XOMA XOMA Corporation

On August 5, 2021, XOMA Corporation (the “Company”) entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) with B. Riley Securities, Inc. (the “Agent”), pursuant to which the Company may sell and issue up to 2,000,000 shares of its depositary shares (the “Placement Shares”), each representing 1/1000th of a share of the Company’s 8.375% Series B Cumulative Perpetual Preferred Stock, trading on Nasdaq under the symbol “XOMAO”, par value $0.05 and liquidation preference of $25,000.00 per share, from time to time through the Agent, as the Company’s sales agent (the “ATM Offering”). The Company has no obligation to sell any of the Placement Shares and may at any time suspend offers under the Sales Agreement or terminate the Sales Agreement.

Sales of the Placement Shares, if any, under the Sales Agreement may be made in transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended. Subject to the terms and conditions of the Sales Agreement, the Agent will use its commercially reasonable efforts to sell the Placement Shares from time to time based upon the Company’s instructions (including any price, time or size limits or other parameters or conditions the Company may impose). The Company will pay the Agent a commission of up to 3.0% of the gross sales price of any Shares sold under the Sales Agreement. The Company has also provided the Agent with customary representations and warranties and indemnification rights and has agreed to reimburse the Agent for certain specified expenses, including, without limitation, the legal fees of counsel to the Agent reasonably incurred in connection with the ATM Offering in an amount not to exceed $50,000 in the aggregate, in addition to certain ongoing disbursements of its legal counsel.

The Placement Shares will be offered and sold pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-254073). On August 5, 2021, the Company will file a prospectus supplement with the Securities and Exchange Commission relating to the offer by the Company of the Placement Shares in the ATM Offering.

The foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K. The legal opinion of Cooley LLP relating to the Placement Shares being offered pursuant to the Sales Agreement is filed as Exhibit 5.1 to this Current Report on Form 8-K.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any Shares under the Sales Agreement, nor shall there be any sale of such Shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.