INVESTOR ALERT: Pomerantz Investigates XOMA Claims!

Background and Context

XOMA Royalty Corporation (NASDAQ: XOMA) – a biotech royalty aggregator – has come under scrutiny after a sharp stock price decline in late 2025. On December 11, 2025, XOMA’s partner Rezolute, Inc. announced that its Phase 3 trial for ersodetug in congenital hyperinsulinism failed to meet key efficacy endpoints (www.prnewswire.com). Following this news, XOMA’s share price plunged roughly 23%, from around $33 to $25.39 by December 19, 2025 (www.prnewswire.com). In response, the law firm Pomerantz LLP announced it is investigating whether XOMA and certain officers engaged in securities fraud or other unlawful practices (www.prnewswire.com). This investor alert signals heightened risk for shareholders, and it sets the stage for a deeper look at XOMA’s fundamentals – from its unique business model and financial policies to its leverage, valuation, and the red flags and open questions now facing investors.

Company Overview: Royalty Aggregator Model

XOMA has transformed itself from a traditional biotech into a “biotech royalty aggregator.” Rather than developing drugs in-house, XOMA acquires economic rights to future milestone and royalty payments on drug candidates that other biotech and pharma companies are developing (xoma.com). In return for upfront funding from XOMA, the partner company receives non-dilutive, non-recourse capital to advance their drug programs (xoma.com). This model has allowed XOMA to build a broad portfolio of partnered drug assets spanning various therapeutic areas. According to the company, roughly 120+ drug programs are tied to XOMA’s royalty interests, including both pre-commercial clinical candidates and a handful of already marketed products. For example, XOMA holds a royalty interest in Roche’s eye drug Vabysmo®, which became one of its largest revenue sources after approval. Royalty receipts from Vabysmo grew from about $7.3 million in 2023 to $16.9 million in 2024, driving XOMA’s total royalty revenues to $20 million in 2024 (versus ~$9 million in 2023) (investors.xoma.com). XOMA’s strategy is to continue expanding its portfolio by acquiring rights to promising drug candidates – even at early stages – thereby positioning itself to collect royalties or milestone payments if and when those drugs succeed. This approach offers potentially high upside, but it also comes with significant risk, as the value of XOMA’s investments depends on partners’ clinical and commercial success (which XOMA cannot control).

Dividend Policy and Shareholder Returns

XOMA does not pay any dividend on its common stock, and it has no plans to do so in the foreseeable future (investors.xoma.com). Management has explicitly stated that they have never paid common dividends and do not anticipate initiating cash dividends on common shares anytime soon (investors.xoma.com). Instead of dividends, XOMA’s strategy for shareholder returns (if any) leans toward capital appreciation and occasional buybacks. In January 2024 the Board authorized a stock repurchase program of up to $50 million through 2027, signaling potential commitment to return capital to shareholders (investors.xoma.com). However, execution of this buyback has been minimal so far – during 2024, XOMA repurchased only 660 shares of its common stock (a trivial ~$13,000 worth) under the program (investors.xoma.com). This suggests the company has prioritized conserving cash for its acquisition and royalty investment activities over buybacks. XOMA also has issued preferred stock as part of its capital structure (discussed below), which carry fixed dividend obligations. Importantly, the 8.625% Series A and 8.375% Series B preferred shares receive quarterly cash dividends (equivalent to $2.15625 and $2.09375 per year, respectively, per share) and rank senior to the common stock in claims (investors.xoma.com). Those preferred dividends must be paid before any common shareholder returns, effectively acting as a financial overhead. (XOMA does not report AFFO/FFO metrics – those are REIT-specific measures not applicable to its business model.) In summary, common shareholders currently receive no direct yield – their investment thesis must rest on XOMA’s growth and eventual stock price appreciation, rather than income.

Leverage and Debt Profile

XOMA has a significant debt load stemming from a unique royalty-backed loan arrangement. In late 2023, XOMA’s subsidiary entered into a loan with funds managed by Blue Owl Capital, drawing an initial $130 million to finance acquisitions (investors.xoma.com). This Blue Owl loan carries a high fixed interest rate of 9.875% and is secured by the royalty stream from Roche’s Vabysmo (and related assets) (investors.xoma.com). The debt is structured such that interest is paid semi-annually using the actual royalties received on Vabysmo; if the royalty payments in any period are insufficient to cover interest, an interest reserve account is tapped, and any shortfall beyond the reserve is capitalized (added to the loan principal) (investors.xoma.com). Conversely, if royalty receipts exceed the interest due, the surplus is applied to pay down the principal (investors.xoma.com). This means the loan effectively amortizes in step with Vabysmo’s sales – but it also means slow or underperforming sales could cause the debt balance to persist or even grow (through unpaid interest accrual). The loan has a very long-dated maturity of December 15, 2038, although XOMA can repay it early at any time (investors.xoma.com). Notably, this borrowing is non-recourse to XOMA’s broader assets: Blue Owl’s recourse is limited to the Vabysmo royalty and the subsidiary holding it (XOMA’s equity in that subsidiary) (investors.xoma.com). In effect, the debt is ring-fenced around one major asset, which limits worst-case loss for XOMA proper but also underscores how critical Vabysmo’s performance is for servicing the loan.

Outside of the Blue Owl loan, XOMA’s capital structure includes the perpetual preferred stocks mentioned earlier (Series A and B) totaling roughly $65 million in liquidation preference (at $25 per preferred share or depositary share). These preferreds function as expensive quasi-debt: XOMA must pay approximately $5.5 million annually in combined preferred dividends (8.3–8.6% yields) before any value accrues to common stock (investors.xoma.com). The preferred shares are redeemable at XOMA’s option – as of 2024, XOMA can call them at $25 plus accrued dividends – but so far XOMA has not redeemed any, likely due to the cost of capital and need to preserve cash (investors.xoma.com) (investors.xoma.com). The company has also occasionally used equity financing, including an ATM (at-the-market) program for issuing common shares and another ATM for issuing Series B preferred shares (investors.xoma.com). As of the latest filings, XOMA had $106.9 million in long-term debt (net of current portion) and $81.9 million in total stockholders’ equity on its balance sheet (investors.xoma.com) (investors.xoma.com). This implies a debt-to-equity ratio above 1.3x, or about 60% debt+preferred vs. 40% equity if we treat the preferred stock as debt-like. In sum, XOMA is highly leveraged, and its cost of capital is steep – a reflection of the risk in its strategy. Management acknowledges that these fixed obligations could constrain future borrowing capacity (investors.xoma.com) and make the company reliant on its partners’ success to meet financial commitments.

Cash Flows and Coverage

XOMA’s ability to cover its interest and preferred dividend obligations hinges on the cash flows from its royalty portfolio. The good news is that royalty receipts have been rising: in the first nine months of 2025, XOMA received $43.9 million in combined royalties and milestones from partners (www.globenewswire.com), already approaching the ~$46 million cash receipts it had in the full year 2024. This growth is mainly due to strong commercial execution by partners like Roche (Vabysmo) and new royalties coming online. For example, by Q3 2025, XOMA noted royalty revenues of $14.3 million in just that quarter (www.globenewswire.com), indicating an annualized run-rate well above prior years. However, cash flow timing can be lumpy. Large milestone payments (or asset sale proceeds) can boost one quarter and then not recur. Meanwhile, expenses – especially interest and preferred dividends – are recurrent and relatively fixed. In Q3 2024, after the Blue Owl financing, XOMA’s interest expense jumped to about $3.5 million for the quarter (investors.xoma.com) (over $14 million annualized), from essentially negligible interest cost before the loan. Annualizing the preferred dividends adds roughly another $5–6 million burden per year. Thus, a ballpark “fixed-charge” run-rate for XOMA by late 2024 was on the order of $18–20 million per year in interest + preferred dividends.

Encouragingly, Vabysmo’s royalties alone (projected >$20 million in 2025) can cover a large portion of those fixed charges (investors.xoma.com). Additionally, XOMA has been profitable on a GAAP basis in recent quarters, thanks largely to one-time gains (for instance, bargain purchase gains from acquisitions). In Q3 2025, XOMA reported GAAP earnings of $0.70 per share, dramatically exceeding analyst expectations, due primarily to an $18 million gain recognized from its HilleVax and Turnstone Biologics acquisitions (www.investing.com). Over the last twelve months, XOMA’s EPS stood around $0.82, reflecting 118% revenue growth year-on-year (www.investing.com). While these figures suggest the company can generate bottom-line profits, investors should note that core operational cash flow (excluding one-offs) is still marginal relative to obligations. XOMA’s management has stated that, based on current cash ($101.6 million unrestricted as of end 2024) and expected royalty inflows, they have sufficient resources to fund operations and obligations for “at least one year” beyond the 10-K filing in early 2025 (investors.xoma.com). In practice, this implies a going-concern horizon through early 2026 absent additional capital or dramatically higher royalties. The company’s current ratio of 3.9 is healthy (www.investing.com) (short-term assets well exceed short-term liabilities), thanks to the cash buffer. However, continued health will rely on either royalty growth or external financing. XOMA has shown it will seek additional capital if needed via equity or debt markets (investors.xoma.com) – which could mean dilution or more leverage if the internal cash generation falls short.

Valuation and Outlook

After the recent stock drop, XOMA’s market capitalization is around $300–$350 million (with shares trading in the mid-$20s per share). On a trailing basis, the stock currently trades at roughly 33x earnings (using the ~$0.82 EPS mentioned above) – though that earnings figure is skewed by non-recurring gains. A more relevant metric might be EV/Sales: XOMA’s enterprise value (market value plus debt and preferred, minus cash) is approximately $500 million, and its 2024 cash receipts were ~$46 million, so EV-to-revenue is about 11x. This is a rich multiple unless one expects substantial growth in royalties. There is indeed a growth narrative: XOMA has ten partnered drug candidates in Phase 3 trials currently – a unusually large late-stage pipeline for its size (www.investing.com). If even a few of these result in approved products with royalties or milestone payouts, XOMA’s revenue could ramp significantly in coming years. Benchmark Capital (one of the covering analysts) remains bullish – in fact, after the Rezolute setback, Benchmark reiterated its Buy rating and a $50 price target for XOMA stock, which represents ~84% upside from the ~$27 level in mid-December 2025 (www.investing.com). The bullish case hinges on XOMA’s existing royalty base (e.g. growing Vabysmo sales) plus the potential of that deep pipeline yielding future payoffs (www.investing.com). By some metrics, XOMA might be undervalued: its PEG ratio (PE-to-growth) is extremely low at ~0.26 (www.investing.com), suggesting the stock’s price/earnings is low relative to its growth rate. Additionally, XOMA’s “fair value” is assessed as slightly undervalued by at least one financial model (www.investing.com).

That said, valuation is tricky for XOMA because traditional metrics depend on the timing and probability of pipeline successes. Many of XOMA’s Phase 3 assets are in the hands of partner companies and subject to clinical trial outcomes, regulatory approvals, and market launches. A string of successes could transform XOMA’s earnings power (and likely its stock price) dramatically upward, while failures could leave the company with sunk costs and little to show – making the current multiple far less attractive. It’s also notable that larger royalty-focused companies (for example, Royalty Pharma) tend to trade at lower multiples and pay dividends, reflecting their focus on already-commercialized products and steadier cash flows. XOMA, by contrast, embodies a higher-risk, venture-like profile within the royalty space. Its valuation therefore prices in a lot of future potential, and investors are essentially betting that XOMA’s unique portfolio will yield multiple winners in the coming years.

Risks and Red Flags

Investors should be aware of several key risks and red flags surrounding XOMA:

- Pipeline Failures and Write-offs: XOMA’s portfolio is exposed to clinical development risk. The Rezolute trial failure is a prime example – a once-promising therapy in congenital hyperinsulinism fizzled, erasing a potential revenue stream and triggering a sharp stock decline (www.prnewswire.com) (www.prnewswire.com). This was not an isolated incident. In 2023, XOMA had to record $15.8 million in impairment charges after two partners’ programs were discontinued: one partner (Bioasis) shut down operations, and another (Organon) terminated its license for the drug ebopiprant (investors.xoma.com). These write-offs highlight that XOMA can spend millions to acquire rights that ultimately become worthless. The inherent uncertainty of drug development means such setbacks could recur, undermining XOMA’s asset value.

- High Leverage and Fixed Obligations: As discussed, XOMA has significant fixed financial burdens – interest on the Blue Owl debt and dividends on preferred stock – totaling around $18+ million per year. These obligations exist regardless of whether XOMA’s partners generate cash for the company. While the Blue Owl loan is structured to be paid from Vabysmo royalties, there is a risk of interest compounding if royalties disappoint (investors.xoma.com). Carrying a nearly 10% interest loan and 8% preferred equity is a red flag in itself; it indicates XOMA couldn’t fund its strategy with cheaper capital, hinting at the risk level perceived by lenders. High leverage also amplifies outcomes – if royalty revenues falter or delay, XOMA could face liquidity pressure quickly despite an otherwise valuable portfolio. The company acknowledges that ongoing preferred dividend requirements limit its ability to borrow more and are an ongoing expenditure it must fund (investors.xoma.com). In short, XOMA’s financial flexibility is limited and its runway is partly tied to credit market conditions (any refinancing or new raise) and partner performance.

- Dilution and Complex Acquisitions: XOMA’s growth strategy involves frequent acquisitions of cash-rich or royalty-bearing biotechs (often via tender offers with contingent value rights). While these deals (e.g. the 2024 acquisitions of Kinnate, HilleVax, LAVA Therapeutics, Turnstone, etc.) can add cash and pipeline assets to XOMA, they also introduce complexity and potential dilution. XOMA often issues cash plus CVRs giving most of the future asset sale proceeds back to the acquired company’s shareholders (investors.xoma.com) (investors.xoma.com). For example, when XOMA acquired Kinnate Biopharma in 2024, it immediately returned the majority of Kinnate’s cash to Kinnate’s own shareholders and promised 85% of any future milestone/royalty payments from Kinnate’s drugs to those shareholders via CVRs (investors.xoma.com) (investors.xoma.com). XOMA kept only a minority stake in those potential upsides (15%) and a small net cash addition (~$9.5 million) (investors.xoma.com) (investors.xoma.com). While the structure protected XOMA from overpaying for uncertain assets, it means XOMA’s shareholders won’t fully benefit if those assets succeed. Additionally, the continuous M&A activity can strain management resources and may signal that organic royalty growth is insufficient – a possible red flag. Frequent issuance of equity (common or preferred via ATM programs) is another form of dilution risk that investors must monitor (investors.xoma.com).

- Legal and Regulatory Risks: The Pomerantz investigation itself is a red flag. It suggests some investors allege that XOMA’s management might have misled shareholders or failed to disclose material information around the Rezolute trial or other matters (www.prnewswire.com). While such class-action investigations are not uncommon after a biotech stock plunge, they could lead to a lawsuit that distracts management and potentially costs the company (settlements, legal fees – although often covered by D&O insurance). Separately, as XOMA acquires assets and companies, it inherits any regulatory or compliance issues tied to them. The cross-border nature of some deals (e.g. companies in Europe) and dealing with multiple partners means XOMA has a lot of moving parts to supervise. Any misstep in reporting or partner communications could invite regulatory scrutiny. At a minimum, the Pomerantz alert points to heightened governance risk – investors will be watching management’s transparency and whether they adjust disclosures to better communicate risks.

- Concentrated Revenue Sources: Despite a broad portfolio on paper, XOMA’s near-term cash flows are dominated by a few sources. In particular, Roche’s Vabysmo (for retinal diseases) is currently the workhorse producing the bulk of royalties (investors.xoma.com). A single-product reliance exposes XOMA to concentration risk – if Vabysmo’s sales were to slow (due to competition, new therapies like gene therapy, pricing pressures, etc.), XOMA’s finances would be directly hurt. Other marketed products contributing royalties (e.g. IXINITY for hemophilia, DSUVIA pain therapy, etc.) are much smaller. Until more pipeline candidates win approval, XOMA is not a very diversified cash-flow business. Moreover, some of XOMA’s royalty agreements might be subject to buyout or termination clauses (this is common in royalty financing, where the partner can sometimes pay a fixed sum to terminate future royalty obligations). Such an event could suddenly remove a stream of income in exchange for a one-time payment – which may or may not adequately compensate future value. Investors should scrutinize disclosures for any such terms.

In sum, XOMA faces a combination of biotech development risk and financial risk. The company’s bold strategy provides upside, but the downside exposures are significant – making careful due diligence and risk management essential for any investor in XOMA.

Open Questions for Investors

Given the mix of opportunities and risks in XOMA’s story, here are some open questions investors may want to consider going forward:

1. Can XOMA’s late-stage pipeline deliver? – With around ten partnered candidates in Phase 3 trials, the next 1–2 years are critical. Will a few of these programs (e.g. Day One’s tovorafenib for pediatric brain tumors, Janssen/Pfizer-partnered assets from LAVA, etc.) achieve positive results or approvals? Successful outcomes could unlock sizeable milestone payments and new royalty streams, transforming XOMA’s revenue base. Conversely, further trial failures (like Rezolute’s) would not only hurt near-term stock sentiment but also call into question the value of XOMA’s extensive portfolio.

2. How sustainable is the business model under tightening conditions? – XOMA’s model involves upfront cash outlays (or assuming liabilities) for future uncertain payoffs. It has been facilitated by a favorable capital environment – XOMA raised debt and preferred equity at high cost but at least had access to capital. If interest rates remain elevated or if investor appetite for funding such deals wanes, can XOMA continue to replenish its war chest without excessively diluting shareholders or over-leveraging? The company’s current cash runway extends into 2026 (investors.xoma.com); beyond that, will XOMA be able to self-fund through royalty income growth, or will it need to tap markets again?

3. What will be the outcome of the Pomerantz investigation? – While many class action investigations do not find egregious wrongdoing, the allegations of possible securities fraud are serious (www.prnewswire.com). Investors should watch for any class action filings or regulatory inquiries. Even if XOMA’s management is eventually cleared, the situation may prompt improvements in how the company communicates about its partners’ progress and setbacks. If a lawsuit proceeds, could it result in a settlement that materially impacts XOMA’s finances or forces corporate governance changes? This remains an uncertainty hovering over the stock in the near term.

4. Will XOMA shift its capital allocation going forward? – XOMA has so far reinvested nearly all resources into acquisitions and royalty deals, with negligible buybacks and no dividends. As large royalty streams (like Vabysmo) grow, will the company start returning some cash to common shareholders, or will it double down on acquiring more assets? Management’s incentives and background (the CEO and team have roots in biotech investing) suggest growth is the focus. However, if the stock remains undervalued relative to asset value, pressure could mount to use the authorized $50 million buyback more aggressively. Any hint of a strategy shift toward shareholder returns would be a notable development to monitor.

5. Are there hidden risks or assets? – XOMA’s many deals and CVR agreements are complex. There may be hidden risks such as undisclosed contingent liabilities, integration costs, or partner dependencies beyond what’s obvious. Conversely, there may be underappreciated assets – for instance, XOMA retaining a 15% interest in potential $270 million of milestones/royalties from the sold Kinnate assets (investors.xoma.com) (investors.xoma.com), or similar stakes from the LAVA and HilleVax deals. How much could those be worth, and are they factored into analysts’ valuations? Investors should seek clarity on these opaque parts of XOMA’s portfolio to fully calibrate the risk/reward.

In conclusion, XOMA presents a high-risk, high-reward profile. The company sits at the intersection of biotech innovation and structured finance, offering investors exposure to a broad swath of drug development without the typical R&D cost – but not without cost of a different kind (expensive capital and complex deal structures). The recent Pomerantz action is a reminder that when things go wrong (even indirectly through a partner), XOMA’s stock can be punished severely. Going forward, XOMA’s fate will likely be determined by the outcomes of key trials and the performance of its royalty-bearing products. Investors alerted to the current situation should weigh the attractive upside potential (a diversified pipeline with multiple shots on goal) against the substantial risks (financial leverage, partner failures, and uncertainty of cash flows). Carefully watching news flow from XOMA’s partners, management’s capital moves, and the resolution of legal questions will be crucial in the coming quarters. (www.prnewswire.com) (www.investing.com)