SCHEDULE: HILLEVax Acquisition by XOMA Royalty Corp. Finalized

Frazier Life Sciences and related entities cease beneficial ownership of HILLEVax common stock following its acquisition by XOMA Royalty Corporation.

Summary

• HILLEVax, Inc. was acquired by XOMA Royalty Corporation through a tender offer and subsequent merger.
• The tender offer, commenced by XOMA Royalty Corporation's wholly-owned subsidiary XRA 4 Corp., sought all outstanding shares of HILLEVax common stock.
• The offer price was $1.95 in cash plus one non-transferable contractual contingent value right (CVR) per share.
• The tender offer expired at the end of the day, one minute after 11:59 p.m. Eastern Time, on September 15, 2025.
• On September 17, 2025, XOMA Royalty Corporation accepted all validly tendered shares, including those held by the reporting persons.
• The merger became effective on September 17, 2025, with HILLEVax surviving as a wholly-owned subsidiary of XOMA Royalty Corporation.
• Reporting persons, including Frazier Life Sciences Public Fund, L.P. and related entities, ceased to be beneficial owners of more than 5% of HILLEVax shares as of September 17, 2025.
• Stock options with an exercise price greater than the offer price were canceled for no consideration, including those held by Patrick J. Heron.

Sentiment

Score: 6

Explanation: The sentiment is generally neutral to slightly positive as the acquisition completed successfully, providing a clear exit for shareholders at a defined price. However, the cancellation of out-of-the-money options for no consideration introduces a negative aspect for some stakeholders.

Positives

• HILLEVax shareholders who tendered their shares received a cash payment of $1.95 per share.
• Shareholders also received one non-transferable contractual contingent value right (CVR) per share, offering potential future value.
• The acquisition provides a definitive exit for HILLEVax public shareholders.

Negatives

• Stock options with an exercise price exceeding the $1.95 cash component of the offer price were canceled without consideration.
• Reporting persons no longer hold any beneficial ownership in HILLEVax, indicating a complete divestment.

Future Outlook

HILLEVax, Inc. is now a wholly-owned subsidiary of XOMA Royalty Corporation, and as such, there is no public future outlook or guidance provided for the former publicly traded entity.

Industry Context

This transaction represents a consolidation event within the biotechnology sector, where smaller companies are often acquired by larger entities or specialized investment firms like XOMA Royalty Corporation, which focuses on royalty streams from healthcare assets. Such acquisitions can provide liquidity to investors and integrate promising assets into broader portfolios.

Stakeholder Impact

• Shareholders: Received $1.95 cash and one CVR per share for their tendered stock.
• Option Holders: Those with exercise prices above the offer price had their options canceled without consideration.
• Reporting Persons: Ceased to be beneficial owners of HILLEVax shares.

Next Steps

• The reporting persons have ceased beneficial ownership of HILLEVax shares.
• HILLEVax, Inc. will operate as a wholly-owned subsidiary of XOMA Royalty Corporation.

Key Dates

Keywords

HILLEVax, XOMA Royalty Corporation, Merger, Acquisition, Tender Offer, Schedule 13D, Beneficial Ownership, Common Stock, Contingent Value Right, Biotechnology