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0001840748
LAVA Therapeutics NV
0001840748
2025-08-03
2025-08-03
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
August 3, 2025
LAVA Therapeutics N.V.
(Exact name of registrant as specified in its
charter)
| The Netherlands |
001-40241 |
82-2745484 |
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
|
Yalelaan
62 Utrecht, The Netherlands |
3584 |
| (Address of principal executive offices) |
(Zip Code) |
+31 85 016 3100
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| x |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading
Symbol(s) |
Name of each exchange on which registered |
| Common shares, nominal value €0.12 per share |
LVTX |
NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
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 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive
Agreement.
Purchase Agreement;
Initial Tender Offer, Duration and Expiration Time
On August 3,
2025, LAVA Therapeutics N.V., a public limited liability company (naamloze vennootschap) organized under the laws of The
Netherlands (the “Company”), entered into a share purchase agreement (the “Purchase Agreement”)
with XOMA Royalty Corporation, a Nevada corporation (“XOMA” or “Buyer”). The Purchase Agreement
provides for, among other things, the acquisition of all of the Company’s issued and outstanding ordinary shares, par value €0.12
per share (“Shares”), by Buyer through a tender offer (the “Offer”), for a price per Share of $1.16
(the “Base Price Per Share”) plus an additional amount of cash of up to $0.08 per Share (such amount as finally determined
in accordance with the Purchase Agreement, the “Additional Price Per Share,” and together with the Base Price Per
Share, the “Cash Amount”) plus one contingent value right (“CVR”) per Share, which shall
represent the right to receive potential payments, in cash, described in, and subject to and in accordance with the terms and conditions
of, the CVR Agreement (as defined and further described below), payable subject to any applicable tax withholding and without interest
(together with the Cash Amount, the “Offer Consideration”).
The Company’s Board of Directors (the “Board”)
has unanimously (i) determined that the Offer and the other transactions contemplated by the Purchase Agreement (collectively, the
“Transactions”) are in the best interests of the Company and the sustainable success of its business, having considered
the interests of its shareholders, employees and other relevant stakeholders, (ii) duly authorized and approved the terms and conditions
of the Purchase Agreement and the Transactions and the execution, delivery and performance of the Company’s obligations under the
Purchase Agreement and (iii) resolved, on the terms and subject to the conditions set forth in the Purchase Agreement, to support
the Offer and the other Transactions, to recommend acceptance of the Offer by the shareholders of the Company and to recommend that the
Company’s shareholders vote in favor of approval and adoption of the resolutions to be proposed to the extraordinary general meeting
of the shareholders of the Company discussed below (the “EGM”).
Under the Purchase
Agreement, and upon the terms and subject to the conditions thereof, Buyer is required to commence the Offer as promptly as practicable,
and in any event no later than 10 business days after the date of the Purchase Agreement. The Offer will initially remain open until
5:00 p.m. (New York City time) on the day that is the later of the 20th business day from the commencement of the Offer or
the third business day after the date of the EGM, subject to potential extensions of the Offer in accordance with the terms of the Purchase
Agreement. The time at which the Offer expires (taking into account any extensions) is referred to as the “Expiration
Time.”
Subsequent Offering Period; Post-Offer Reorganization
After the Expiration Time, Buyer will commence
a subsequent offering period (the “Subsequent Offering Period”) for a period of five business days to purchase additional
Shares for the Offer Consideration.
Subject to the adoption of the relevant resolutions
at the EGM and the satisfaction of other conditions, as soon as promptly practicable following the expiration of the Subsequent Offering
Period, Buyer and the Company shall effectuate a corporate reorganization involving the Company and its subsidiaries (the “Post-Offer
Reorganization”). The Post-Offer Reorganization will be implemented by means of a Dutch statutory merger of the Company (as
disappearing company) with and into LAVA Therapeutics New Topco B.V. (“New Topco”) (as acquiring company) (the “Downstream
Merger”), immediately followed by a cancellation of all then-outstanding shares in the capital of New Topco that are held by
shareholders other than Buyer against payment by New Topco to such shareholders of the Offer Consideration, subject to applicable withholding
taxes and without interest.
Upon completion, each Company shareholder that
did not tender its Shares prior to the expiration of the Subsequent Offering Period will, therefore, cease to hold any Shares (and will
only temporarily hold shares in the capital of New Topco) and will receive, pursuant to the Post-Offer Reorganization an amount in cash
and CVRs, without interest and subject to any required tax withholding, equal to the Offer Consideration multiplied by the number of Shares
held by such minority shareholder immediately prior to the effective time of the Downstream Merger.
As a result of the Post-Offer Reorganization,
the Company will no longer be a publicly traded company, the listing of the Shares on Nasdaq Stock Market LLC will be terminated and the
Shares will be deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), resulting in
the cessation of the Company’s reporting obligations with respect to the Shares thereunder.
Conditions to the Offer
Buyer’s obligation to purchase Shares pursuant
to the Offer is subject to the satisfaction or waiver of various usual and customary conditions, including: (i) that there have been
validly tendered pursuant to the Offer, and not properly withdrawn (excluding Shares tendered pursuant to guaranteed delivery procedures
that have not yet been delivered in settlement or satisfaction of such guarantee prior to the Expiration Time), a number of Shares that,
together with the Shares then owned by Buyer or its affiliates, represents at least 80% of the Company’s issued and outstanding
share capital (geplaatst en uitstaand kapitaal) immediately prior to the Expiration Time (the “Minimum Condition”),
provided that the Minimum Condition may be reduced to 75% in certain circumstances specified in the Purchase Agreement; (ii) that
there is not in effect any applicable law or order (whether temporary, preliminary or permanent) entered, enacted, promulgated, enforced,
or issued by any court or other governmental authority of competent jurisdiction prohibiting, rendering illegal, or enjoining the consummation
of the Transactions; (iii) the accuracy of representations and warranties made by the Company in the Purchase Agreement, including
that, since the date of the Purchase Agreement, there shall not have occurred any Company Material Adverse Effect (as defined in the Purchase
Agreement); (iv) compliance in all material respects by the Company with its obligations under the Purchase Agreement; (v) that
no effect, event, fact, change, development or occurrence has occurred following the date of the Purchase Agreement that has had or would
reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (vi) that at the EGM (or a subsequent
extraordinary general meeting) of Company shareholders, the Company shareholders have adopted resolutions related appointing Buyer’s
designees to the Board and certain transactions pursuant to the Purchase Agreement (the “Shareholder Approval”); (vii) the
Closing Net Cash (as defined in the Purchase Agreement) shall be no less than the amount specified in the Purchase Agreement (the “Closing
Net Cash Condition”); and (viii) no termination of the Purchase Agreement (each individually, an “Offer Condition,”
and collectively, the “Offer Conditions”). The obligations of XOMA and Buyer to consummate the Offer under the Purchase
Agreement are not subject to a financing condition.
Extensions of the Offer
If, among other things, at any then-scheduled
Expiration Time, any Offer Condition has not been satisfied or waived by Buyer, Buyer shall, subject to certain exceptions, extend the
Offer on one or more occasions in consecutive periods of up to ten business days in order to permit the satisfaction of such Offer Condition.
If Buyer determines at any then-scheduled Expiration
Time that certain Offer Conditions are not reasonably likely to be satisfied within a ten-business day extension period, then Buyer may
choose to extend the Offer for up to 20 business days instead.
Buyer is not required to extend the Offer beyond
December 31, 2025 (the “End Date”). In addition, if the only unmet Offer Condition is the Minimum Condition,
Buyer may, but is not required to, extend the Offer on more than two occasions in consecutive periods of up to 10 business days.
Representations, Warranties and Covenants
The Purchase Agreement contains representations
and warranties from both the Company, on the one hand, and XOMA and Buyer, on the other hand, customary for a transaction of this nature.
The Purchase Agreement also contains customary covenants and agreements, including with respect to the operations of the business of the
Company between the date of the Purchase Agreement and the date on which the Downstream Merger becomes effective (the “Effective
Time”).
Termination Rights
The Purchase Agreement contains customary termination
rights for Buyer, on the one hand, and the Company, on the other hand, including, among others, for failure to consummate the Offer on
or before the End Date. If the Purchase Agreement is terminated under certain circumstances specified in the Purchase Agreement, including
in connection with the Company’s entry into an agreement with respect to a Superior Proposal (as defined therein), the Company
will be required to pay XOMA a termination fee of $750,000.
The foregoing description of the Purchase Agreement
does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which is filed as Exhibit 2.1
hereto and is incorporated herein by reference.
The Purchase Agreement has been included to provide
investors and security holders with information regarding its terms. Except for its status as the contractual document that establishes
and governs the legal relations among the parties with respect to the Transactions, its inclusion is not intended to be a source of business
or operational information about the Company, XOMA or their respective subsidiaries and affiliates. The assertions embodied in the representations
and warranties contained in the Purchase Agreement are subject to qualifications and limitations agreed to by the respective parties in
negotiating the terms of the Purchase Agreement, including information in confidential disclosure schedules delivered in connection with
the signing of the Purchase Agreement. Moreover, certain representations and warranties in the Purchase Agreement were made as of a specified
date, may be subject to a contractual standard of materiality different from what might be viewed as material to investors, or may have
been used for the purpose of allocating risk between the parties to the Purchase Agreement. Accordingly, the representations and warranties
in the Purchase Agreement should not be relied on by any persons as characterizations of the actual state of facts and circumstances of
the Company, XOMA or their respective subsidiaries or affiliates at the time they were made or and the Company’s shareholders should
consider the information in the Purchase Agreement in conjunction with the entirety of the factual disclosure about the Company in the
Company’s public reports filed with the SEC. In addition, information concerning the subject matter of the representations and warranties
may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s
public disclosures if such updates are not required by law. The Purchase Agreement should not be read alone, but should instead be read
in conjunction with the other information regarding the Company, XOMA or their respective subsidiaries or affiliates and the Transactions
that will be contained in or attached as an annex to filings that XOMA and the Company will make with the SEC, including a Tender Offer
Statement on Schedule TO and a Solicitation/Recommendation Statement on Schedule 14D-9.
Contingent Value Rights Agreement
At or prior to the Closing (as defined in the Purchase Agreement), Buyer expects
to enter into a Contingent Value Rights Agreement (the “CVR Agreement”)
with a duly qualified rights agent in its capacity as initial representative, agent and attorney-in-fact of the CVR holders. Each
CVR represents the contractual right to receive certain contingent cash payments calculated as follows:
(i) 100%
of the amount by which the Closing Net Cash as adjusted for any Permitted Deductions (as defined in the CVR Agreement) made within ninety (90) days following
the Closing Date (as defined in the Purchase Agreement), exceeds Closing Net Cash as finally determined pursuant to Section 2.01(j)-(n) of the Purchase Agreement;
(ii) (A) 100%
of the Net Proceeds (as defined in the CVR Agreement), if any, from any sale, transfer, license or other disposition (each, a “Disposition”)
by the Company, of all or any part of the rights, intellectual property and other assets related to LAVA-1266 prior to the Closing; or
(B) 75% of the Net Proceeds, if any, from any Disposition by Buyer or any of its affiliates, including the Company, after, of all
or any part of the CVR Products (as defined in the CVR Agreement) entered into following the Closing, in each case for the period beginning
at the Closing and ending on the 10th anniversary of the Closing; and
(iii) 75% of the Net Proceeds,
in the case of Gross Proceeds as payable to Buyer or any of its Affiliates, including the Company (after the Closing) and New Topco, or
is otherwise due to or received by Buyer or any of its Affiliates, including the Company (after the Closing) and New Topco, in respect
of the Company’s collaborations (i) with Pfizer Inc. (formerly Seagen Inc.) to develop, manufacture and commercialize EGFRd2
(PF-8046052) pursuant to that certain Exclusive License Agreement, by and between Pfizer Inc. and Company, dated September 23, 2022,
as amended, restated, modified, replaced and novated from time to time and (ii) with Johnson & Johnson (formerly Janssen)
for the discovery and development of novel bispecific antibody-based T cell engagers for the treatment of cancer, including JNJ-89853413
pursuant to that certain Research Collaboration and License Agreement, by and between Johnson & Johnson and Company, dated May 13,
2020, as amended, restated, modified, replaced and novated from time to time, for the period beginning at the Closing and ending
on the 10th anniversary of the Closing.
The right to the
contingent payments contemplated by the CVR Agreement is a contractual right only and will not be transferable, except in the limited
circumstances specified in the CVR Agreement. The CVRs will not be evidenced by a certificate or any other instrument and will not be
registered with the SEC. The CVRs will not have any voting or dividend rights and will not represent any equity or ownership interest
in Buyer (and, following the Closing, New TopCo) or any of its affiliates. No interest will accrue on any amounts payable in respect
of the CVRs.
The foregoing description
of the CVR Agreement does not purport to be complete and is qualified in its entirety by reference to the form of CVR Agreement,
a copy of which is included as Exhibit C to Exhibit 2.1 hereto and is incorporated herein by reference.
Support Agreements
Concurrently
with the execution and delivery of the Purchase Agreement, and as a condition of and inducement to Buyer’s willingness to
enter into the Purchase Agreement, certain of the Company’s directors and executive officers (collectively, the “Support
Agreement Parties”) entered into tender and support agreements delivered to the Buyer, following approval thereof by
the Board, (each, a “Support Agreement”). The Support Agreements
provide that, among other things, the Support Agreement Parties irrevocably tender the Shares held by them in the Offer, upon the
terms and subject to the conditions of each respective Support Agreement. The Shares subject to the Support Agreements comprise
approximately 0.5% of the outstanding Shares as of August 3, 2025. The Support Agreements will terminate upon certain circumstances,
including upon termination of the Purchase Agreement or upon an Adverse Recommendation Change (as defined in the Purchase
Agreement).
The foregoing description of the Support Agreement
does not purport to be complete and is qualified in its entirety by reference to the form of Support Agreement, a copy of which is included
herein as Exhibit D to Exhibit 2.1 hereto and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On August 4, 2025, the Company issued a
press release announcing the signing of the Purchase Agreement, a copy of which is attached hereto as Exhibit 99.1 and incorporated
by reference herein.
The information contained in this Item 7.01, including
Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the
Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing
under the Exchange Act or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
Item 8.01 Other Information.
On August 4, 2025, the Company announced
its decision to discontinue its Phase 1 clinical trial of LAVA-1266 for acute myeloid leukemia and myelodysplastic syndrome and initiate
the wind-down of the LAVA-1266 program.
Important Additional Information and Where
to Find It
The Offer has not yet commenced, and this Current
Report on Form 8-K is neither a recommendation, nor an offer to purchase nor a solicitation of an offer to sell any shares of the
ordinary shares of the Company or any other securities. On the commencement date of the Offer, a tender offer statement on Schedule TO,
including an offer to purchase, a letter of transmittal and related documents, will be filed with the SEC by XOMA, and a Solicitation/Recommendation
Statement on Schedule 14D-9 will be filed with the SEC by the Company. The Offer to purchase the outstanding Shares will only be made
pursuant to the offer to purchase, the letter of transmittal and related documents filed as a part of the Schedule TO. The Company
also plans to file a proxy statement in connection with an extraordinary general meeting of shareholders at which the Company shareholders
will vote on certain proposed resolutions (the “EGM Proposals”) in connection with the transactions referenced herein,
and will mail the definitive proxy statement and a proxy card to each shareholder entitled to vote at the EGM.
INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT REGARDNG THE EXTRAORDINARY GENERAL MEETING AND THE TENDER OFFER MATERIALS (INCLUDING
THE OFFER TO PURCHASE, A LETTER OF TRANSMITTAL AND RELATED DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9
REGARDING THE OFFER, AS THEY MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION THAT INVESTORS AND SECURITY HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES
(INCLUDING THE TERMS AND CONDITIONS OF THE OFFER) OR MAKING ANY VOTING DECISION FOR THE EXTRAORDINARY GENERAL MEETING. Investors
and security holders may obtain a free copy of these statements (when available) and other documents filed with the SEC at the website
maintained by the SEC at www.sec.gov. Investors and security holders may also obtain, at no charge, the documents filed or furnished to
the SEC by the Company under the “SEC Filings” subsection of the “Financial Information” section of the Company’s
website at https://ir.lavatherapeutics.com/.
Participants in the Solicitation
The Company, its directors and executive officers
and other members of its management and employees, as well as XOMA and its directors and executive officers, may be deemed to be participants
in the solicitation of proxies from the Company’s shareholders in connection with the EGM Proposals. Information about the Company’s
directors and executive officers and their ownership of Shares is set forth in the proxy statement for the Company’s 2025 annual
general meeting of shareholders, which was filed with the SEC on April 28, 2025. Information about XOMA’s directors and executive
officers is set forth in the proxy statement for XOMA’s 2025 annual meeting of shareholders, which was filed with the SEC on April 15,
2025. Shareholders may obtain additional information regarding the direct and indirect interests of the participants in the solicitation
of proxies in connection with the EGM Proposals, including the interests of the Company’s directors and executive officers in the
transaction, which may be different than those of the Company’s shareholders generally, by reading the proxy statement and other
relevant documents regarding the transaction which will be filed with the SEC.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K
contains “forward-looking statements,” including, but not limited to, statements regarding the Company’s beliefs
and expectations and statements about the proposed transaction, including the benefits of the proposed transaction; filings and
approvals relating to the proposed transaction; the expected timing of the completion of the proposed transaction; the potential
payment of proceeds to the Company’s shareholders, if any, pursuant to the CVR Agreement; and the ability and timing to
complete the proposed transactions considering the various closing conditions and the consideration to be received by the Company
under the Purchase Agreement. These statements may be identified by their use of forward-looking terminology including, but not
limited to, “anticipate,” “believe,” “continue,” “could,” “estimate,”
“expect,” “goal,” “intend,” “may,” “might,” “plan,”
“potential,” “predict,” “project,” “should,” “target,”
“will,” and “would,” and similar words and expressions are intended to identify forward-looking statements.
Forward-looking statements are neither historical facts nor assurances of future performance and involve risks and uncertainties
that could cause actual results to differ materially from those projected, expressed or implied by such forward-looking statements.
These risks and uncertainties include, but are not limited to: the possibility that various closing conditions set forth in the
Purchase Agreement may not be satisfied or waived, including uncertainties as to the percentage of the Company’s shareholders
tendering their shares in the Offer; the possibility that competing offers will be made; the possibility that the closing conditions
might not be met; the risk that the Transactions may not be completed in a timely manner, or at all, which may adversely affect the
Company’s business and the price of its ordinary shares; the delay or failure of the Offer Conditions to be satisfied (or
waived), including insufficient ordinary shares of LAVA being tendered in the Offer; significant costs associated with the
Transactions; the risk that any shareholder or other litigation in connection with the Transactions may result in significant costs
of defense, indemnification and liability; the risk that activities related to the CVR Agreement may not result in any value to the
Company’s shareholders; the possibility that prior to the completion of the Transactions, LAVA’s or XOMA’s
business may experience significant disruptions due to transaction-related uncertainty; the effects of disruption from the
transactions of LAVA’s business and the fact that the announcement and pendency of the Transactions may make it more difficult
to establish or maintain relationships with employees, manufacturers, suppliers, vendors or business partners; the occurrence of any
event, change or other circumstance that could give rise to the termination of the Purchase Agreement; as well as potential adverse
effects on the Company’s business condition and results from general economic and market conditions and overall fluctuations
in the United States and international equity markets, including as a result of inflation, heightened interest rates, recent and
potential future pandemics and other health crises, and hostilities, including the Russian invasion of Ukraine and the conflict in
the Middle East; and other risks and uncertainties discussed in the Company’s most recent annual and quarterly reports filed
with the SEC as well as in the Company’s subsequent filings with the SEC. As a result of such risks and uncertainties, the
Company’s actual results may differ materially from any future results, performance or achievements discussed in or implied by
the forward-looking statements contained herein. There can be no assurance that the Transactions will in fact be consummated. The
Company cautions investors not to unduly rely on any forward-looking statements.
The forward-looking statements contained in this
Current Report on Form 8-K are made as of the date hereof, and the Company undertakes no obligation to update any forward-looking
statements, whether as a result of future events, new information or otherwise, except as expressly required by law. All forward-looking
statements in this document are qualified in their entirety by this cautionary statement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. |
|
Description |
| 2.1+ |
|
Share Purchase Agreement, dated August 3, 2025, by and among XOMA Royalty Corporation and LAVA Therapeutics N.V. |
| 99.1 |
|
Press
Release of XOMA Realty Company and LAVA Therapeutics N.V. dated August 4, 2025. |
| 104 |
|
Cover page interactive data file (embedded within the inline XBRL document). |
+ Certain schedules and annexes have been omitted
pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplementally copies of any of
the omitted schedules and annexes upon request by the SEC; provided, however, that the Company may request confidential treatment pursuant
to Rule 24b-2 of the Exchange Act for any annexes or schedules so furnished.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
LAVA Therapeutics N.V. |
| |
|
| Date: August 4, 2025 |
By: |
/s/ Fred Powell |
| |
|
Fred Powell
Chief Financial Officer |
