{"filing":{"accession_number":"0001193125-26-302648","cik":"0000791908","ticker":"XOMAP","company_name":"XOMA Royalty Corp","form":"8-K","filing_date":"2026-07-14","report_date":null,"primary_document":"d165297d8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/791908/000119312526302648/d165297d8k.htm"},"events":[{"id":17778,"run_id":15943,"accession_number":"0001193125-26-302648","anchor_item_number":"2.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"summary":"On July 14, 2026, Ligand Pharmaceuticals completed its acquisition of XOMA Royalty Corporation, with stockholders receiving $39.00 per share in cash plus contingent value rights tied to pending litigation proceeds. The transaction constitutes a material change of control and merger completion, with the company's stock delisted from Nasdaq and registration to be terminated via Form 15.","company_name":"XOMA Royalty Corp","ticker":"XOMAP","filing_date":"2026-07-14","form":"8-K","submitted_at":null,"items":[{"id":16376,"accession_number":"0001193125-26-302648","item_number":"1.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses the completion of Ligand Pharmaceuticals' acquisition of XOMA Royalty Corporation, with stockholders receiving $39.00 per share in cash plus contingent value rights tied to pending litigation proceeds. While Item 1.02 formally addresses termination of the Loan Agreement, the substantive event is the merger completion, which is a material change of control requiring disclosure under Items 1.01 or 2.01. The supplemental press release confirms the acquisition closed on July 14, 2026, making this a completed material acquisition.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-14T13:11:53.090154+00:00","company_name":"","ticker":null,"filing_date":""},{"id":16377,"accession_number":"0001193125-26-302648","item_number":"2.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"The filing discloses the completion of a merger whereby Ligand Pharmaceuticals acquired all outstanding shares of XOMA Royalty Corporation for $39.00 per share in cash plus contingent value rights. The Item 2.01 explicitly states \"On July 14, 2026, the Company consummated the previously announced Merger with Parent\" and describes the merger consideration, holding company reorganization, and CVR spin-off structure. This is a material acquisition/change of control event affecting all shareholders.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-14T13:11:53.090154+00:00","company_name":"","ticker":null,"filing_date":""},{"id":16379,"accession_number":"0001193125-26-302648","item_number":"3.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing discloses the completion of Ligand Pharmaceuticals' acquisition of XOMA Royalty Corporation, with XOMA stockholders receiving $39.00 per share in cash plus contingent value rights tied to pending litigation proceeds. This is a material change of control and acquisition completion, directly affecting the rights and economic interests of all security holders, and triggering delisting from Nasdaq.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-14T13:11:53.090154+00:00","company_name":"","ticker":null,"filing_date":""},{"id":16380,"accession_number":"0001193125-26-302648","item_number":"5.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing discloses the completion of Ligand Pharmaceuticals' acquisition of XOMA Royalty Corporation, with all outstanding shares acquired at $39.00 per share in cash plus contingent value rights tied to pending litigation proceeds. This is a material change of control and M\u0026A completion event, properly disclosed under Item 5.01 and supported by the press release in Exhibit 99.1.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-14T13:11:53.090154+00:00","company_name":"","ticker":null,"filing_date":""},{"id":16383,"accession_number":"0001193125-26-302648","item_number":"8.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing announces the completion of Ligand Pharmaceuticals' acquisition of XOMA Royalty Corporation, with XOMA Royalty stockholders receiving $39.00 per share in cash and contingent value rights. This is a material acquisition closing that fundamentally changes the registrant's status (delisting from Nasdaq) and represents a change of control event requiring disclosure under Item 2.01 or 1.01 of Form 8-K.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-14T13:11:53.090154+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":17779,"run_id":15943,"accession_number":"0001193125-26-302648","anchor_item_number":"3.01","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"summary":"Following the completion of the Ligand Pharmaceuticals acquisition, XOMA Royalty notified Nasdaq to halt trading and delist its shares effective July 14, 2026, and intends to file Form 15 to terminate registration and suspend reporting obligations.","company_name":"XOMA Royalty Corp","ticker":"XOMAP","filing_date":"2026-07-14","form":"8-K","submitted_at":null,"items":[{"id":16378,"accession_number":"0001193125-26-302648","item_number":"3.01","item_title":null,"event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"Item 3.01 discloses that XOMA Royalty notified Nasdaq to halt trading and delist its shares effective July 14, 2026, following the closing of its acquisition by Ligand Pharmaceuticals. The company also intends to file Form 15 to terminate registration and suspend reporting obligations. This is a delisting triggered by the completion of a merger transaction, which is the core subject matter of Item 3.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-14T13:11:53.090154+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":17780,"run_id":15943,"accession_number":"0001193125-26-302648","anchor_item_number":"5.07","event_type":"shareholder_vote_results","event_domain":"governance","is_material":true,"confidence":0.95,"summary":"At a Special Meeting of Stockholders held on July 13, 2026, stockholders approved three proposals: the Merger Agreement (15,924,106 votes for), the Holding Company Reorganization (15,924,259 votes for), and the Compensation Proposal (15,745,257 votes for), all related to the Ligand Pharmaceuticals acquisition.","company_name":"XOMA Royalty Corp","ticker":"XOMAP","filing_date":"2026-07-14","form":"8-K","submitted_at":null,"items":[{"id":16382,"accession_number":"0001193125-26-302648","item_number":"5.07","item_title":null,"event_type":"shareholder_vote_results","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"Item 5.07 discloses the results of a Special Meeting of Stockholders held on July 13, 2026, where three proposals were voted on and approved: the Merger Agreement Proposal (15,924,106 votes for), the Holding Company Reorganization Proposal (15,924,259 votes for), and the Compensation Proposal (15,745,257 votes for). The supplemental exhibit confirms the completion of Ligand Pharmaceuticals' acquisition of XOMA Royalty at $39.00 per share, making this a material shareholder vote on a transformative M\u0026A transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-14T13:11:53.090154+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":17781,"run_id":15943,"accession_number":"0001193125-26-302648","anchor_item_number":"5.02","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.95,"summary":"Effective upon the completion of the Ligand Pharmaceuticals acquisition, all prior directors of XOMA Royalty resigned and were replaced by Merger Sub's directors and officers, reflecting the change of control and board transition resulting from the merger closing.","company_name":"XOMA Royalty Corp","ticker":"XOMAP","filing_date":"2026-07-14","form":"8-K","submitted_at":null,"items":[{"id":16381,"accession_number":"0001193125-26-302648","item_number":"5.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The Item 5.02 disclosure incorporates by reference Item 2.01, which covers the completion of Ligand Pharmaceuticals' acquisition of XOMA Royalty. The section describes the effective board and officer transitions resulting from the merger closing, with all prior directors resigning and Merger Sub's directors and officers becoming the Company's leadership. This is a material change of control transaction where XOMA Royalty stockholders received $39.00 per share in cash and CVRs, and the company's stock was delisted from Nasdaq.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-14T13:11:53.090154+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":16376,"accession_number":"0001193125-26-302648","item_number":"1.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses the completion of Ligand Pharmaceuticals' acquisition of XOMA Royalty Corporation, with stockholders receiving $39.00 per share in cash plus contingent value rights tied to pending litigation proceeds. While Item 1.02 formally addresses termination of the Loan Agreement, the substantive event is the merger completion, which is a material change of control requiring disclosure under Items 1.01 or 2.01. The supplemental press release confirms the acquisition closed on July 14, 2026, making this a completed material acquisition.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-14T13:11:53.090154+00:00","company_name":"XOMA Royalty Corp","ticker":"XOMAP","filing_date":"2026-07-14"},{"id":16377,"accession_number":"0001193125-26-302648","item_number":"2.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"The filing discloses the completion of a merger whereby Ligand Pharmaceuticals acquired all outstanding shares of XOMA Royalty Corporation for $39.00 per share in cash plus contingent value rights. The Item 2.01 explicitly states \"On July 14, 2026, the Company consummated the previously announced Merger with Parent\" and describes the merger consideration, holding company reorganization, and CVR spin-off structure. This is a material acquisition/change of control event affecting all shareholders.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-14T13:11:53.090154+00:00","company_name":"XOMA Royalty Corp","ticker":"XOMAP","filing_date":"2026-07-14"},{"id":16378,"accession_number":"0001193125-26-302648","item_number":"3.01","item_title":null,"event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"Item 3.01 discloses that XOMA Royalty notified Nasdaq to halt trading and delist its shares effective July 14, 2026, following the closing of its acquisition by Ligand Pharmaceuticals. The company also intends to file Form 15 to terminate registration and suspend reporting obligations. This is a delisting triggered by the completion of a merger transaction, which is the core subject matter of Item 3.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-14T13:11:53.090154+00:00","company_name":"XOMA Royalty Corp","ticker":"XOMAP","filing_date":"2026-07-14"},{"id":16379,"accession_number":"0001193125-26-302648","item_number":"3.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing discloses the completion of Ligand Pharmaceuticals' acquisition of XOMA Royalty Corporation, with XOMA stockholders receiving $39.00 per share in cash plus contingent value rights tied to pending litigation proceeds. This is a material change of control and acquisition completion, directly affecting the rights and economic interests of all security holders, and triggering delisting from Nasdaq.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-14T13:11:53.090154+00:00","company_name":"XOMA Royalty Corp","ticker":"XOMAP","filing_date":"2026-07-14"},{"id":16380,"accession_number":"0001193125-26-302648","item_number":"5.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing discloses the completion of Ligand Pharmaceuticals' acquisition of XOMA Royalty Corporation, with all outstanding shares acquired at $39.00 per share in cash plus contingent value rights tied to pending litigation proceeds. This is a material change of control and M\u0026A completion event, properly disclosed under Item 5.01 and supported by the press release in Exhibit 99.1.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-14T13:11:53.090154+00:00","company_name":"XOMA Royalty Corp","ticker":"XOMAP","filing_date":"2026-07-14"},{"id":16381,"accession_number":"0001193125-26-302648","item_number":"5.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The Item 5.02 disclosure incorporates by reference Item 2.01, which covers the completion of Ligand Pharmaceuticals' acquisition of XOMA Royalty. The section describes the effective board and officer transitions resulting from the merger closing, with all prior directors resigning and Merger Sub's directors and officers becoming the Company's leadership. This is a material change of control transaction where XOMA Royalty stockholders received $39.00 per share in cash and CVRs, and the company's stock was delisted from Nasdaq.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-14T13:11:53.090154+00:00","company_name":"XOMA Royalty Corp","ticker":"XOMAP","filing_date":"2026-07-14"},{"id":16382,"accession_number":"0001193125-26-302648","item_number":"5.07","item_title":null,"event_type":"shareholder_vote_results","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"Item 5.07 discloses the results of a Special Meeting of Stockholders held on July 13, 2026, where three proposals were voted on and approved: the Merger Agreement Proposal (15,924,106 votes for), the Holding Company Reorganization Proposal (15,924,259 votes for), and the Compensation Proposal (15,745,257 votes for). The supplemental exhibit confirms the completion of Ligand Pharmaceuticals' acquisition of XOMA Royalty at $39.00 per share, making this a material shareholder vote on a transformative M\u0026A transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-14T13:11:53.090154+00:00","company_name":"XOMA Royalty Corp","ticker":"XOMAP","filing_date":"2026-07-14"},{"id":16383,"accession_number":"0001193125-26-302648","item_number":"8.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing announces the completion of Ligand Pharmaceuticals' acquisition of XOMA Royalty Corporation, with XOMA Royalty stockholders receiving $39.00 per share in cash and contingent value rights. This is a material acquisition closing that fundamentally changes the registrant's status (delisting from Nasdaq) and represents a change of control event requiring disclosure under Item 2.01 or 1.01 of Form 8-K.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-14T13:11:53.090154+00:00","company_name":"XOMA Royalty Corp","ticker":"XOMAP","filing_date":"2026-07-14"}]}