XOMAP XOMA Corporation

Exhibit 23.1

KPMG LLP

Suite 1100

4655 Executive Drive

San Diego, CA 92121-3132

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the registration statements (Nos. 333-269459, 333-151416, 333-171429, 333-174730, 333-181849, 333-198719, 333-204367, 333-212238, 333-218378, 333-232398, 333-265248 and 333-272054) on Form S-8, registration statement No. 333-277812 on Form S-4 and registration statement No. 333-277794 on Form S-3 of XOMA Corporation of our report dated March 28, 2024, with respect to the consolidated financial statements of Kinnate Biopharma Inc., which report appears in the Form 8-K/A of XOMA Corporation dated June 13, 2024.

San Diego, California

June 13, 2024

KPMG LLP, a Delaware limited liability partnership and a member firm of

the KPMG global organization of independent member firms affiliated with

KPMG International Limited, a private English company limited by guarantee.

Exhibit 99.2

TABLE OF CONTENTS

1

KINNATE BIOPHARMA INC.

CONDENSED CONSOLIDATED BALANCE SHEET

(unaudited)

(in thousands)

2

KINNATE BIOPHARMA INC.

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS

(unaudited)

(in thousands)

3

KINNATE BIOPHARMA INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

(unaudited)

(in thousands, except share amounts)

4

KINNATE BIOPHARMA INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(unaudited)

(in thousands)

5

KINNATE BIOPHARMA INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. Organization and Basis of Presentation

Organization and Nature of Operations

Kinnate Biopharma Inc. (Kinnate or the Company) was incorporated in the State of Delaware in January 2018. The Company formerly had offices in San Francisco and San Diego, California prior to assigning its lease agreements and transitioning to a remote-only company. The Company is a precision oncology company focused on the discovery, design and development of small molecule kinase inhibitors for difficult-to-treat, genomically defined cancers.

Since its inception, the Company has devoted substantially all of its resources to research and development activities, business planning, establishing and maintaining its intellectual property portfolio, hiring personnel, raising capital, and providing general and administrative support for these operations. It has incurred losses and negative cash flows from operations since commencement of its operations. The Company had an accumulated deficit of $385.1 million and had cash and cash equivalents of $151.3 million as of March 31, 2024. From its inception through March 31, 2024, the Company has financed its operations primarily through issuances of common stock.

On April 3, 2024, Kinnate was acquired and became a wholly owned subsidiary of XOMA Corporation (XOMA). Pursuant to the merger agreement, XOMA paid a price per share of common stock outstanding consideration of $2.5879 plus a non-transferable contingent value right representing the right to receive potential payments pursuant to the Contingent Value Rights Agreement (CVR). Immediately prior to the acquisition of the Company by XOMA, each option outstanding and not then vested or exercisable became fully vested and exercisable. As of the date of the acquisition, all outstanding options were cancelled, and the holders of the options were granted a right to potentially receive cash from the CVR.

Concurrent with XOMA’s acquisition of the Company, the Company amended and restated the certificate of incorporation under which a total of 100 shares of a new class of Common Stock at par value $0.01 were authorized. On April 17, 2024, the Company filed the notice of termination of registration with the Securities Exchange Commission (SEC).

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All intercompany transactions and balances have been eliminated in consolidation. The unaudited condensed consolidated financial statements include all known adjustments which, in the opinion of management, are necessary for a fair presentation of the results as required by U.S. GAAP. These adjustments consist primarily of normal recurring accruals and estimates that impact the carrying value of assets and liabilities. Operating results presented in these unaudited condensed consolidated financial statements are not necessarily indicative of future results. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and the notes thereto for the year ended December 31, 2023, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 28, 2024. The unaudited condensed consolidated financial statements for the comparative period are included in the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 11, 2023.

6

2. Balance sheet components

Accrued expenses consisted of the following (in thousands):

In connection with the assignment of the Company’s operating leases (see Note 4) and the restructuring plan (see Note 5), all property and equipment were disposed of in the first quarter of 2024 for no consideration resulting in a loss on disposition of $2.2 million recognized within other income, net in the condensed consolidated statement of operations and comprehensive loss.

3. Fair Value Measurements

The carrying amounts of the Company’s cash, prepaid expenses and other current assets, accounts payable and accrued expenses are generally considered to be representative of their fair value because of the short-term nature of these instruments.

The following table presents the Company’s financial assets measured at fair value on a recurring basis by level within the fair value hierarchy as of March 31, 2024 (in thousands):

During the three months ended March 31, 2024, the Company did not recognize any impairment charge for any of its investments.

4. Commitments and Contingencies

Operating Leases

In January 2024, the Company entered into a lease assignment agreement with an assignee to assign the remainder of the lease commitment for the Company’s office space located in San Diego, California. The Company was unconditionally released from its obligation under the lease. In connection with the assignment, the Company derecognized the corresponding right-of-use lease asset of $1.6 million and operating lease liability of $2.2 million resulting in a gain from the termination of the lease of $0.6 million, offset by $0.2 million in transaction costs. The gain from the termination of the lease is included in other income, net in the condensed consolidated statement of operations and comprehensive loss. Additionally, upon release from the obligation, the standby letter of credit of $0.4 million previously classified as non-current restricted cash was reclassified to cash and cash equivalents on the condensed consolidated balance sheet.

In August 2021, the Company entered into an agreement to lease office space located in San Francisco, California (SF Lease). The SF Lease commenced in January 2022 and expires on June 30, 2026. In February 2024, the Company entered into a lease assignment agreement with an assignee to assign the remainder of the lease commitment for the Company’s office space located in San Francisco, California. The Company remains obligated for the lease payments should the assignee default, however the Company is not liable for the property taxes, insurance and common area maintenance which were recognized as variable lease costs in prior periods.

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5. Restructuring costs

In September 2023, the Company began implementing its Strategic Plan which included the reduction of its workforce by approximately 70%. In January 2024, a further reduction of the workforce was implemented. Employees affected obtained involuntary termination benefits that were provided pursuant to a one-time benefit arrangement.

Restructuring costs are presented within accrued expenses on the condensed consolidated balance sheet. The following table presents the change in the liability related to the Strategic Plan (in thousands):

6. Sale of research and development program assets

On February 27, 2024, the Company entered into an Asset Purchase Agreement (the Purchase Agreement) with Pierre Fabre Médicament, SAS (Pierre Fabre), pursuant to which the Company sold the global rights to its investigational pan-RAF inhibitor, exarafenib, and other pan-RAF program assets to Pierre Fabre. Pursuant to the Purchase Agreement, the Company received $0.5 million in cash at closing for transaction costs. The Company may receive an additional $30.5 million upon the achievement of certain developmental milestones. In addition, Pierre Fabre assumed $2.5 million of accrued research and development expenses and $0.6 million of prepaid expenses and other current assets. A total gain of $1.8 million on the sale of research and development assets was recognized in the first quarter of 2024 on the condensed consolidated statement of operations and comprehensive loss.

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Exhibit 99.5

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

On April 3, 2024, XOMA Corporation (the “Company” or XOMA”) completed the previously announced acquisition (“Transaction”) of Kinnate Biopharma Inc. (“Kinnate”), pursuant to an Agreement and Plan of Merger, dated as of February 16, 2024 (the “Merger Agreement”), by and among Kinnate, the Company and XRA 1 Corp (“XRA”), a wholly owned subsidiary of XOMA.

Under the terms of the Merger Agreement, the Company acquired Kinnate through a tender offer for (i) $2.5879 in cash per share of Kinnate common stock, plus (ii) one non-transferable contractual contingent value right (“CVR”) per share of Kinnate common stock. The aggregate cash consideration paid by the Company upon completion of the tender offer was $122.7 million, exclusive of transaction related fees. The Company financed the acquisition with cash on hand. Following the merger, XRA merged with and into Kinnate, and Kinnate continued as the surviving corporation in the merger and a wholly owned subsidiary of the Company.

The presentation of the unaudited pro forma condensed combined balance sheet as of March 31, 2024 gives effect to the Transaction as if it had occurred on March 31, 2024. The presentation of the unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2024 and year ended December 31, 2023 reflects the combined results of operations as if the Transaction had occurred on January 1, 2023, the beginning of the Company’s 2023 fiscal year. The unaudited pro forma condensed combined financial statements include adjustments that reflect the accounting for the Transaction in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”).

The unaudited pro forma condensed combined financial information, including the notes thereto, was derived from and should be read in conjunction with the following historical financial statements and the accompanying notes:

The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X, as amended. The unaudited pro forma condensed combined financial information should be read in conjunction with the accompanying notes to the unaudited pro forma combined financial information.

The unaudited pro forma condensed combined financial information has been prepared by XOMA using the acquisition method of accounting in accordance with U.S. GAAP. XOMA has been treated as the acquirer in the Transaction for accounting purposes. The pro forma adjustments are based upon available information and certain assumptions that we believe are reasonable. The unaudited pro forma condensed combined financial information is provided for informational purposes only and is not necessarily indicative of results that would have occurred had the acquisition been completed as of the dates indicated. In addition, the unaudited pro forma condensed combined financial information does not purport to be indicative of the future financial position or operating results of the combined operations and does not reflect the costs of any integration activities or benefits that may result from realization of future cost savings from operating efficiencies or revenue synergies expected to result from the Transaction.

Unaudited Pro Forma Condensed Combined Balance Sheet

As of March 31, 2024

(in thousands)

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Three Months Ended March 31, 2024

(in thousands, except per share data)

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Year Ended December 31, 2023

(in thousands, except per share data)

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

On February 16, 2024, the Company entered into the Merger Agreement with Kinnate and XRA pursuant to which the Company acquired Kinnate through a tender offer for (i) $2.5879 in cash per share of Kinnate common stock, plus (ii) one CVR per share of Kinnate common stock. The merger closed on April 3, 2024 (the “Merger Closing Date”), and XRA merged with and into Kinnate. Following the merger, Kinnate continued as the surviving corporation in the merger and a wholly owned subsidiary of the Company.

Each Kinnate CVR represents the right to receive potential payments pursuant to the terms and subject to the conditions of the Contingent Value Rights Agreement, dated April 3, 2024 (the “CVR Agreement”), by and among the Company, XRA, a right agent and a representative of the CVR holders. On February 27, 2024, Kinnate sold Exarafenib and related IP to Pierre Fabre Medicament, SAS (“Pierre”) for an upfront cash consideration of $0.5 million and contingent consideration of $30.5 million upon the achievement of certain specified milestones (“Exarafenib Sale”). Kinnate CVR holders will be entitled to 100% of any further net proceeds from the Exarafenib Sale until the fifth anniversary of the Merger Closing Date, together with 85% of net proceeds, if any, from any license or other disposition of any or all rights to any product, product candidate or research program active at Kinnate as of the closing that occurs within one year of the Merger Closing Date, in each case subject to and in accordance with the terms of the CVR Agreement.

The unaudited pro forma condensed combined financial information was prepared in accordance with U.S. GAAP and pursuant to Article 11 of Regulation S-X, as amended. The unaudited pro forma condensed combined balance sheet as of March 31, 2024 gives effect to the Transaction as if it had been consummated on March 31, 2024. The unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2024 and the year ended December 31, 2023 give effect to the Transaction as if it had been consummated on January 1, 2023.

The financial statements included in the unaudited pro forma condensed combined financial information have been prepared in accordance with U.S. GAAP. The historical financial statements have been adjusted in the unaudited pro forma condensed combined financial information to give effect to pro forma events that reflect the accounting for the Transaction in accordance with U.S. GAAP.

The unaudited pro forma condensed combined financial information has been compiled in a manner consistent with the accounting policies adopted by the Company. The accounting policies of Kinnate have been determined to be similar in all material respects to the Company’s accounting policies. As a result, no adjustments for accounting policy differences have been reflected in the unaudited condensed combined financial information.

The unaudited pro forma condensed combined financial information has been prepared with the expectation that the Transaction will be treated as an asset acquisition, with the Company treated as the accounting acquirer. To determine the accounting for this transaction under U.S. GAAP, a company must assess whether an integrated set of assets and activities should be accounted for as an acquisition of a business or an asset acquisition. The guidance requires an initial screen test to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single asset or group of similar assets. The screen test was not expected to be met. As no substantive processes are being acquired, Kinnate is not expected to meet the definition of a business. As such, the Transaction is expected to be treated as an asset acquisition. As the fair value of net assets acquired is expected to exceed the total purchase consideration of the asset acquisition, a bargain purchase gain is expected to be recognized.

The unaudited pro forma condensed combined financial information is subject to change and is not necessarily indicative of the results that would have been achieved had the acquisition completed as of the dates indicated or that may be achieved in future periods. The Company believes its calculation of fair value recognized for the assets acquired is based on reasonable estimates and assumptions. Preliminary fair value estimates may change as additional information becomes available. There can be no assurance that the final determination will not result in material changes from these preliminary amounts.

The accompanying unaudited pro forma condensed combined financial statements reflect an estimated purchase consideration of approximately $125.6 million, which consists of the following (in thousands):

A preliminary allocation of the total purchase consideration, as shown above, to the acquired assets and assumed liabilities of Kinnate is as follows (in thousands):

The allocation of the estimated purchase consideration is based on a preliminary estimate of the fair value of assets acquired and liabilities assumed as of the closing date of the Transaction.

The pro forma adjustments included in the unaudited pro forma condensed combined balance sheets as of March 31, 2024 are as follows:

The pro forma adjustments included in the unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2024 and the year ended December 31, 2023 are as follows: