XOMA completes acquisition of LAVA Therapeutics for $1.04/share plus CVRs

This filing

XOMA and LAVA effectuated the Post-Offer Reorganization, which became effective on November 20, 2025.

Comparable filing

the closing of the Transaction, after giving effect to estimated working capital, the assumption of finance leases by the Purchaser and before certain transaction expenses, was $110 million in cash (subject to a post-closing working capital adjustment). The foregoing summary of the Transaction and the terms and conditions of the Purchase Agreement is subject to, and

This filing

XOMA and LAVA effectuated the Post-Offer Reorganization, which became effective on November 20, 2025.

Comparable filing

the Introductory Note of this Current Report on Form 8-K is incorporated by reference in this Item 2.01. As consideration for the Merger, the Company (a) issued an aggregate of 12,592,960 shares of the Company’s common shares, no par value (“Merger Shares”), to the holders of SHI’s senior preferred stock and (b) paid an aggregate of $10,000.00 in cash to the

This filing

XOMA and LAVA effectuated the Post-Offer Reorganization, which became effective on November 20, 2025.

Comparable filing

has agreed to sell and the Company has agreed to purchase the website and total code of the sports betting platform www.sportypick.com owned by Day (the “Assets”) in exchange for 5,000,000 restricted shares of common stock of the Company (the “Shares”). The foregoing information is a summary of the APA involved in the transaction described above, is not complete,

This filing

XOMA and LAVA effectuated the Post-Offer Reorganization, which became effective on November 20, 2025.

Comparable filing

Company”) entered into an Asset Purchase Agreement (the “Agreement”) with Dream America Marketing Services, Ltda., a Costa Rican company (the “Seller”). Pursuant to the Agreement, the Company agreed to acquire

This filing

XOMA and LAVA effectuated the Post-Offer Reorganization, which became effective on November 20, 2025.

Comparable filing

rights in accordance with applicable law (each as provided for in the Merger Agreement)), was automatically converted as a result of the Merger into the right to receive 0.5500 shares of common stock, $0.625 par value, of the Company (the “Company Common Stock”), with cash paid in lieu of fractional shares. Each outstanding share of the Company Common

This filing

XOMA and LAVA effectuated the Post-Offer Reorganization, which became effective on November 20, 2025.

Comparable filing

the Company acquired (the “Acquisition”) all the issued and outstanding membership interests of RPD (the “Membership Interests”) from Abundia Financial for the consideration of $4,040,000, payable in the form of a senior secured convertible cote (the “Convertible Note”). The Convertible Note is secured, and in connection therewith, the parties entered into a

This filing

XOMA and LAVA effectuated the Post-Offer Reorganization, which became effective on November 20, 2025.

Comparable filing

On May 1, 2026, the Company acquired the assets of WAAY (ABC) in Huntsville, Alabama, WSIL (ABC) in Paducah, Kentucky, Cape Girardeau, Missouri, and Harrisburg, Illinois, WEVV (CBS/FOX) in Evansville, Indiana, WFFT (FOX) in Ft. Wayne, Indiana, WCOV (FOX) and WIYE (IND) in Montgomery, Alabama, KADN (FOX) and KLAF (NBC) in Lafayette, Louisiana, and WREX (NBC) in Rockford, Illinois (collectively, together with the Allen 3, the “Allen Media Stations”) from AMG for a purchase price of $115 million plus working capital adjustments, which was funded using the Company’s available cash on hand.

This filing

XOMA and LAVA effectuated the Post-Offer Reorganization, which became effective on November 20, 2025.

Comparable filing

On April 30, 2026, (the “Closing Date”) Broadwind Heavy Fabrications, Inc. (the “Seller”), a wholly owned subsidiary of Broadwind, Inc. (the “Company”), entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with Freeman Enclosure Systems, LLC, (the “Buyer”), a wholly-owned subsidiary of IES Holdings, Inc., pursuant to which the Seller sold the real property and certain assets contained therein which comprise the Seller’s production facility located in Abilene, Texas (the “Facility”), including equipment, machinery, other personal property, specified service contracts, and permits (collectively, the “Purchased Assets”), to the Buyer for an aggregate purchase price of up to $19,500,000.00 in cash, subject to certain purchase price adjustments, (the “Transaction”).