SC14D9C

This Schedule 14D-9 consists of the following document related to the proposed acquisition of HilleVax, Inc., a Delaware corporation (the “Company” or “HilleVax”), pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 4, 2025, by and among HilleVax, XOMA Royalty Corporation, a Nevada corporation (“Parent”), and XRA 4 Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub” and together with Parent, the “Buyer Entities”).

Press Release regarding the Company’s Second Quarter 2025 Financial Results, dated August 6, 2025 (Exhibit 99.1)

Additional Information and Where to Find It

The tender offer described above has not yet commenced. This communication is not an offer to buy nor a solicitation of an offer to sell any securities of HilleVax. The solicitation and the offer to buy shares of HilleVax common stock will only be made pursuant to a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and other related materials that XOMA Royalty Corporation intends to cause its acquisition subsidiary, XRA 4 Corp., to file with the Securities and Exchange Commission (“SEC”). In addition, HilleVax will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. Once filed, investors will be able to obtain a free copy of these materials and other documents filed by XOMA Royalty Corporation, XRA 4 Corp. and HilleVax with the SEC at the website maintained by the SEC at www.sec.gov. Investors may also obtain, at no charge, any such documents filed with or furnished to the SEC by HilleVax on HilleVax’s website at https://ir.hillevax.com/. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THESE DOCUMENTS WHEN THEY BECOME AVAILABLE, INCLUDING THE SOLICITATION/RECOMMENDATION STATEMENT OF HILLEVAX AND ANY AMENDMENTS THERETO, AS WELL AS ANY OTHER DOCUMENTS RELATING TO THE TENDER OFFER AND THE MERGER THAT ARE FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO WHETHER TO TENDER THEIR SHARES INTO THE TENDER OFFER BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE TENDER OFFER.

Forward-Looking Statements

The Statements included above that are not a description of historical facts are forward-looking statements. Words or phrases such as “believe,” “may,” “could,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “seek,” “plan,” “expect,” “should,” “would” or similar expressions are intended to identify forward-looking statements. The forward-looking statements are based on current beliefs and expectations and include, but are not limited to statements regarding the planned completion of the transactions contemplated by the Merger Agreement, by and among HilleVax, XOMA Royalty Corporation and XRA 4 Corp. Risks and uncertainties that could cause results to differ from expectations include: uncertainties as to the timing and completion of the tender offer and the merger; uncertainties as to the percentage of HilleVax stockholders tendering their shares in the tender offer; the possibility that competing offers will be made; the possibility that various closing conditions for the tender offer or the merger may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals); risks that the milestones related to the contingent value right are not achieved; the effects of disruption caused by the transaction making it more difficult to maintain relationships with employees, collaborators, vendors and other business partners; risks related to diverting management’s attention from HilleVax’s ongoing business operations; the risk that stockholder litigation in connection with the transactions contemplated by the Merger Agreement may result in significant costs of defense, indemnification and liability; and risks and uncertainties pertaining to HilleVax’s business, including the risks and uncertainties detailed in HilleVax’s public periodic filings with the SEC, as well as the tender offer materials to be filed by XRA 4 Corp. and XOMA Royalty Corporation and the Solicitation/Recommendation Statement to be filed by HilleVax in connection with the tender offer.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement and HilleVax undertakes no obligation to revise or update these statements to reflect events or circumstances after the date hereof, except as required by law.


Exhibit Number		Exhibit Description

99.1		Press Release regarding the Company’s Second Quarter 2025 Financial Results, dated August 6, 2025