Current Report Filing (8-k)
September 21 2018 - 7:10AM
Edgar (US Regulatory)
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, 2018
XOMA CORPORATION
(Exact
name of registrant as specified in its charter)
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000-14710
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Delaware
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52-2154066
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(Commission
File Number)
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(State or other jurisdiction
of incorporation)
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(IRS Employer
Identification No.)
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2200 Powell Street, Suite 310, Emeryville, California
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94608
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code
(510) 204-7200
(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 (
see
General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§
230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934 (§
240.12b-2
of this chapter).
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. ☐
Item 1.01
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Entry into a Material Definitive Agreement.
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On September 20, 2018, XOMA Corporation, through its wholly-owned subsidiary, XOMA (US) LLC (the Company), entered into a Royalty Purchase
Agreement (the Royalty Purchase Agreement) with Agenus Inc., and certain of its affiliates (collectively, Agenus). Pursuant to the terms of the Royalty Purchase Agreement, the Company purchased from Agenus the right to
receive
low-
to
mid-single
digit royalties from Incyte Europe Sarl (Incyte) (net of certain royalties payable by Agenus to a third party) and 10% of all
future developmental, regulatory and sales milestones on sales of six Incyte immuno-oncology assets, with the exception of an expected near-term milestone associated with the entry of INCAGN2390
(anti-TIM-3)
into the clinic. In addition, the Company purchased from Agenus the right to receive low single digit royalties from Merck Sharp & Dohme Corp. (Merck) and 10% of all future
developmental, regulatory and sales milestones on sales of an undisclosed Merck immuno-oncology product currently in clinical development. Pursuant to the Royalty Purchase Agreement, the Company is eligible to receive up to $59.5 million in
potential development, regulatory and commercial milestones.
Under the terms of the Royalty Purchase Agreement, the Company paid Agenus $15 million
(the Closing Amount). The Company has financed $7.5 million of the Closing Amount by drawing a term loan under its Loan and Security Agreement with Silicon Valley Bank dated May 7, 2018, previously filed as an exhibit to the
Companys Quarterly Report on Form
10-Q
for the three-month period ending June 30, 2018.
The Royalty
Purchase Agreement contains customary representations, warranties, covenants and indemnities. The Royalty Purchase Agreement will terminate six (6) months following receipt by the Company of all royalty payments to which it is entitled
thereunder.
The transaction closed on September 20, 2018.
The foregoing description of the Royalty Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text
of the Royalty Purchase Agreement, which will be filed as an exhibit to the Companys Quarterly Report on Form
10-Q
for the period ending September 30, 2018. Certain terms of the Royalty
Purchase Agreement have been omitted from this
Form 8-K and
will be omitted from the version to be filed as an exhibit to the
Form 10-Q pursuant
to a
Confidential Treatment Request that the Company plans to submit to the Securities and Exchange Commission at the time of the filing of the
Form 10-Q.
On September 21, 2018, the Company issued a press
release attached hereto as Exhibit 99.1
Item 2.01
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Completion or Acquisition or Disposition of Assets.
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The information included under Item 1.01 of this Current Report on Form
8-K
is incorporated by reference herein.
Item 2.03.
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Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet
Arrangement of a Registrant.
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The information included under
Item 1.01 of this Current Report on Form
8-K
is incorporated by reference herein.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
SIGNATURES
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.
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XOMA CORPORATION
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Date: September 21, 2018
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/s/ Thomas Burns
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Thomas Burns
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Senior Vice President, Finance and Chief Financial Officer
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