Form 8-K - Current report

XOMA Royalty Corp false 0000791908 0000791908 2024-09-20 2024-09-20 0000791908 us-gaap:CommonStockMember 2024-09-20 2024-09-20 0000791908 xoma:M8.625SeriesACumulativePerpetualPreferredStockParValue0.05PerShareMember 2024-09-20 2024-09-20 0000791908 xoma:DepositarySharesEachRepresenting11000thInterestInAShareOf8.375SeriesBCumulativePerpetualPreferredStockParValue0.05PerShareMember 2024-09-20 2024-09-20

 

 

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): September 20, 2024

 

 

XOMA ROYALTY CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware		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) (Zip Code)

[phone]

(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. ☐

 

 

 

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Item 8.01

Other Events.

On September 23, 2024, XOMA Royalty Corporation (the “Company”) announced that Zevra Therapeutics (“Zevra”) received approval from the U.S. Food and Drug Administration (“FDA”) for MIPLYFFA^™ (arimoclomol) on September 20, 2024. MIPLYFFA^™ is approved for use in combination with miglustat for the treatment of neurological manifestations of Niemann-Pick disease type C (NPC) in adult and pediatric patients two years of age and older. It is the sixth commercial asset in the Company’s royalty and milestone portfolio. In June 2023, the Company announced it had paid LadRx Corporation a $5 million upfront payment plus a share of future event-based milestones to acquire a mid-single digit royalty on arimoclomol’s commercial sales and up to $52.6 million (net) in potential milestone payments from Zevra.

A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Number		Description of Document
99.1		Press release, dated September 23, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURE

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

 

				XOMA CORPORATION
Date: September 23, 2024				By:		/s/ Thomas Burns
						Thomas Burns
						Senior Vice President, Finance and Chief Financial Officer

Exhibit 99.1

 

Zevra’s MIPLYFFA^™ (arimoclomol) Receives Approval from U.S. Food and Drug Administration for Use in Patients with Niemann-Pick Disease Type C (NPC)

MIPLYFFA^™ is the first therapy approved for use in patients with NPC, a rare genetic disorder

XOMA Royalty is entitled to receive a mid-single digit royalty on MIPLYFFA^™ sales and up to $52.6 million in milestones

MIPLYFFA^™ is now the sixth commercial asset in XOMA Royalty’s portfolio

EMERYVILLE, Calif., September 23, 2024 (GLOBE NEWSWIRE) – XOMA Royalty Corporation (NASDAQ: XOMA), the biotech royalty aggregator, announced today Zevra Therapeutics has received approval from the U.S. Food and Drug Administration (FDA) for MIPLYFFA^™ (arimoclomol). MIPLYFFA^™ is approved for use in combination with miglustat for the treatment of neurological manifestations of Niemann-Pick disease type C (NPC) in adult and pediatric patients two years of age and older. It is the sixth commercial asset in XOMA Royalty’s growing royalty and milestone portfolio.

“With the approval of MIPLYFFA^™, NPC patients in the United States now have access to the first FDA approved therapeutic in this rare, progressive and fatal neurodegenerative disease,” stated Owen Hughes, Chief Executive Officer of XOMA Royalty. “Based on the clinical data to date, we believe MIPLYFFA^™ plus miglustat has the potential to improve outcomes and slow disease progression for many NPC patients.”

In June 2023, XOMA Royalty announced it had paid LadRx a $5 million upfront payment plus a share of future event-based milestones to acquire a mid-single digit royalty on arimoclomol’s commercial sales and up to $52.6 million, net, in potential milestone payments from Zevra.

About XOMA Royalty Corporation

XOMA Royalty is a biotechnology royalty aggregator playing a distinctive role in helping biotech companies achieve their goal of improving human health. XOMA Royalty acquires the potential future economics associated with pre-commercial therapeutic candidates and commercial assets that have been licensed to pharmaceutical or biotechnology companies. When XOMA Royalty acquires the future economics, the seller receives non-dilutive, non-recourse funding they can use to advance their internal drug candidate(s) or for general corporate purposes. The Company has an extensive and growing portfolio with more than 70 assets (asset defined as the right to receive potential future economics associated with the advancement of an underlying therapeutic candidate). For more information about the Company and its portfolio, please visit www.xoma.com or follow XOMA Royalty Corporation on LinkedIn.

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Forward-Looking Statements/Explanatory Notes

Certain statements contained in this press release are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements regarding the amount of potential milestone and commercial payments to XOMA Royalty and other developments related to MIPLYFFA^™ (arimoclomol), and the potential of XOMA Royalty’s portfolio of partnered programs and licensed technologies generating substantial milestone and royalty proceeds over time. In some cases, you can identify such forward-looking statements by terminology such as “anticipate,” “intend,” “believe,” “estimate,” “plan,” “seek,” “project,” “expect,” “may,” “will,” “would,” “could” or “should,” the negative of these terms or similar expressions. These forward-looking statements are not a guarantee of XOMA Royalty’s performance, and you should not place undue reliance on such statements. These statements are based on assumptions that may not prove accurate, and actual results could differ materially from those anticipated due to certain risks inherent in the biotechnology industry, including those related to the fact that our product candidates subject to out-license agreements are still being developed, and our licensees may require substantial funds to continue development which may not be available; we do not know whether there will be, or will continue to be, a viable market for the products in which we have an ownership or royalty interest; if the therapeutic product candidates to which we have a royalty interest do not receive regulatory approval, and our third-party licensees will not be able to market them. Other potential risks to XOMA Royalty meeting these expectations are described in more detail in XOMA Royalty’s most recent filing on Form 10-Q and in other filings with the Securities and Exchange Commission. Consider such risks carefully when considering XOMA Royalty’s prospects. Any forward-looking statement in this press release represents XOMA Royalty’s beliefs and assumptions only as of the date of this press release and should not be relied upon as representing its views as of any subsequent date. XOMA Royalty disclaims any obligation to update any forward-looking statement, except as required by applicable law.

EXPLANATORY NOTE: Any references to “portfolio” in this press release refer strictly to milestone and/or royalty rights associated with a basket of drug products in development. Any references to “assets” in this press release refer strictly to milestone and/or royalty rights associated with individual drug products in development.

As of the date of this press release, the commercial assets in XOMA Royalty’s milestone and royalty portfolio are VABYSMO^® (faricimab-svoa), OJEMDA^™ (tovorafenib), MIPLYFFA^™ (arimoclomol), XACIATO^™ (clindamycin phosphate) vaginal gel 2%, IXINITY^® [coagulation factor IX (recombinant)], and DSUVIA^® (sufentanil sublingual tablet). All other assets in the milestone and royalty portfolio are investigational compounds. Efficacy and safety have not been established. There is no guarantee that any of the investigational compounds will become commercially available.

 

Investor Contact		Media Contact
Juliane Snowden		Kathy Vincent
XOMA Royalty Corporation		KV Consulting & Management
[phone]		[phone]
[e-mail]		[e-mail]

Document and Entity Information	Sep. 20, 2024
Document And Entity Information [Line Items]
Entity Registrant Name	XOMA Royalty Corp
Amendment Flag	false
Entity Central Index Key	0000791908
Document Type	8-K
Document Period End Date	Sep. 20, 2024
Entity Incorporation State Country Code	DE
Entity File Number	001-39801
Entity Tax Identification Number	52-2154066
Entity Address, Address Line One	2200 Powell Street
Entity Address, Address Line Two	Suite 310
Entity Address, City or Town	Emeryville
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94608
City Area Code	(510)
Local Phone Number	204-7200
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Common Stock, $0.0075 par value
Trading Symbol	XOMA
Security Exchange Name	NASDAQ
M 8.625 Series A Cumulative Perpetual Preferred Stock Par Value 0.05 Per Share [Member]
Document And Entity Information [Line Items]
Security 12b Title	8.625% Series A Cumulative Perpetual Preferred Stock, par value $0.05 per share
Trading Symbol	XOMAP
Security Exchange Name	NASDAQ
Depositary Shares Each Representing 11000th Interest In A Share Of 8.375 Series B Cumulative Perpetual Preferred Stock Par Value 0.05 Per Share [Member]
Document And Entity Information [Line Items]
Security 12b Title	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)
Trading Symbol	XOMAO
Security Exchange Name	NASDAQ

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