UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): October 1, 1996
XOMA CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-14710 94-2756657
(Commission File Number) (IRS Employer Identification No.)
2910 Seventh Street, Berkeley, California 94710
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (510) 644-1170
None
(Former name or former address, if changed since last report)
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Item 5. Other Events
On October 1, 1996, XOMA Corporation issued the
announcement attached hereto as Exhibit 1, which is incorpo-
rated herein by reference.
Item 7. Exhibits
1. Press Release dated October 1, 1996
2. Certificate of Designations of Non-Voting Cumulative
Convertible Preferred Stock, Series F (incorporated
by reference to Exhibit 4.8 to the registrant's Reg-
istration Statement on Form S-3, as amended (File
No. 333-07263)(the "Form S-3")
3. Form of Common Stock Purchase Warrant (incorporated
by reference to Exhibit 4.9 to the Form S-3)
4. Form of Preferred Stock Subscription Agreement by and
between XOMA Corporation and the purchasers of
Series F Preferred Stock (incorporated by reference
to Exhibit 10.5 to the Form S-3)
5. Form of Registration Rights Agreement by and between
XOMA Corporation and the purchasers of Series F Pre-
ferred Stock (incorporated by reference to
Exhibit 10.6 to the Form S-3)
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SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: October 2, 1996 XOMA CORPORATION
By: /s/ Christopher J. Margolin
---------------------------
Christopher J. Margolin
Vice President, General
Counsel and Secretary
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EXHIBIT INDEX
Number Description
1. Press Release dated October 1, 1996
2. Certificate of Designations of Non-Voting Cumulative
Convertible Preferred Stock, Series F (incorporated
by reference to Exhibit 4.8 to the registrant's Reg-
istration Statement on Form S-3, as amended (File
No. 333-07263)(the "Form S-3")
3. Form of Common Stock Purchase Warrant (incorporated
by reference to Exhibit 4.9 to the Form S-3)
4. Form of Preferred Stock Subscription Agreement by and
between XOMA Corporation and the purchasers of
Series F Preferred Stock (incorporated by reference
to Exhibit 10.5 to the Form S-3)
5. Form of Registration Rights Agreement by and between
XOMA Corporation and the purchasers of Series F Pre-
ferred Stock (incorporated by reference to
Exhibit 10.6 to the Form S-3)
News Release XOMA
XOMA Contact: Ellen M. Martin
(510) 644-1170 or (800) BIO XOMA
for a copy of this or other recent
releases call:
XOMA Fax News on Demand 1.800.901.7788
XOMA home page @ http://www.xoma.com
XOMA COMPLETES $16 MILLION PRIVATE PLACEMENT FINANCING
Berkeley, CA -- October 1, 1996 -- XOMA Corporation (Nasdaq:
XOMA) today announced the completion of a $16 million domestic
private financing involving the sale of its Series F Convert-
ible Preferred Stock. Proceeds from the transaction net of
broker commissions were $15.1 million.
XOMA's published financial statements dated June 30, 1996
showed cash and short-term investments of $37.9 million and a
six-month net loss of $12.0 million. Following this transac-
tion, the company's cash and short-term investments as of Sep-
tember 30, 1996 were approximately $46.3 million.
"Now that Neuprex(TM) is moving into Phase III clinical trials, we
feel that this strengthening of our cash position will give us
greater flexibility in managing our clinical strategy and in
our continuing discussions regarding potential strategic alli-
ances." said John L. Castello, XOMA chairman, president and
chief executive officer. "This transaction, combined with pre-
vious financings, and actions taken to improve our operating
cash flow, allows us to move forward on a sounder financial
footing."
The Series F Preferred shares are non-voting. They are con-
vertible into XOMA's common stock at a discount of 13% from the
market price at the time of conversion and have an annual divi-
dend rate of five percent.
XOMA Corporation is a biopharmaceutical company developing
products for the treatment of infections, infectious complica-
tions and immunologic disorders. The company is focused on the
accelerated development of therapeutic products derived from
BPI, a human host-defense protein that kills bacteria, neutral-
izes bacterial endotoxin, inhibits the growth of new blood ves-
sels and enhances the potency of other antibiotics. Neuprex(TM)
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is the first product from XOMA's BPI drug development platform
to reach human clinical trials.
The Neuprex(TM) product is now in the clinic for four separate
indications. With a recently granted Subpart E designation by
the FDA, the company will shortly begin a Phase III trial of
the product in meningococcemia -- a deadly infection that pri-
marily attacks children. Two other trials have successfully
passed their first interim safety analyses: hemorrhagic trauma
- - -- infectious complications of severe accidental blood loss;
and infectious complications following partial hepatectomy -- a
type of major liver surgery. A fourth trial is testing
Neuprex(TM) in combination with antibiotics to treat severe
intra-abdominal infections, including those where the infecting
bacteria may be resistant to the antibiotic. Additional
BPI-derived products in development include Mycoprex(TM), a fungi-
cidal peptide derived from BPI, and I-PREX(TM), a topical formula-
tion of Neuprex(TM) for treatment of ophthalmic infections.
This press release contains certain forward-looking statements
that involve a number of risks and uncertainties. Such state-
ments are based on the company's current beliefs as to the out-
come and timing of future events, and actual events or results
may differ materially from the company's expectations. In
addition to matters described in the press release, results of
pending or future clinical trials, actions by the U.S. Food and
Drug Administration, changes in the status of the company's
collaborative relationships, and future actions by the U.S.
Patent and Trademark Office, as well as the risk factors listed
from time to time in the company's SEC reports (including but
not limited to its report on Form 10-Q for the quarterly period
ended June 30, 1996, as well as its Annual Report on Form 10-K
for the year ended December 31, 1995), may affect the actual
results achieved by the company.
