HilleVax, Inc. Reports Major Corporate Changes
| Field | Detail |
|---|---|
| Company | Hillevax, Inc. |
| Form Type | 8-K |
| Filed Date | Sep 17, 2025 |
| Risk Level | high |
| Pages | 8 |
| Reading Time | 9 min |
| Key Dollar Amounts | $0.0001, $1.95 |
| Sentiment | mixed |
Sentiment: mixed
Topics: acquisition, delisting, corporate-governance, change-of-control
TL;DR
HilleVax 8-K: Acquisition/Disposition, Delisting Notice, Control Change, Exec/Director Moves, Bylaw Changes - BIG SHIFT.
AI Summary
On September 17, 2025, HilleVax, Inc. filed an 8-K report detailing several significant events. These include the completion of an acquisition or disposition of assets, a notice of delisting or failure to meet listing standards, material modifications to security holder rights, and changes in control of the registrant. The report also covers departures and appointments of officers and directors, amendments to governing documents, and the filing of financial statements and exhibits.
Why It Matters
This 8-K filing indicates substantial shifts in HilleVax's corporate structure and listing status, which could significantly impact its operations and shareholder value.
Risk Assessment
Risk Level: high — The filing indicates multiple significant corporate events including potential delisting and changes in control, which introduce considerable uncertainty and risk.
Key Players & Entities
- HilleVax, Inc. (company) — Registrant
- September 17, 2025 (date) — Date of earliest event reported
FAQ
What specific assets were acquired or disposed of by HilleVax, Inc. on or around September 17, 2025?
The filing does not specify the details of the asset acquisition or disposition, only that it has been completed.
What are the reasons for HilleVax, Inc.'s notice of delisting or failure to satisfy a continued listing rule?
The filing does not provide the specific reasons for the delisting notice or failure to meet listing standards.
What specific changes in control of HilleVax, Inc. occurred?
The filing indicates a change in control but does not specify the nature or parties involved in this change.
Were there any material modifications to the rights of HilleVax, Inc. security holders?
The filing states that material modifications to the rights of security holders have occurred, but the specifics are not detailed in this summary.
What are the key financial statements and exhibits filed with this 8-K report?
The filing indicates that financial statements and exhibits are included, but their specific content is not detailed in the provided summary.
Filing Stats: 2,255 words · 9 min read · ~8 pages · Grade level 10.7 · Accepted 2025-09-17 09:24:18
Key Financial Figures
- $0.0001 — ich registered Common Stock, par value $0.0001 per share HLVX The Nasdaq Global Se
- $1.95 — of the Company (the "Shares"), for (i) $1.95 in cash per Share, payable without inte
Filing Documents
- d91297d8k.htm (8-K) — 41KB
- d91297dex22.htm (EX-2.2) — 146KB
- d91297dex31.htm (EX-3.1) — 31KB
- d91297dex32.htm (EX-3.2) — 123KB
- 0001193125-25-205570.txt ( ) — 546KB
- hlvx-20250917.xsd (EX-101.SCH) — 3KB
- hlvx-20250917_lab.xml (EX-101.LAB) — 18KB
- hlvx-20250917_pre.xml (EX-101.PRE) — 11KB
- d91297d8k_htm.xml (XML) — 4KB
Financial Statements and Exhibits
Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description of Exhibit 2.1 Agreement and Plan of Merger, dated August 4, 2025, by and among XOMA Royalty Corporation, XRA 4 Corp. and the Company (incorporated by reference to Exhibit 2.1 on the Current Report on Form 8-K, filed on August 4, 2025).* 2.2 Contingent Value Rights Agreement, dated September 17, 2025, by and between Parent, Merger Sub, Broadridge Corporate Issuer Solutions, LLC and Dr. Robert Hershberg, solely in his capacity as the initial representative, agent and attorney in-fact of the holders. 3.1 Second Amended and Restated Certificate of Incorporation of HilleVax, Inc. (filed herewith). 3.2 Second Amended and Restated Bylaws of HilleVax, Inc. (filed herewith). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Certain exhibits, annexes and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted exhibits, annexes and schedules upon request by the SEC; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any annexes or schedules so furnished.
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. HILLEVAX, INC. By: /s/ Paul S. Bavier Name: Paul S. Bavier Title: General Counsel and Chief Administrative Officer Dated: September 17, 2025