Lava Therapeutics Bv SEC Filings

Versant-affiliated entities reported insider sales of LAVA Therapeutics (LVTX) common stock on 09/19/2025. The filing shows a total of 2,903,403 shares sold in two reported transactions: 2,370,533 shares (direct) and 532,870 shares (indirect) at a weighted average price of $1.4014 per share. Following these sales, the reporting person(s) report 0 shares beneficially owned for the directly held position. The sellers are investment entities affiliated with Versant (Versant Venture Capital VI, L.P.; Versant Vantage I, L.P.; and related GP entities). The form is signed by Max Eisenberg, Chief Operating Officer, on behalf of the reporting entities.

Versant-related entities report holdings and recent sales in LAVA Therapeutics (LVTX). Versant Venture Capital VI, L.P. beneficially owns 2,370,533 common shares, representing 9.0% of the class based on 26,305,295/395 shares outstanding reported as of August 8, 2025. Versant Vantage I, L.P. beneficially owns 532,870 shares, or 2.0%. The amendment states the reporting persons reserve the right to buy or sell additional shares or take other actions with respect to their positions.

The filing discloses open-market sales executed on September 16-18, 2025. Versant VI sold 307,707, 362,806, and 366,111 shares on those dates at weighted-average prices of $1.5332, $1.4892, and $1.4418, respectively. Vantage LP sold 192,293, 226,726, and 228,791 shares on the same dates at the same respective prices. The document provides aggregate proceeds for each tranche but does not state prior ownership levels before these sales.

Versant-related entities reported multiple sales of LAVA Therapeutics (LVTX) common stock on September 16-18, 2025. The filings show a series of dispositions: on 09/16/2025 two sell transactions of 307,707 and 192,293 shares at a weighted average price of $1.5332; on 09/17/2025 two sells of 362,806 and 226,726 shares at a weighted average price of $1.4892; and on 09/18/2025 two sells of 366,111 and 228,791 shares at a weighted average price of $1.4418. Following those transactions, Versant Venture Capital VI, L.P. held 3,099,450 shares (direct) and Versant Vantage I, L.P. held 988,387 shares (indirect) before/after as specified per line entries. Footnotes state the reported prices are weighted averages from multiple transactions within disclosed ranges and describe the related fund and GP ownership relationships.

LAVA Therapeutics' board and Special Committee concluded the proposed transaction offers the highest value reasonably obtainable under current circumstances. The Purchase Agreement provides a Cash Amount of $1.16–$1.24 per share,$1.10 per share. The board determined the company lacks a viable standalone business plan after asset reviews, workforce reductions, and wind-down of clinical trials, making dissolution the most likely alternative absent a sale. Contingent Value Rights (CVRs) may provide shareholders potential additional future payments, and the board viewed the deal as offering maximum capital return, no financial risks, and high deal certainty for shareholders.

Summary

LAVA Therapeutics N.V. (Nasdaq: LVTX) convened an Extraordinary General Meeting for September 30, 2025 to seek shareholder votes on board appointments, discharge of directors and a post-offer reorganization tied to an acquisition offer from XOMA Royalty Corporation. XOMA offered $1.16 per share plus up to $0.08 additional cash per share and one contingent value right (CVR) per share, subject to the Purchase Agreement and Offer to Purchase. The Board unanimously recommends shareholders accept the Offer and vote "FOR" the EGM proposals. If conditions are met, a Downstream Merger, a loan to New Topco and cancellation of New Topco class A shares are contemplated as part of the Post-Offer Reorganization.

LAVA Therapeutics N.V. disclosed a proposed acquisition by XOMA Royalty Corporation offering $1.16 per share plus up to $0.08 cash and one contingent value right (CVR) per share, payable subject to conditions and withholding taxes, with the Offer expiring one minute after 11:59 p.m. Eastern Time on October 3, 2025, unless extended. The Board has approved the Purchase Agreement, recommends shareholders accept the Offer and to vote "FOR" governance, discharge and post-offer reorganization proposals at an Extraordinary General Meeting. If the Offer closes and required thresholds are met, parties will effect a Downstream Merger, a Loan to New Topco, and cancellation of New Topco A shares, with CVRs providing contingent cash rights tied to specified product proceeds and net cash adjustments.

LAVA Therapeutics' board recommends a cash tender offer with contingent post-offer reorganization that would deliver immediate cash to shareholders plus contingent value rights (CVRs). The board, supported by a Special Committee and Leerink Partners, concluded the offer provides certainty of value through an all-cash Cash Amount and that it represents the highest reasonably obtainable price under the circumstances. Leerink rendered a fairness opinion dated August 3, 2025 that the Cash Amount was fair from a financial point of view.

The transaction includes mechanisms for a Dutch downstream merger, cancellation of New TopCo A Shares with loan and CVR arrangements, accelerated vesting and severance payments for executives, an 80% minimum tender condition (75% in limited cases), a $750,000 termination fee, and material uncertainty around realization of CVR proceeds. The board noted high likelihood of closing absent regulatory impediments but disclosed litigation, expense and insider-interest risks.

LAVA Therapeutics is a clinical-stage immuno-oncology company focusing on its Gammabody platform. As of June 30, 2025, the company held $26.4 million in cash and $29.8 million of short-term U.S. Treasury investments ($56.2 million total), with and an accumulated deficit of $187.1 million. The company reported a $12.1 million net loss for the six months ended June 30, 2025 and generated $0 revenue in that period versus $7.0 million in the prior-year period (Pfizer milestone).

The board adopted a restructuring plan in February 2025 that reduced the workforce by ~30% and produced $3.2 million of restructuring and impairment charges year-to-date. Management recorded a $5.2 million non-cash gain when an RVO loan balance was waived. Subsequent events include a share purchase agreement with XOMA (tender offer price of $1.16 per share plus up to $0.08 and one CVR per share) and the decision to discontinue the Phase 1 LAVA-1266 program, with wind-down costs currently undetermined. The company states its cash and short-term investments are sufficient to fund operations for at least the next 12 months under current plans.