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0001840748
LAVA Therapeutics NV
0001840748
2025-09-30
2025-09-30
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)
September 30, 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) |
| ¨ |
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 8.01 Other Events.
On September 30, LAVA Therapeutics N.V. (the “Company”)
issued a press release announcing its intention to cancel the Extraordinary General Meeting of Shareholders (the “EGM”) scheduled
to occur on September 30, 2025 to consider and approve certain matters related to the Company’s previously announced transaction
with XOMA Royalty Corporation (“XOMA”), pursuant to which XOMA made an offer to purchase all of the issued and outstanding
common shares in the capital of the Company (the “Transaction”).
The EGM is expected to be reconvened by early
November 2025. The meeting date, record date and location for the reconvened EGM will be determined and announced by the Company at a
later date. Votes already cast by shareholders in respect of the EGM will not count towards the voting outcome on the matters proposed
to the reconvened EGM. Shareholders as of the record date for the reconvened EGM will have to cast their votes (or cast their votes again,
as the case may be) for their votes to count towards the voting outcome. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release dated September 30, 2025. |
| 104 |
|
Cover page interactive data file (embedded within the inline XBRL document). |
Cautionary
Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “anticipate”, “believe”,
“could”, “will”, “may”, “expect”, “should”, “plan”, “intend”,
“estimate”, “potential”, “suggests”, and similar expressions (as well as other words or expressions
referencing future events, conditions or circumstances) are intended to identify forward-looking statements. These forward-looking statements
are based on the Company’s expectations and assumptions as of the date of this Form 8-K and are subject to various risks and uncertainties
that may cause actual results to differ materially from these forward-looking statements. As a result, a number of important factors could
cause actual results to differ materially from those indicated by such forward-looking statements, including: the risk that the Transaction
may not be completed in a timely manner, or at all, which may adversely affect the Company’s business and the price of its common
shares; the risk that the terms of the Transaction may be revised to be less favorable to the Company’s shareholders; the delay
or failure of the terms of the Transaction to be revised or of the offer conditions to be satisfied (or waived), including insufficient
common shares of the Company being tendered in the offer, any of which delays may impact the amount payable to the Company’s shareholders
in the Transaction; the possibility that competing offers will be made; significant costs associated with the Transaction; the risk that
any shareholder or other litigation in connection with the Transaction 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 Transaction, the Company’s or XOMA’s business may experience significant disruptions
due to transaction-related uncertainty; the effects of disruption from the transactions of the Company’s business and the fact that
the announcement and pendency of the Transaction 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. These and other risks are described in greater detail under the caption “Risk Factors”
in the Company’s most recent Annual Report on Form 10-K and other filings the Company makes with the U.S. Securities and Exchange
Commission (the “SEC”). The Company assumes no obligation to update any forward-looking statements contained herein whether
as a result of any new information, future events, change in expectations or otherwise, except as otherwise required by law.
Additional
Information and Where to Find It
In connection with the proposed Transaction between
the Company and XOMA, XOMA filed a Tender Offer Statement on Schedule TO with the SEC and the Company filed a Solicitation/Recommendation
Statement on Schedule 14D-9 with the SEC related to the tender offer. The Company also filed a proxy statement in connection with the
originally scheduled EGM at which the Company shareholders were requested to vote on certain proposed resolutions (the “EGM Proposals”)
in connection with the Transaction. The Company plans to send a revised proxy statement and proxy card to each shareholder entitled to
vote at the reconvened extraordinary general meeting. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REVISED 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, BECAUSE THEY 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 and other documents filed with the SEC
at the website maintained by the SEC at www.sec.gov or by directing such requests to the information agent for the Offer, which
will be named in the tender offer statement. Investors and security holders may also obtain, at no charge, the documents filed or furnished
to the SEC by LAVA under the “SEC Filings” subsection of the “Financials & Filings” section of the Company’s
website at https://ir.lavatherapeutics.com or by accessing the Investor Relations sections of XOMA’s website at https://www.investors.xoma.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.
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: September 30, 2025 |
By: |
/s/ Fred Powell |
| |
|
Fred Powell |
| |
|
Chief Financial Officer |
