Mural Oncology Enters Material Definitive Agreement

TL;DR

Mural Oncology just signed a big deal, filing an 8-K today.

AI Summary

Mural Oncology plc announced on August 20, 2025, that it has entered into a material definitive agreement. The company, previously known as Pistachiovale Ltd and Mural Oncology Ltd, is incorporated in Ireland and operates in the pharmaceutical preparations sector.

Why It Matters

This filing indicates a significant new contract or partnership for Mural Oncology, which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — Entering into a material definitive agreement can carry inherent risks related to the terms, execution, and potential impact on the company's strategic direction.

Key Players & Entities

• Mural Oncology plc (company) — Registrant
• Pistachiovale Ltd (company) — Former company name
• Mural Oncology Ltd (company) — Former company name
• August 20, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 M — istered Ordinary Shares, nominal value $0.01 MURA The Nasdaq Global Market Indicate
• $2.035 — ntitled to receive a base cash price of $2.035 per share (the "Base Price Per Share"),
• $36.2 million — sis of the Company having approximately $36.2 million of closing net cash (calculated in acco
• $0.205 — ditional cash amount per share of up to $0.205 (the "Additional Price Per Share," and

Filing Documents

• d947368d8k.htm (8-K) — 64KB
• d947368dex21.htm (EX-2.1) — 625KB
• d947368dex22.htm (EX-2.2) — 40KB
• d947368dex23.htm (EX-2.3) — 52KB
• d947368dex991.htm (EX-99.1) — 889KB
• d947368dex992.htm (EX-99.2) — 25KB
• d947368dex993.htm (EX-99.3) — 25KB
• g947368g0819233955221.jpg (GRAPHIC) — 4KB
• g947368g0819233955913.jpg (GRAPHIC) — 5KB
• 0001193125-25-183796.txt ( ) — 2192KB
• mura-20250820.xsd (EX-101.SCH) — 3KB
• mura-20250820_lab.xml (EX-101.LAB) — 17KB
• mura-20250820_pre.xml (EX-101.PRE) — 11KB
• d947368d8k_htm.xml (XML) — 4KB

From the Filing

8-K 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): August 20, 2025 Mural Oncology plc (Exact name of Registrant as Specified in Its Charter) Ireland 001-41837 98-1748617 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 10 Earlsfort Terrace Dublin 2 , D02 T380 , Ireland Not Applicable (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code: + 353 - 1-905-8020 Not Applicable (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 Instructions A.2. below): Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Ordinary Shares, nominal value $0.01 MURA The Nasdaq Global Market 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. Item1.01 Entry into a Material Definitive Agreement. Transaction Agreement On August 20, 2025, Mural Oncology plc (the "Company") entered into a Transaction Agreement (the "Transaction Agreement") with XOMA Royalty Corporation, a Nevada corporation ("Bidder"), and XRA 5 Corp., a Delaware corporation and wholly-owned subsidiary of Bidder ("Sub"). Under the terms of the Transaction Agreement, Sub has agreed to acquire the entire issued and to be issued share capital of the Company (the "Acquisition") pursuant to an Irish High Court (the "High Court") sanctioned scheme of arrangement under Chapter 1 of Part 9 of the Companies Act 2014 of Ireland (the "Scheme"), or under certain circumstances, subject to the terms of the Transaction Agreement, a Takeover Offer (as defined below). Subject to the satisfaction or waiver of all conditions set forth in the Conditions Appendix (as defined below), the Acquisition is expected to close by the end of 2025. Pursuant to the terms of the Transaction Agreement and subject to certain conditions and the closing of the Acquisition (the "Closing"), the Company's shareholders (i) are entitled to receive a base cash price of $2.035 per share (the "Base Price Per Share"), which has been calculated on the basis of the Company having approximately $36.2 million of closing net cash (calculated in accordance with the Transaction Agreement) (the "Estimated Closing Net Cash") and is payable to the Company's shareholders at the Closing regardless of the actual amount of the Company's closing net cash on or before the Closing, and (ii) may receive an additional cash amount per share of up to $0.205 (the "Additional Price Per Share," and together with the Base Price Per Share, the "Consideration"). The Additional Price Per Share is calculated on the basis of the amount by which the Company's actual closing net cash (calculated in accordance with the Transaction Agreement) on the Closing Net Cash Calculation Date (as defined in the Transaction Agreement) exceeds the Estimated Closing Net Cash. The Additional Price Per Share will only be payable to the Company's shareholders upon the Closing if the Company's actual closing net cash on the Closing Net Cash Calculation Date exceeds the Estimated Closing Net Cash. There is no certainty that the Company's actual closing net cash on the Closing Net Cash Calculation Date will exceed the Estimated Closing Net Cash and, if the Company's actual closing net cash does not exceed the Estimated Closing Net Cash, the amount of the Additional Price Per Share will be zero and each of the Company's shareholders would receive only the Base Price Per Share. The Additional Price Per Share is subject to a cap of a maximum amount of $0.205 per share. Each option to purchase Company shares that is outstanding as of immediately prior to the Closing (whether or not vested) shall, as of the Closing, be automatically

View Full Filing

View this 8-K filing on SEC EDGAR