SEC Comment Letter 0000000000-24-005024 to XOMA Royalty Corp (XOMA)
XOMA Royalty Corp
Date: May 2, 2024 · CIK: 0000791908 · Accession: 0000000000-24-005024
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-277812
Letter
United States securities and exchange commission logo May 2, 2024 Owen Hughes Chief Executive Officer XOMA Corporation 2200 Powell Street, Suite 310 Emeryville, CA 94608 Re:XOMA Corporation Registration Statement on Form S-4 Response Dated April 17, 2024 File No. 333-277812 Dear Owen Hughes: We have reviewed your April 17, 2024 response to our comment letter and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our April 3, 2024 letter. Response Dated April 17, 2024 General 1.We note in your response to prior comment 2 included in our April 3, 2024 letter that “[o]nce the Specified Product has received FDA approval and is being marketed, the payments received by XOMA US in respect of the applicable Royalty Interest are typically calculated as a percentage of sales revenues generated by the Specified Product….” (emphasis added). Please supplementally explain this reference to “typically,” including what constitutes the “typical” circumstances under which Royalty Interests are so calculated, their frequency and under what circumstance and frequency Royalty Interests are calculated in an “atypical” manner. 2.Please update the Company’s risk factor disclosure to specifically reference (i) the Company’s reliance on the exemption at section 3(c)(5)(A) of the Investment Company Act of 1940 and (ii) the Company’s belief that it may properly rely on the Royalty Pharma staff letter and its intent to do so.
FirstName LastNameOwen Hughes Comapany NameXOMA Corporation May 2, 2024 Page 2 FirstName LastName Owen Hughes XOMA Corporation May 2, 2024 Page 2 Please contact Tamika Sheppard at 202-551-8346 or Alan Campbell at 202-551-4224 with any 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
May 2, 2024
Owen Hughes
Chief Executive Officer
XOMA Corporation
2200 Powell Street, Suite 310
Emeryville, CA 94608
Re:XOMA Corporation
Registration Statement on Form S-4
Response Dated April 17, 2024
File No. 333-277812
Dear Owen Hughes:
We have reviewed your April 17, 2024 response to our comment letter and have the
following comments.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our April 3, 2024 letter.
Response Dated April 17, 2024
General
1.We note in your response to prior comment 2 included in our April 3, 2024 letter that
“[o]nce the Specified Product has received FDA approval and is being marketed, the
payments received by XOMA US in respect of the applicable Royalty Interest are
typically calculated as a percentage of sales revenues generated by the Specified
Product….” (emphasis added). Please supplementally explain this reference to “typically,”
including what constitutes the “typical” circumstances under which Royalty Interests are
so calculated, their frequency and under what circumstance and frequency Royalty
Interests are calculated in an “atypical” manner.
2.Please update the Company’s risk factor disclosure to specifically reference (i) the
Company’s reliance on the exemption at section 3(c)(5)(A) of the Investment Company
Act of 1940 and (ii) the Company’s belief that it may properly rely on the Royalty Pharma
staff letter and its intent to do so.
FirstName LastNameOwen Hughes
Comapany NameXOMA Corporation
May 2, 2024 Page 2
FirstName LastName
Owen Hughes
XOMA Corporation
May 2, 2024
Page 2
Please contact Tamika Sheppard at 202-551-8346 or Alan Campbell at 202-551-4224
with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Branden C. Berns