Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - XOMA Corp | ex99_1.htm |
| EX-23.1 - EXHIBIT 23.1 - XOMA Corp | ex23_1.htm |
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): December 22,
2009
XOMA LTD.
(Exact
name of registrant as specified in its charter)
Bermuda
(State or
other jurisdiction of incorporation)
|
0-14710
|
52-2154066
|
|
|
(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)
204-7200
|
Not
Applicable
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item
8.01. Other
Events.
XOMA
Ltd.’s (the “Company”) consolidated financial statements as of December 31, 2008
and 2007 and for each of the three years in the period ended December 31, 2008
(the “2008 Financial Statements”), filed in March of 2009, were
prepared assuming that the Company would continue as a going concern, which was
contingent upon, among other things, the Company’s ability to repay or
restructure the terms of its term loan facility with Goldman Sachs Specialty
Lending Holdings, Inc. (“Goldman Sachs”). The Company was not in
compliance with the requirements of the relevant provisions of this loan
facility in 2009 prior to repayment of the loan, due to the cessation of
royalties from sales of RAPTIVA®
related to its market withdrawal in the first half of 2009. In
September of 2009, as previously disclosed in the Company's Form 8-K filed on
September 25, 2009, the Company fully repaid the Goldman Sachs term
loan. In its Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 2009 filed with the U.S. Securities and Exchange Commission
in November of 2009, the Company estimated that, based on cash and cash
equivalents on hand at September 30, 2009 and anticipated spending levels,
revenues, collaborator funding, government funding and other sources of funding
the Company believes to be available, it has sufficient cash resources to meet
its anticipated net cash needs into 2011. If adequate funds are not
available in the first quarter of 2010, the Company has developed contingency
plans that may require it to further delay, reduce the scope of, or eliminate
one or more of its development programs or further reduce personnel-related
costs and other discretionary expenditures that are within the Company’s
control. As a result of the repayment of the Goldman Sachs debt and
the funds raised in various equity financings, the Company requested its
independent registered public accounting firm to update its report on
the 2008 Financial Statements.
In
December of 2009, the Company's independent registered public accounting firm
updated its report relating to the Company's 2008 Financial Statements to remove
the explanatory paragraph with respect to the company's ability to continue as a
going concern and to insert an emphasis paragraph that the conditions that
raised substantial doubt about whether the company will continue as a going
concern no longer exist.
This
Current Report on Form 8-K is being filed to reflect these events in Notes 1 and
10 of the 2008 Financial Statements and to file the updated Report of
Independent Registered Public Accounting Firm relating thereto. The
remainder of the 2008 Financial Statements remain unchanged from when they were
first issued in March of 2009, consistent with applicable accounting
rules. A copy of the revised 2008 Financial Statements, including the
updated Report of Independent Registered Public Accounting Firm, is filed
herewith as Exhibit 99.1 and incorporated herein by reference.
Item
9.01. Financial
Statements and Exhibits.
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23.1
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Consent
of Independent Registered Public Accounting Firm
|
|
99.1
|
Consolidated
Financial Statements of XOMA Ltd. as of December 31, 2008 and 2007 and for
each of the three years in the period ended December 31,
2008
|
|
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SIGNATURE
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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.
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Dated: December
22, 2009
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XOMA
LTD.
|
|
By: /s/ Christopher
J. Margolin
|
|
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Christopher
J. Margolin
|
|
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Vice President, General
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|
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Counsel and Secretary
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EXHIBIT
INDEX
Number Description
|
23.1
|
Consent
of Independent Registered Public Accounting Firm
|
|
99.1
|
Consolidated
Financial Statements of XOMA Ltd. as of December 31, 2008 and 2007 and for
each of the three years in the period ended December 31,
2008
|