标记临床研究 2024年度报告

Indicate by check mark if the Registrant is not required to file reports pursuant to Section13 or 15(d)of the Act.YES☐NO☒ Indicate by check mark whether the Registrant: (1)has filed all reports required to be filed by Section13 or 15(d)of the SecuritiesExchange Act of 1934 during the preceding 12months (or for such shorter period that the Registrant was required to file suchreports), and (2)has been subject to such filing requirements for the past 90days.YES☒NO☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of RegulationS-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period thatthe Registrant was required to submit such files).YES☒NO☐ Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act. Large accelerated filer☐ Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b))by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theRegistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the Registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).YES☐NO☒The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, based on theclosing price of the shares of common stock on the Nasdaq Global Market on June28, 2024, was $161,613,891. The number of shares of Registrant’s Common Stock outstanding as of March 13, 2025 was11,978,717. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s Definitive Proxy Statement relating to the Company’s 2025 Annual Meeting of Stockholders areincorporated by reference into Part III of this Annual Report. XOMA Royalty Corporation2024 FORM10-K ANNUAL REPORTTABLE OF CONTENTS PART IItem 1. Business8Item 1A.Risk Factors20Item 1B.Unresolved Staff Comments58Item 1C.Cybersecurity58Item 2.Properties59Item 3.Legal Proceedings59Item 4.Mine Safety Disclosures60 PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters andIssuer Purchases of Equity Securities60Item 6.Reserved60Item 7.Management’s Discussion and Analysis of Financial Condition and Resultsof Operations61Item 7A.Quantitative and Qualitative Disclosures about Market Risk73Item 8.Financial Statements and Supplementary Data73Item 9.Changes in and Disagreements With Accountants on Accounting andFinancial Disclosure73Item 9A.Controls and Procedures73Item 9B.Other Information74Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections74 PART III Item 10.Directors, Executive Officers, and Corporate Governance74Item 11.Executive Compensation75Item 12.Security Ownership of Certain Beneficial Owners and Management andRelated Stockholder Matters75Item 13.Certain Relationships and Related Transactions, and Director Independence75Item 14.Principal Accountant Fees and Services75 PART IV Item 15.Exhibits and Financial Statement Schedules76Item 16.Form 10‑K Summary82SIGNATURES83 GLOSSARY OF TERMS AND ABBREVIATIONS PARTI This Annual Report on Form10-K contains forward-looking statements within the meaningof Section27A of the Securities Act of 1933, as amended, (the “Securities Act”), Section21E of theSecurities Exchange Act of 1934, as amended, (the “Exchange Act”), and the Private SecuritiesLitigation Reform Act of 1995, which are subject to the “safe harbor” created by those sections.Forward-looking statements are based on current expectations, estimates and forecasts, as well asour management’s beliefs and assumptions and on information currently available to them, and aresubject to risks and uncertainties that are difficult to predict. In some cases you can identify forward-lookingstatements by words such as“may,”“will,”“should,”“migh