BVF Partners Amends XOMA Stake, Signals Ownership Change
Ticker: XOMAP · Form: SC 13D/A · Filed: Jan 16, 2024 · CIK: 791908
| Field | Detail |
|---|---|
| Company | Xoma Corp (XOMAP) |
| Form Type | SC 13D/A |
| Filed Date | Jan 16, 2024 |
| Risk Level | medium |
| Pages | 11 |
| Reading Time | 13 min |
| Key Dollar Amounts | $0.0075, $20,155,453, $19,520,410, $303,407, $641,166 |
| Sentiment | neutral |
Complexity: simple
Sentiment: neutral
Topics: insider-ownership, amendment, institutional-investor
TL;DR
**BVF Partners just updated their XOMA stake, watch for potential market reaction.**
AI Summary
BVF Partners L.P., an investment fund, has filed an Amendment No. 10 to its Schedule 13D for XOMA Corporation, indicating a change in their beneficial ownership. This filing, dated January 11, 2024, updates previous disclosures about their stake in XOMA's Common Stock, $0.0075 par value. This matters to investors because it signals that a significant institutional investor is adjusting its position, which could reflect their updated outlook on XOMA's future performance or strategic direction.
Why It Matters
This filing indicates a notable institutional investor, BVF Partners L.P., has changed its beneficial ownership in XOMA, which can influence market perception and potentially the stock price.
Risk Assessment
Risk Level: medium — Changes in significant institutional ownership can introduce volatility and uncertainty, as other investors may interpret it as a bullish or bearish signal.
Analyst Insight
A smart investor would investigate the specific changes detailed in the full Schedule 13D/A filing to understand the nature of BVF Partners L.P.'s adjusted stake and its potential implications for XOMA's stock price and corporate governance.
Key Players & Entities
- XOMA Corporation (company) — the issuer of the securities
- BVF Partners L.P. (company) — the filing person and investment adviser
- James Kratky (person) — contact person for BVF Partners L.P.
- Kenneth A. Schlesinger, Esq. (person) — legal counsel for the filing person from Olshan Frome Wolosky LLP
- $0.0075 (dollar_amount) — par value of XOMA's Common Stock
Forward-Looking Statements
- Other institutional investors may re-evaluate their positions in XOMA Corporation following this amendment from BVF Partners L.P. (XOMA Corporation) — medium confidence, target: Q1 2024
FAQ
What is the purpose of this specific filing?
This filing is Amendment No. 10 to Schedule 13D, indicating an update to previously reported beneficial ownership information by BVF Partners L.P. regarding XOMA Corporation's securities.
Who is the subject company of this filing?
The subject company is XOMA Corporation, with a CIK of 0000791908 and a business address of 2200 Powell Street, Suite 310, Emeryville, CA 94608.
Who is the entity making this filing?
The entity making this filing is BIOTECHNOLOGY VALUE FUND L P (BVF Partners L.P.), with a CIK of 0000918923 and a business address of 44 Montgomery Street, 40th Floor, San Francisco, CA 94104.
What is the date of the event that triggered this filing?
The date of the event which requires the filing of this statement is January 11, 2024.
What type of securities are involved in this filing?
The securities involved are Common Stock, with a $0.0075 par value, of XOMA Corporation, identified by CUSIP Number 98419J 206.
Filing Stats: 3,315 words · 13 min read · ~11 pages · Grade level 10.4 · Accepted 2024-01-16 17:22:40
Key Financial Figures
- $0.0075 — ation (Name of Issuer) Common Stock, $0.0075 par value (Title of Class of Securiti
- $20,155,453 — owned directly by BVF is approximately $20,155,453, including brokerage commissions. The a
- $19,520,410 — owned directly by BVF2 is approximately $19,520,410, including brokerage commissions. The a
- $303,407 — tly by Trading Fund OS is approximately $303,407, including brokerage commissions. The a
- $641,166 — tners Managed Accounts is approximately $641,166, including brokerage commissions. The
- $0.05 — Convertible Preferred Stock, par value $0.05 per share (the “Series X Preferre
- $9,321,390 — owned directly by BVF is approximately $9,321,390, including brokerage commissions. The a
- $6,069,180 — owned directly by BVF2 is approximately $6,069,180, including brokerage commissions. The a
- $1,660,360 — tly by Trading Fund OS is approximately $1,660,360, including brokerage commissions. The a
- $3,111,160 — tners Managed Accounts is approximately $3,111,160, including brokerage commissions. Item
Filing Documents
- sc13da1007422xoma_01162024.htm (SC 13D/A) — 279KB
- ex99113da1007422xoma_011624.htm (EX-99.1) — 8KB
- 0000921895-24-000086.txt ( ) — 288KB
Identity and Background
Item 2. Identity and Background .
is hereby amended
Item 2 is hereby amended to add the following: As of January 11, 2024, Matthew Perry, a former partner at Partners, is no longer a member of a Section 13(d) group with the other Reporting Persons. Accordingly, Mr. Perry is no longer a Reporting Person. The remaining Reporting Persons will continue to file statements on Schedule 13D with respect to securities of the Issuer to the extent required by applicable law. Mr. Perry continues to serve as a director of the Issuer.
Source and Amount of Funds or Other Consideration
Item 3. Source and Amount of Funds or Other Consideration .
is hereby amended
Item 3 is hereby amended and restated to read as follows: The Shares purchased by BVF, BVF2 and Trading Fund OS and held in the Partners Managed Accounts were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate purchase price of the 1,789,844 Shares owned directly by BVF is approximately $20,155,453, including brokerage commissions. The aggregate purchase price of the 1,618,637 Shares owned directly by BVF2 is approximately $19,520,410, including brokerage commissions. The aggregate purchase price of the 75,287 Shares owned directly by Trading Fund OS is approximately $303,407, including brokerage commissions. The aggregate purchase price of the 149,975 Shares held in the Partners Managed Accounts is approximately $641,166, including brokerage commissions. The aggregate purchase price of the 2,313 shares of Series X Convertible Preferred Stock, par value $0.05 per share (the “Series X Preferred Stock”), owned directly by BVF is approximately $9,321,390, including brokerage commissions. The aggregate purchase price of the 1,506 shares of Series X Preferred Stock owned directly by BVF2 is approximately $6,069,180, including brokerage commissions. The aggregate purchase price of the 412 shares of Series X Preferred Stock owned directly by Trading Fund OS is approximately $1,660,360, including brokerage commissions. The aggregate purchase price of the 772 shares of Series X Preferred Stock held in the Partners Managed Accounts is approximately $3,111,160, including brokerage commissions.
Purpose of Transaction
Item 4. Purpose of Transaction .
is hereby amended
Item 4 is hereby amended to add the following: As of January 11, 2024, Matthew Perry ceased to be a partner at Partners. Mr. Perry continues to serve as a director of the Issuer.
Interest in Securities of the Issuer
Item 5. Interest in Securities of the Issuer . Items 5(a)-(c) are hereby amended and restated to read as follows: (a) The aggregate percentage of Shares reported owned by each person named herein is based on 11,487,808 Shares outstanding as of November 2, 2023, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2023. 12 CUSIP No. 98419J 206 As of the date hereof, the Reporting Persons and the Partners Managed Accounts hold an aggregate of 5,003 shares of Series X Preferred Stock, convertible into an aggregate of 5,003,000 Shares. Each share of Series X Preferred Stock is convertible into 1,000 Shares. The Reporting Persons and the Partners Managed Accounts shall not have the right to convert any portion of the Series X Preferred Stock held by them to the extent that, after giving effect to such conversion, they, together with their Attribution Parties (as defined in the Series X Preferred Stock Certificate of Designation of Preferences, Rights and Limitations), would beneficially own a number of Shares in excess of 19.99% of the number of Shares outstanding immediately after giving effect to the issuance of Shares pursuant to such conversion. As of the date hereof, the Series X Beneficial Ownership Limitation prohibits the conversion of all the Series X Preferred Stock held by the Reporting Persons and the Partners Managed Accounts. As of the date hereof, (i) BVF beneficially owned 1,789,844 Shares, excluding 2,313,000 Shares issuable upon the conversion of certain Series X Preferred Stock held by it, representing percentage ownership of approximately 15.6% of the Shares outstanding, (ii) BVF2 beneficially owned 1,618,637 Shares, excluding 1,506,000 Shares issuable upon the conversion of certain Series X Preferred Stock held by it, representing percentage ownership of approximately 14.1% of the Shares outstanding, (iii) Trading Fund O
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer .
is hereby amended
Item 6 is hereby amended to add the following: On January 16, 2024, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Material to be Filed as Exhibits
Item 7. Material to be Filed as Exhibits .
is hereby amended
Item 7 is hereby amended to add the following Exhibit: 99.1 Joint Filing Agreement, by and among Biotechnology Value Fund, L.P., Biotechnology Value Fund II, L.P., Biotechnology Value Trading Fund OS, L.P., BVF Partners OS Ltd., BVF GP Holdings LLC, BVF Partners L.P., BVF Inc. and Mark N. Lampert, dated January 16, 2024. 14 CUSIP No. 98419J 206
SIGNATURES
SIGNATURES After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: January 16, 2024 BIOTECHNOLOGY VALUE FUND, L.P. BIOTECHNOLOGY VALUE TRADING FUND OS LP By: BVF I GP LLC, its general partner By: BVF Partners L.P., its investment manager By: BVF Inc., its general partner By: /s/ Mark N. Lampert Mark N. Lampert By: /s/ Mark N. Lampert Chief Executive Officer Mark N. Lampert President BVF I GP LLC BVF GP HOLDINGS LLC By: /s/ Mark N. Lampert Mark N. Lampert By: /s/ Mark N. Lampert Chief Executive Officer Mark N. Lampert Chief Executive Officer BIOTECHNOLOGY VALUE FUND II, L.P. BVF PARTNERS L.P. By: BVF II GP LLC, its general partner By: BVF Inc., its general partner By: /s/ Mark N. Lampert Mark N. Lampert By: /s/ Mark N. Lampert Chief Executive Officer Mark N. Lampert President BVF II GP LLC BVF INC. By: /s/ Mark N. Lampert Mark N. Lampert By: /s/ Mark N. Lampert Chief Executive Officer Mark N. Lampert President BVF PARTNERS OS LTD. /s/ Mark N. Lampert By: BVF Partners L.P., its sole member MARK N. LAMPERT By: BVF Inc., its general partner By: /s/ Mark N. Lampert Mark N. Lampert President 15