SEC Comment Letter 0000000000-24-002774 to XOMA Royalty Corp (XOMA)
XOMA Royalty Corp
Date: March 13, 2024 · CIK: 0000791908 · Accession: 0000000000-24-002774
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-277794
Letter
United States securities and exchange commission logo March 13, 2024 Owen Hughes Chief Executive Officer XOMA Corporation 2200 Powell Street, Suite 310 Emeryville, CA 94608 Re:XOMA Corporation Registration Statement on Form S-3 Filed March 8, 2024 File No. 333-277794 Dear Owen Hughes: We have conducted a limited review of your registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Registration Statement on Form S-3 filed March 8, 2024 General 1.We note your disclosure in your annual report on Form 10-K for the fiscal year ended December 31, 2023 that you do not intend to become regulated as an investment company under the Investment Company Act of 1940 and you do not believe you are an “investment company” under applicable SEC rules. Please provide a detailed legal analysis as to why you should not be considered an “investment company” under the Investment Company Act of 1940. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
FirstName LastNameOwen Hughes Comapany NameXOMA Corporation March 13, 2024 Page 2 FirstName LastName Owen Hughes XOMA Corporation March 13, 2024 Page 2 Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Jason Drory at 202-551-8342 or Alan Campbell at 202-551-4224 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Branden C. Berns
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United States securities and exchange commission logo
March 13, 2024
Owen Hughes
Chief Executive Officer
XOMA Corporation
2200 Powell Street, Suite 310
Emeryville, CA 94608
Re:XOMA Corporation
Registration Statement on Form S-3
Filed March 8, 2024
File No. 333-277794
Dear Owen Hughes:
We have conducted a limited review of your registration statement and have the
following comment.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-3 filed March 8, 2024
General
1.We note your disclosure in your annual report on Form 10-K for the fiscal year ended
December 31, 2023 that you do not intend to become regulated as an investment company
under the Investment Company Act of 1940 and you do not believe you are an
“investment company” under applicable SEC rules. Please provide a detailed legal
analysis as to why you should not be considered an “investment company” under the
Investment Company Act of 1940.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
FirstName LastNameOwen Hughes
Comapany NameXOMA Corporation
March 13, 2024 Page 2
FirstName LastName
Owen Hughes
XOMA Corporation
March 13, 2024
Page 2
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Jason Drory at 202-551-8342 or Alan Campbell at 202-551-4224 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Branden C. Berns