XOMA Royalty Corp
21.60%
2,590,303
791908
98419J206
May 15, 2025
May 20, 2025, 06:52 PM
Reporting Persons (10)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| BVF PARTNERS L P/IL | Investment Adviser | 21.60% | 2,590,303 | 0 | 2,590,303 |
| BVF GP HOLDINGS LLC | Other | 21.60% | 2,590,303 | 0 | 2,590,303 |
| LAMPERT MARK N | Individual | 21.60% | 2,590,303 | 0 | 2,590,303 |
| BVF INC/IL | CO | 21.60% | 2,590,303 | 0 | 2,590,303 |
| BIOTECHNOLOGY VALUE FUND L P | Partnership | 11.10% | 1,322,758 | 0 | 1,322,758 |
| BVF I GP LLC | Other | 11.10% | 1,322,758 | 0 | 1,322,758 |
| BVF II GP LLC | Other | 10.60% | 1,267,545 | 0 | 1,267,545 |
| BIOTECHNOLOGY VALUE FUND II LP | Partnership | 10.60% | 1,267,545 | 0 | 1,267,545 |
| BVF Partners OS Ltd. | CO | 0.00% | 0 | 0 | 0 |
| Biotechnology Value Trading Fund OS LP | Partnership | 0.00% | 0 | 0 | 0 |
Disclosure Items (3)
Common Stock, $0.0075 par value
XOMA Royalty Corp
2200 POWELL STREET, EMERYVILLE, CA, 94608
Item 3 is hereby amended and restated to read as follows: The Shares purchased by BVF and BVF2 were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market transactions, except as otherwise noted. The aggregate purchase price of the 1,322,758 Shares owned directly by BVF is approximately $11,151,698, including brokerage commissions. The aggregate purchase price of the 1,267,545 Shares owned directly by BVF2 is approximately $12,811,805, including brokerage commissions. The aggregate purchase price of the 2,313 shares of Series X Preferred Stock owned directly by BVF is approximately $9,321,390, including brokerage commissions. The aggregate purchase price of the 1,506 shares of Series X Preferred Stock owned directly by BVF2 is approximately $6,069,180, including brokerage commissions. The aggregate purchase price of the 412 shares of Series X Preferred Stock owned directly by Trading Fund OS is approximately $1,660,360, including brokerage commissions. The aggregate purchase price of the 772 shares of Series X Preferred Stock held in the Partners Managed Accounts is approximately $3,111,160, including brokerage commissions.
Item 5(a) is hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by each person named herein is based on 11,966,889 Shares outstanding as of May 8, 2025, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 13, 2025. As of the date hereof, the Reporting Persons and the Partners Managed Accounts hold an aggregate of 5,003 shares of Series X Preferred Stock, convertible into an aggregate of 5,003,000 Shares. Each share of Series X Preferred Stock is convertible into 1,000 Shares. The Reporting Persons and the Partners Managed Accounts do not have the right to convert any portion of the Series X Preferred Stock held by them to the extent that, after giving effect to such conversion, they, together with their Attribution Parties (as defined in the Series X Preferred Stock Certificate of Designation of Preferences, Rights and Limitations), would beneficially own a number of Shares in excess of 19.99% of the number of Shares outstanding immediately after giving effect to the issuance of Shares pursuant to such conversion (the "Series X Beneficial Ownership Limitation"). As of the date hereof, the Series X Beneficial Ownership Limitation prohibits the conversion of all the Series X Preferred Stock held by the Reporting Persons and the Partners Managed Accounts. As of the date hereof, (i) BVF beneficially owned 1,322,758 Shares, excluding 2,313,000 Shares issuable upon the conversion of certain Series X Preferred Stock held by it, representing percentage ownership of approximately 11.1% of the Shares outstanding, (ii) BVF2 beneficially owned 1,267,545 Shares, excluding 1,506,000 Shares issuable upon the conversion of certain Series X Preferred Stock held by it, representing percentage ownership of approximately 10.6% of the Shares outstanding, (iii) Trading Fund OS beneficially owned 0 Shares, excluding 412,000 Shares issuable upon the conversion of certain Series X Preferred Stock held by it, representing percentage ownership of 0% of the Shares outstanding, and (iv) 0 Shares were held in the Partners Managed Accounts, excluding 772,000 Shares issuable upon the conversion of certain Series X Preferred Stock held in the Partners Managed Accounts, representing percentage ownership of 0% of the Shares outstanding. BVF GP, as the general partner of BVF, may be deemed to beneficially own the 1,322,758 Shares beneficially owned by BVF, representing percentage ownership of approximately 11.1% of the Shares outstanding. BVF2 GP, as the general partner of BVF2, may be deemed to beneficially own the 1,267,545 Shares beneficially owned by BVF2, representing percentage ownership of approximately 10.6% of the Shares outstanding. Partners OS, as the general partner of Trading Fund OS, may be deemed to beneficially own 0 Shares, representing percentage ownership of 0% of the Shares outstanding. BVF GPH, as the sole member of each of BVF GP and BVF2 GP, may be deemed to beneficially own the 2,590,303 Shares beneficially owned in the aggregate by BVF and BVF2, representing percentage ownership of approximately 21.6% of the Shares outstanding. Partners, as the investment manager of BVF and BVF2, may be deemed to beneficially own the 2,590,303 Shares beneficially owned in the aggregate by BVF and BVF2, representing percentage ownership of approximately 21.6% of the Shares outstanding. BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 2,590,303 Shares beneficially owned by Partners, representing percentage ownership of approximately 21.6% of the Shares outstanding. Mr. Lampert, as a director and officer of BVF Inc. may be deemed to beneficially own the 2,590,303 Shares beneficially owned by BVF Inc., representing percentage ownership of approximately 21.6% of the Shares outstanding.
Item 5(c) is hereby amended to add the following: On May 16, 2025, the Reporting Persons sold an aggregate of 392,723 Shares for a price of $27.10 per Share in a private transaction as follows: 127,407 Shares sold by BVF and 265,316 Shares sold by BVF2. There were no other transactions by the Reporting Persons in the securities of the Issuer during the past sixty days.