Item 4 — Purpose of Transaction
Item 4 is hereby amended to add the following: On November 14, 2025, the Issuer entered into an Arrangement Agreement (the "Agreement") with XenoTherapeutics, Inc., a Massachusetts non-profit corporation ("Xeno"), Xeno Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Xeno ("Purchaser"), and solely for purposes of Section 9.15 thereof, XOMA Royalty Corporation, a Nevada corporation, pursuant to which Purchaser will acquire all of the issued and outstanding Shares (the holders of such Shares, the "Shareholders") of the Issuer (the "Transaction"). Under the terms of the Agreement, the Shareholders will receive a cash payment per Share that will be determined based upon the Issuer's cash balance immediately prior to the closing of the Transaction ("Closing") after deducting certain transaction costs, the aggregate amount of outstanding liabilities, and a transaction fee to Xeno. In addition, each Shareholder will also receive one non-transferable contingent value right (each, a "CVR") for each Share that will entitle the holder to receive a pro rata portion of potential cash payments. The cash payable at Closing is estimated by the Issuer to be approximately $1.82 per Share, exclusive of payments received pursuant to the CVR. The Transaction will be implemented by way of a court-approved plan of arrangement under the Business Corporations Act (Quebec) (such transaction, the "Arrangement"). On November 20, 2025, certain of the Reporting Persons entered into Voting and Support Agreements (the "Voting Agreements") with the Issuer pursuant to which such Reporting Persons agreed, among other things, to vote all voting securities of the Issuer beneficially owned by them in favor of the approval and adoption of the Arrangement and the transactions contemplated therein. The foregoing description of the Voting Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of a form of the Voting Agreements, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.