XBIT XBiotech Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 1)

XBIOTECH INC.

(Name of Subject Company (Issuer))

XBIOTECH INC.

(Name of Filing Person (Offeror and Issuer))

Common Shares, no par value

(Title of Class of Securities)

98400H102

(CUSIP Number of Class of Securities)

John Simard

President and Chief Executive Officer

5217 Winnebago Lane

Austin, TX 78744

(512) 386-2900

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

Copy To:

Brian P. Fenske

Norton Rose Fulbright US LLP

1301 McKinney Street, Suite 5100

Houston, TX 77010-3095

(713) 651-5151

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ☒

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

Final Amendment to Tender Offer Statement

This final amendment (this “Final Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed by XBiotech Inc., a British Columbia corporation (the “Company”), with the Securities and Exchange Commission on May 17, 2023 (the “Schedule TO”), relating to the offer by the Company to purchase up to an aggregate amount of $80,000,000 in value of its common shares, no par value per share (the “Shares”), at a price not greater than $4.00 nor less than $3.80 per Share, to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 17, 2023 (the “Offer to Purchase”) and in the related Letter of Transmittal (the “Letter of Transmittal”), which were filed as Exhibits (a)(1)(i) and (a)(1)(ii) to the Schedule TO, respectively, and on the website established for purposes of effectuating the offer (the “Offer Website”).

This Final Amendment is being filed by the Company to report the final results of the Offer, and should be read in conjunction with the Schedule TO, the Offer to Purchase, the Letter of Transmittal and the Offer Website. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO.

The following information is provided pursuant to Rule 13e-4(c)(4) under the Securities Exchange Act of 1934, as amended:

Item 12. Exhibits.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: June 20, 2023