SEC Form POS AM filed by Mural Oncology plc
As filed with the Securities and Exchange Commission on December 5, 2025
Registration No. 333-283198
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
(REGISTRATION NO. 333-283198)
UNDER
THE SECURITIES ACT OF 1933
Mural Oncology plc
(Exact name of registrant as specified in its charter)
2200 Powell Street, Suite 310
Emeryville, California 94608
| Ireland | (510) 204-7200 | 98-1748617 | ||
| (State or other jurisdiction of incorporation or organization) |
(Address, including zip code, and telephone number, including area code, of the registrant’s principal executive offices) | (I.R.S. Employer Identification Number) |
Owen Hughes
Chief Executive Officer and Secretary
Mural Oncology plc
2200 Powell Street, Suite 310
Emeryville, California 94608
(510) 204-7200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Ryan A. Murr
Branden C. Berns
Gibson, Dunn & Crutcher LLP
One Embarcadero Center, Suite 2600
San Francisco, CA 94111
(415) 393-8373
Approximate date of commencement of proposed sale to the public: Not applicable. Removal from registration of securities that were not sold pursuant to the above referenced registration statement.
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☑ | Smaller reporting company | ☑ | |||
| Emerging growth company | ☑ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment (the “Post-Effective Amendment No. 1”) relates to the registration statement on Form S-3 (Registration No. 333-283198) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”) on November 13, 2024 by Mural Oncology plc, a public limited company organized under the laws of Ireland (the “Registrant”).
The Registrant is filing this Post-Effective Amendment No. 1 to the Registration Statement to deregister all securities that remain unsold under the Registration Statement.
On December 5, 2025, pursuant to the terms of the Transaction Agreement, dated as of August 20, 2025 (as it may be amended or supplemented, the “Transaction Agreement”), by and among the Registrant, XOMA Royalty Corporation, a Nevada corporation (“Parent”), and XRA 5 Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Merger Sub acquired the entire issued and to be issued share capital of the Registrant (the “Acquisition”).
As a result of the Acquisition, the Registrant has terminated any and all offerings of its securities pursuant to the Registration Statement. In accordance with an undertaking made by the Registrant in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities registered under the Registration Statement that remain unissued at the termination of the offerings, the Registrant hereby removes from registration all securities registered but unsold under such Registration Statement, if any, as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Emeryville, State of California on December 5, 2025.
| Mural Oncology plc | ||
| By: |
/s/ Owen Hughes | |
| Owen Hughes | ||
| Chief Executive Officer and Secretary | ||