| Item 3.03 | Material Modification to Rights of Security Holders. |
On November 19, 2018, XOMA Corporation (the “Company”), announcing the commencement of a rights offering to stockholders (the “Rights Offering”). In connection with the Rights Offering, the Company designated 1,539 shares of its authorized and unissued preferred stock as Series Y Convertible Preferred Stock (the “Series Y Preferred Stock”) and filed a Certificate of Designation of Preferences, Rights and Limitations of Series Y Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of State of Delaware, which is attached hereto as Exhibit 3.1.
Each share of Series Y Preferred Stock will have a stated value of $13,000 per share and will be convertible into 1,000 shares of the Company’s registered common stock based on a conversion price of $13.00 per share of common stock. Each share will be convertible at the option of the holder at any time, provided that the holder will be prohibited from converting into common stock if, as a result of such conversion, the holder, together with its affiliates, would beneficially own a number of shares above a conversion blocker, which is initially set at 19.99% of the total common stock then issued and outstanding immediately following the conversion of such shares. In the event of the Company’s liquidation, dissolution or winding up, holders of Series Y Preferred Stock will participate pari passu with any distribution of proceeds to holders of common stock. Holders of Series Y Preferred Stock are entitled to receive dividends on shares of Series Y Preferred Stock equal (on an as if converted to common stock basis) to and in the same form as dividends actually paid on the Company’s common stock or other junior securities. Shares of Series Y Preferred Stock will generally have no voting rights, except as required by law and except that the consent of the holders of the outstanding Series Y Preferred Stock will be required to amend the terms of the Series Y Preferred Stock.
The above description of the Certificate of Designation does not purport to be complete and is qualified in its entirety by reference to the Certificate of Designation filed as Exhibit 3.1 to this Current Report onForm 8-K which is incorporated herein by reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year. |
On December 12, 2018, the Company filed the Certificate of Designation, a copy of which is attached hereto as Exhibit 3.1. The Certificate of Designation establishes and designates the Series Y Preferred Stock and the rights, preferences and privileges thereof.
The description of the Certificate of Designation contained in Item 3.03 is incorporated herein by reference.
In connection with the Rights Offering, the Company is filing the item included as Exhibit 5.1 to this Current Report onForm 8-K for the purpose of incorporating such item as exhibit to the Company’s Registration Statement onForm S-3 (RegistrationNo. 333-223493), to which the prospectus supplement dated November 19, 2018 relating to the Rights Offering is a part.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
The following are filed as exhibits to this Current Report on Form8-K:
