XOMA Royalty Announces Closing of Tender Offer for Turnstone Biologics

XOMA Royalty Corporation recently announced it has successfully completed its previously announced tender offer to acquire all outstanding shares of Turnstone Biologics Corp. (NASDAQ: TSBX) common stock for a price per share of $0.34 in cash (the “Cash Amount”), plus one non-tradeable contingent value right (“CVR” and together with the Cash Amount, the “Offer Price”).

The tender offer and related withdrawal rights expired one minute after 11:59 p.m. Eastern Time on Thursday, August 7, 2025 (the “Expiration Date”).  As of the Expiration Date, a total of 17,192,002 shares of Turnstone common stock were validly tendered, and not validly withdrawn, representing approximately 74% of the outstanding shares of Turnstone common stock as of the Expiration Date.  As of the Expiration Date, the number of shares validly tendered in accordance with the terms of the tender offer and not validly withdrawn satisfied the minimum tender condition, and all other conditions to the tender offer were satisfied or waived.  Immediately after the Expiration Date, XOMA Royalty irrevocably accepted for payment all shares validly tendered and not validly withdrawn and expects to promptly pay for such shares.

Following the closing of the tender offer, XOMA Royalty merged Turnstone with and into a subsidiary, XRA 3 Corp. (the “Merger”), and all shares of Turnstone common stock that had not been validly tendered were converted into the right to receive the Offer Price.  As a result of the Merger, Turnstone became a wholly owned subsidiary of XOMA Royalty.  Prior to the opening of trading on The Nasdaq Stock Market LLC (“Nasdaq”) on August 11, 2025, all shares of Turnstone common stock will cease trading on Nasdaq, and Turnstone intends promptly to cause such shares to be delisted from Nasdaq and deregistered under the Securities Exchange Act of 1934, as amended.

Advisors
XOMA Royalty was represented by Gibson, Dunn & Crutcher LLP.  Leerink Partners acted as the exclusive financial advisor and Cooley LLP acted as legal counsel to Turnstone.

About XOMA Royalty Corporation
XOMA Royalty is a biotechnology royalty aggregator playing a distinctive role in helping biotech companies achieve their goal of improving human health.  XOMA Royalty acquires the potential future economics associated with pre-commercial and commercial therapeutic candidates that have been licensed to pharmaceutical or biotechnology companies.  When XOMA Royalty acquires the future economics, the seller receives non-dilutive, non-recourse funding they can use to advance their internal drug candidate(s) or for general corporate purposes.  XOMA Royalty has an extensive and growing portfolio of assets (asset defined as the right to receive potential future economics associated with the advancement of an underlying therapeutic candidate).  For more information about XOMA Royalty and its portfolio, please visit www.xoma.com or follow XOMA Royalty Corporation on LinkedIn.