AG真人官方

XOMA Royalty Announces Closing of Tender Offer for Turnstone Biologics

- Turnstone Stockholders Received $0.34 Per Share in Cash Plus Contingent Value Right -

EMERYVILLE, Calif., Aug. 11, 2025 (GLOBE NEWSWIRE) -- XOMA Royalty Corporation (NASDAQ: XOMA) (鈥淴OMA Royalty鈥� or the 鈥淐ompany鈥�), a biotechnology royalty aggregator playing a distinctive role in helping biotech companies achieve their goal of improving human health, today announced the Company has successfully completed its previously announced tender offer to acquire all outstanding shares of Turnstone Biologics Corp. (NASDAQ: TSBX) common stock for a price per share of $0.34 in cash (the 鈥淐ash Amount鈥�), plus one non-tradeable contingent value right (鈥淐VR鈥� and together with the Cash Amount, the 鈥淥ffer Price鈥�).

The tender offer and related withdrawal rights expired one minute after 11:59 p.m. Eastern Time on Thursday, August 7, 2025 (the 鈥淓xpiration Date鈥�). 听As of the Expiration Date, a total of 17,192,002 shares of Turnstone common stock were validly tendered, and not validly withdrawn, representing approximately 74% of the outstanding shares of Turnstone common stock as of the Expiration Date. 听As of the Expiration Date, the number of shares validly tendered in accordance with the terms of the tender offer and not validly withdrawn satisfied the minimum tender condition, and all other conditions to the tender offer were satisfied or waived. 听Immediately after the Expiration Date, XOMA Royalty irrevocably accepted for payment all shares validly tendered and not validly withdrawn and expects to promptly pay for such shares.

Following the closing of the tender offer, XOMA Royalty merged Turnstone with and into a subsidiary, XRA 3 Corp. (the 鈥淢erger鈥�), and all shares of Turnstone common stock that had not been validly tendered were converted into the right to receive the Offer Price. 听As a result of the Merger, Turnstone became a wholly owned subsidiary of XOMA Royalty.听 Prior to the opening of trading on The Nasdaq Stock Market LLC (鈥淣asdaq鈥�) on August 11, 2025, all shares of Turnstone common stock will cease trading on Nasdaq, and Turnstone intends promptly to cause such shares to be delisted from Nasdaq and deregistered under the Securities Exchange Act of 1934, as amended.

Advisors
XOMA Royalty was represented by Gibson, Dunn & Crutcher LLP. 听Leerink Partners acted as the exclusive financial advisor and Cooley LLP acted as legal counsel to Turnstone.

About XOMA Royalty Corporation
XOMA Royalty is a biotechnology royalty aggregator playing a distinctive role in helping biotech companies achieve their goal of improving human health.听 XOMA Royalty acquires the potential future economics associated with pre-commercial and commercial therapeutic candidates that have been licensed to pharmaceutical or biotechnology companies.听 When XOMA Royalty acquires the future economics, the seller receives non-dilutive, non-recourse funding they can use to advance their internal drug candidate(s) or for general corporate purposes.听 XOMA Royalty has an extensive and growing portfolio of assets (asset defined as the right to receive potential future economics associated with the advancement of an underlying therapeutic candidate).听 For more information about XOMA Royalty and its portfolio, please visit or follow XOMA Royalty Corporation on .

Forward-Looking Statements/Explanatory Notes
Certain statements contained in this press release are forward-looking statements, including statements regarding the payment and timing of payment of the Offer Price to former Turnstone common stockholders and the ability and timing of delisting of Turnstone鈥檚 common stock. 听In some cases, you can identify such forward-looking statements by terminology such as 鈥渆xpect,鈥� 鈥渕ay,鈥� or 鈥渨ill,鈥� the negative of these terms or similar expressions. 听These forward-looking statements are not a guarantee of XOMA Royalty鈥檚 performance, and you should not place undue reliance on such statements. 听These statements are based on assumptions that may not prove accurate, and actual results could differ materially from those anticipated due to certain risks including that XOMA Royalty does not achieve anticipated net cash after winding down Turnstone鈥檚 operations, that the timing of the payment or delisting may be delayed and that there are no payments made under the CVRs. 听Other potential risks to XOMA Royalty meeting these expectations are described in more detail in XOMA Royalty鈥檚 most recent filing on Form 10-Q and in other filings with the Securities and Exchange Commission (鈥淪EC鈥�). 听Any forward-looking statement in this press release represents XOMA Royalty鈥檚 beliefs and assumptions only as of the date of this press release and should not be relied upon as representing its views as of any subsequent date. 听XOMA Royalty disclaims any obligation to update any forward-looking statement, except as required by applicable law.

EXPLANATORY NOTE: Any references to 鈥減ortfolio鈥� in this press release refer strictly to milestone and/or royalty rights associated with a basket of drug products in development. 听Any references to 鈥渁ssets鈥� in this press release refer strictly to milestone and/or royalty rights associated with individual drug products in development.