M P R E C L I N I C A L P H A S E 1 P H A S E 2 P H A S E 3 A P P R O V A L C O M M E R C I A L 5


2025 YEAR IN REVIEW Increasing Portfolio Optionality Through Creative Deal Making Returning Excess Capital to Shareholders A P R 2 0 2 5 J U L 2 0 2 5 J A N 2 0 2 5 M A Y 2 0 2 5 Total 24 ADDED 1 O U T L I C E N S I N G R O Y A L T Y A C Q U I S I T I O N R O Y A L T Y + D-Fi Royalty, Warrants Sale of All Pipeline Assets ASSETS Mezagitamab Royalty Cash Phase 2 & 3 PRV 5 N A S D A Q : K N T E N A S D A Q : E P I X P R I V A T E N A S D A Q ( S W ) : B I N V ACQUIRED A U G 2 0 2 5 A U G 2 0 2 5 A U G 2 0 2 5 A U G 2 0 2 5 $ NON-DILUTIVE ~ 12M CAPITAL A C Q U I S I T I O N A C Q U I S I T I O N A C Q U I S I T I O N A C Q U I S I T I O N SEC 174 Benefits SEC 174 Benefits SEC 174 Benefits $ Dollars 16M SHARE N A S D A Q : M U R A N A S D A Q : L V T X N A S D A Q : T S B X N A S D A Q : H L V X BUYBACK D E C 2 0 2 5 N O V 2 0 2 5 D E C 2 0 2 5 Shares ~648k 1 R O Y A L T Y X - Δ A C Q U I S I T I O N A C Q U I S I T I O N SEC 174 TAX ctLNP Royalty Share Agreement Platform $ 2 DEDUCTIONS > 475M N Y S E : T A K N A S D A Q : R P R X N A S D A Q : G B I O 1. XOMA Royalty served as Structuring Agent and financing source to XenoTherapeutics, Inc. 6 2. Value includes estimated Section 174 tax deductions related to unamortized R&E


BUILDING THE LONG-TERM XOMA ROYALTY BUSINESS >100 Assets seralutinib (PAH/PH-ILD) (1L pLGG) ersodetug (HI) mezagitamab (ITP/IgAN) 1 volixibat (PBC/PSC) 2 $ osavampator (MDD) > 140M OHB-607 (BPD) milestones received since 2017 rilvegostomig (cancer) UNDISCLOSED Anti-TL1A (UC/Crohn’s) $ > 2B ficlatuzumab (HNSCC) in future potential cetrelimab (cancer) milestones ovaprene (NH Contraception) D-Fi (DEB) sildenafil cream (FSAD) MILESTONES EARLY-STAGE PIPELINE REGISTRATIONAL / PHASE 2b & 3 COMMERCIAL ROYALTIES 1. In development by Mirum Pharmaceuticals under license from Takeda. 7 2. Osavampator is being developed by Takeda in Japan, and by a Takeda partner outside of Japan.


COMMERCIAL PORTFOLIO Provide Stable & Growing Royalty Streams 3Q25YTD FY26 Peak Sales 1 1 Marketer Product Indication Royalties Receipts Sales Est Est Wet AMD, DME, $ $ $ 0.5% 22.5M 5.8B 8.3B RVO $ $ $ r/rpLGG Mid-single digit 8.5M 231M 910M Niemann-Pick $ $ $ Mid-single digit 2.0M 130M 392M Disease Type C $ $ Hemophilia-B Mid-single digit 1.3M 35M n/a Bacterial Low to high- $ < 0.5M n/a n/a Vaginosis single digit 37-75% on $ Acute Pain < 0.5M n/a n/a DoD sales 2 FSAD Low-single digit n/a n/a n/a 1. Consensus per Global Data or selected research analyst estimates if not available. AMD = Age-related Macular Degeneration, DME = Diabetic Macular Edema, RVO = Retinal Vein Occlusion, r/rpLGG = Relapsed or 8 2. Commercial availability through a 503B outsourcing facility. Progressive Pediatric Low-Grade Glioma, FSAD = Female Sexual Arousal Disorder, DoD = Department of Defense


+ B U S I N E S S D E V E L O P M E N T KEY PORTFOLIO EVENTS ANTICIPATED IN 2026 R E G U L A T O R Y C O M M E R C I A L M A R K E T I N G R E G U L A T O R Y G U I D A N C E : S A L E S R A M P S A U T H O R I Z A T I O N R E G I S T R A T I O N P A T H W A Y S D E C I S I O N S ( E M A , J a p a n ) S E R A L U T I N I B E R S O D E T U G R E C -4881 P U L M O N A R Y A R T E R I A L C O N G E N I T A L F A M I L I A L A D E N O M A T O U S H Y P E R T E N S I O N H Y P E R I N S U L I N I S M P O L Y P O S I S ( P A H ) ( c H I ) ( F A P ) ( E M A ) D A T A A N N O U N C E M E N T S PHASE 2b PHASE 3 PHASE 1 / 2 (Registrational) 1 P R O D U C T L A U N C H E R S O D E T U G V O L I X I B A T R I L V E G O S T O M I G H Y P E R I N S U L I N I S M P R I M A R Y S C L E R O S I N G L U N G C A N C E R ( m o n o t h e r a p y ) ( T H I ) C H L O A N G I T I S ( PSC ) 2H26 2Q26 2026 9 1. In development by Mirum Pharmaceuticals under license from Takeda.


XOMA ROYALTY SNAPSHOT: Current Capitalization $ 25.53 / SHARE SHARES (FULLY DILUTED 17.6M TREASURY METHOD) $ ~$ MARKET CAP (FULLY DILUTED) 449M 549M $ 69M PERPETUAL PREFERREDS ENTERPRISE VALUE $ 113M ROYALTY BACKED LOAN $ 82M CASH (YE25) 10 10 Note: Share Price as of market close 02/27/2026.


PRELIMINARY FY2025 FINANCIAL UPDATE 1 Item Amounts (unaudited ) $ FY2025 cash received from royalties and milestones ~ 49–50M $ 2 Cash, cash equivalents, and restricted cash as of December 31, 2025 ~ 133M Number of common shares repurchased and retired during FY 2025 648,048 $ Cash used to repurchase common stock during FY 2025 16.0M 3 Common shares outstanding as of February 27, 2026 11,888,489 Additional disclosure on unaudited G&A expenses G&A expenses for the year ended December 31, 2025 include an increase of approximately $1.0 million associated with ongoing litigation initiated by XOMA Royalty against Janssen Biotech, Inc. asserting claims for breach of contract and unjust enrichment arising from Janssen's unauthorized use of XOMA’s intellectual property in the commercialization of TREMFYA (guselkumab). XOMA Royalty expects to continue to incur legal fees and other professional service costs associated with pursuing this litigation. Litigation is inherently uncertain, and there can be no assurance regarding the outcome of the matter or the timing or amount of any potential recovery. 1. These amounts are preliminary and could change as a result of the Company completing its close process and finalizing the financial statements and related FY2025 audit. 2. Includes ~$82 million of unrestricted cash and cash equivalents and ~$51 million of restricted cash. 11 3. Excludes 5,003,000 common shares if converted from Series X Preferred Stock.