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HilleVax (HLVX) signed a definitive merger agreement with XOMA Royalty Corp. on 4 Aug 2025. XOMA will launch a cash tender offer at $1.95 per share plus one non-transferable contingent value right (CVR). Following the offer, Merger Sub will merge into HilleVax under DGCL 搂251(h), making HilleVax a wholly-owned subsidiary.

• Offer conditions: >50% of shares tendered, no legal restraints, customary reps & warranties, and minimum closing net cash of $102.95 m; no financing condition.
• CVR economics: (i) 90% of net proceeds from any disposition/financing of norovirus vaccine assets within two years, (ii) 90-100% of savings or sub-lease proceeds on the Boston HQ lease, and (iii) cash true-up vs. $102.95 m.
• Support agreements cover 鈮�22.9% of outstanding shares; termination fee is $2.475 m (or up to $0.99 m expense reimbursement if cash covenant fails).
• All in-the-money options and RSUs vest and receive cash + CVR; out-of-the-money options cancelled.

Related actions: (1) three-year sublease of part of the Boston facility to Stellaromics; (2) notice to terminate the Takeda HIL-214 license, with no material early-termination penalty. A press release announcing the deal was furnished under Reg FD; formal tender-offer materials and HilleVax鈥檚 14D-9 will follow.

TriSalus Life Sciences, Inc. (TLSI) filed an 8-K to report the successful completion of its exchange offer and related consent solicitation for its Series A Convertible Preferred Stock. The offer expired 23 Jul 2025; 3,551,502 preferred shares, or 98.82% of the class, were validly tendered. Holders will receive common shares equal to the sum of Liquidation Preference plus Accrued Dividends through 10 Aug 2027, divided by $4.00 per share. Settlement is targeted on or before 1 Aug 2025.

The overwhelming participation satisfied the required majority consent, allowing the company to adopt a Preferred Stock Amendment filed 24 Jul 2025 with the Delaware Secretary of State. The amendment authorizes TriSalus to mandatorily convert any remaining preferred shares after offer closing into common stock using the same exchange value, thereby eliminating the preferred class and its dividend obligations.

Key 8-K items invoked: 3.03 (material modification of rights), 5.03 (charter amendment), 5.07 (shareholder vote), 8.01 (other events). Exhibits include the amendment (3.1) and a press release (99.1) detailing final results.

HilleVax, Inc. (HLVX) 鈥� Form 4 filing dated 06/25/2025

Non-employee director Patrick J. Heron reported the receipt of 17,199 Restricted Stock Units (RSUs) on 06/23/2025 at a cost basis of $0.00. The award was made under the company鈥檚 Non-Employee Director Compensation Program.

• Vesting: 100% on the earlier of (i) 06/23/2026 or (ii) a Change in Control, subject to continued board service.
• Post-transaction direct holdings: 17,199 shares.
• Indirect holdings: 8,535,337 shares held through Frazier Life Sciences X, L.P., for which Mr. Heron shares voting and investment control.

No derivative securities were reported. The filing represents routine director equity compensation rather than open-market activity and does not involve the sale or disposal of shares.

HilleVax, Inc. (HLVX) 鈥� Form 4 insider transaction

Director Aditya Kohli reported two equity movements dated 23 June 2025:

• Grant of 17,199 Restricted Stock Units (RSUs) at zero cost under the company鈥檚 Non-Employee Director Compensation Program. The award vests 100% on the earlier of the first anniversary of grant or a Change in Control, contingent upon continued board service.
• Forfeiture of 83,906 unvested RSUs that were not subject to acceleration following Kohli鈥檚 prior termination of employment.

Post-transaction, Kohli holds 698,171 HLVX common shares directly. No derivative securities were reported. The filing does not disclose cash consideration, option exercises, or open-market trades, and therefore carries limited valuation impact for public shareholders.

HilleVax, Inc. (HLVX) filed a Form 4 disclosing that non-employee director Shelley Chu received 17,199 shares of common stock in the form of Restricted Stock Units (RSUs) on 23 June 2025. The RSUs were awarded under the company鈥檚 2022 Incentive Award Plan as part of the Non-Employee Director Compensation Program. The filing shows the transaction was coded 鈥淎鈥� (acquisition) at a price of $0.00, confirming it was a grant rather than an open-market purchase.

The RSUs will vest 100 % on the earlier of (i) the first anniversary of the grant date or (ii) a Change in Control, provided Dr. Chu remains on the board until the applicable vesting date. Following the grant, Dr. Chu鈥檚 total beneficial ownership stands at 17,199 shares, held directly. No derivative securities were reported, and there were no dispositions.

The filing is routine director equity compensation, adding a small amount of potential dilution but primarily aligning the director鈥檚 interests with shareholders. No cash consideration, purchase of shares, or sales were reported, and the filing contains no financial performance metrics or strategic commentary.

HilleVax, Inc. (HLVX) filed a Form 4 disclosing that non-employee director Jaime Sepulveda received 17,199 restricted stock units (RSUs) on 23 Jun 2025 under the company鈥檚 Non-Employee Director Compensation Program. The RSUs carry a $0 exercise price and will vest 100% on the earlier of (i) the first anniversary of the grant date or (ii) a Change in Control, provided the director remains on the board through the vesting date.

Following the grant, Sepulveda鈥檚 total direct ownership increased to 59,224 common shares. No derivative securities were reported, and there was no open-market purchase or sale; this is an equity award intended to align director incentives with shareholder interests. The transaction does not materially affect HilleVax鈥檚 share count or capital structure, but it modestly increases insider ownership.

HilleVax, Inc. (HLVX) filed a Form 4 reporting that director Nanette Cocero received a grant of 17,199 Restricted Stock Units (RSUs) on 23-Jun-2025 under the company鈥檚 2022 Incentive Award Plan. The grant was made at $0.00 cost and represents the reporting person鈥檚 entire beneficial ownership in HLVX common stock following the transaction. All RSUs will vest 100 % on the earlier of (i) the first anniversary of the grant date or (ii) a Change in Control, provided the director remains on the board through that date. No open-market purchases, sales, or derivative transactions were reported, and ownership is held directly.

On June 23, 2025, HilleVax, Inc. (HLVX) director Julie L. Gerberding filed a Form 4 disclosing receipt of 17,199 Restricted Stock Units (RSUs) granted under the company鈥檚 Non-Employee Director Compensation Program. The award vests 100 % on the earlier of the first anniversary of the grant date or a defined Change in Control, contingent upon her continued board service. The RSUs were issued at $0.00 cost, indicating a non-cash, equity-based compensation item. Following the grant, Gerberding鈥檚 direct beneficial ownership rose to 59,224 common shares. No sales, option exercises, or other derivative transactions were reported.