As filed with the Securities and Exchange Commission on March 8, 2024.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-4
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
XOMA CORPORATION
(Exact
name of registrant as specified in its charter)
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Delaware |
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2834 |
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52-2154066 |
(State or other jurisdiction of
incorporation or organization) |
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(Primary Standard Industrial
Classification Code Number) |
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(I.R.S. Employer
Identification No.) |
2200 Powell Street, Suite 310
Emeryville, CA 94608
(510)
204-7200
(Address, including zip code, and telephone number, including area code, of
registrants principal executive offices)
Thomas Burns
Senior Vice President, Finance and Chief Financial Officer
XOMA Corporation
2200
Powell Street, Suite 310
Emeryville, CA 94608
(510) 204-7200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Ryan A.
Murr
Branden C. Berns
Melanie E. Neary
Gibson,
Dunn & Crutcher LLP
One Embarcadero Center, Suite 2600
San Francisco, CA 94111
(415) 393-8373
Approximate
date of commencement of proposed sale to public: From time to time after this registration statement becomes effective.
If the
securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large
accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act:
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Large accelerated filer |
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☐ |
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Smaller reporting company |
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☒ |
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Accelerated Filer |
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☐ |
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Emerging growth company |
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☐ |
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Non-accelerated filer |
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☒ |
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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 7(a)(2)(B) of the Securities Act. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration
statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.