false
0001840748
LAVA Therapeutics NV
0001840748
2025-10-17
2025-10-17
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)
October 17, 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 1.01 Entry into a Material Definitive
Agreement.
On October 17,
2025, LAVA Therapeutics N.V., a Dutch public limited liability company (naamloze vennootschap) (the “Company”),
entered into an amendment (the “Amendment”) to the Share Purchase Agreement (the “Purchase Agreement”),
dated as of August 3, 2025, by and between the Company and XOMA Royalty Corporation (“Buyer”). Capitalized terms
not defined herein shall have the meaning ascribed to them in the Purchase Agreement, as amended by the Amendment. The Purchase Agreement
was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission
(the “SEC”) on August 4, 2025. The material terms of the Purchase Agreement are described in more detail in the
definitive proxy statement of the Company filed with the SEC on September 3, 2025, including as amended, in the section titled “The
Offer and the Other Transactions Contemplated by the Purchase Agreement” beginning on page 25.
Pursuant to the
Amendment, holders of common shares of the Company (the “Shares”, and such holders, the “Shareholders”)
who tender their Shares in the tender offer (the “Offer”) will now receive (i) a price per Share of $1.04
(the “Cash Amount”), as compared to the range between $1.16 and $1.24 that was originally agreed, plus (ii) 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, a Contingent Value Rights Agreement (“CVR Agreement”).
Pursuant to the revised form of CVR
Agreement under the Amendment, each CVR will now represent a contractual right to receive contingent cash payments equal to a pro
rata share of: (i) 100% of the amount by which the Closing Net Cash (as defined in the Purchase Agreement), 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 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
Date; plus (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 Date, in each
case for the period beginning at the Closing Date and ending on the 10th anniversary of the Closing Date;
(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 Date) and New Topco, or is otherwise due to or received by Buyer or any of its Affiliates, including the
Company (after the Closing Date) and New Topco, in respect of the Company’s collaborations (A) 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 (B) 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 Date and ending on the
10th anniversary of the Closing Date; and (iv) 100% of an amount equal to $6,330,000, minus any tax liabilities
or other costs or expenses incurred in connection with or related to the Tax Reserve Matter (as defined in the CVR Agreement), for
the period beginning at the Closing Date and ending no later than sixty (60) days following the Tax Reserve Confirmation Date (as
defined in the CVR Agreement).
In addition, in the Amendment the Company and
Buyer agreed to reduce the minimum Closing Net Cash (as defined in the Purchase Agreement), which is a condition to the consummation of
the Offer, to be $24.5 million, compared to the previous minimum Closing Net Cash of $31.5 million.
The foregoing description of the Amendment does
not purport to be complete and is qualified in its entirety by reference to the Amendment (including the new Form of CVR Agreement
included as Schedule I thereto), a copy of which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.
Item 8.01 Other Events.
On October 17, 2025, the Company and Buyer
issued a joint press release announcing the execution of the Amendment and an extension of the expiration of the Offer to one minute after
11:59 p.m., New York City time, on November 12, 2025, unless it is extended further or earlier terminated in accordance with the
Purchase Agreement. The Offer was previously scheduled to expire one minute after 11:59 p.m., New York City time, on October 17,
2025. The joint press release also announced the Company’s intention to reconvene the Extraordinary General Meeting of Shareholders
(the “EGM”) at 2:00 p.m. (Central European Summer Time) on November 7, 2025. The EGM will be held at the
offices of NautaDutilh N.V., Beethovenstraat 400, 1082 PR Amsterdam, the Netherlands. The Company will file a revised definitive proxy
statement reflecting the Amendment in due course. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated
into this Item 8.01 by reference.
Important Additional Information and Where
to Find It
The description
contained in this Current Report on Form 8-K is for informational purposes only and is not a recommendation, an offer to buy or the
solicitation of an offer to sell any of the Company’s ordinary shares. The Offer has been extended until one minute after 11:59
p.m. Eastern time on November 12, 2025, unless the Offer is further extended or earlier terminated. Buyer will file an amendment
to its Tender Offer Statement on Schedule TO with the SEC. The Company will file an amendment to its Solicitation/Recommendation Statement
on Schedule 14D-9 with the SEC related to the Offer. The Company will file an amended definitive proxy statement in connection with the
reconvened EGM at which the Company’s shareholders will be requested to vote on certain proposed resolutions (the “EGM Proposals”)
in connection with the transactions between the Company and Buyer. The Company plans to file and send a revised proxy statement and proxy
card to each shareholder entitled to vote at the reconvened 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 Buyer 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 Buyer’s directors and executive
officers is set forth in the proxy statement for Buyer’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
transactions, which may be different than those of the Company’s shareholders generally, by reading the proxy statement and other
relevant documents regarding the transactions 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 transactions, including the expected timing of the completion of the Offer and the consideration to
be paid to the Company’s shareholders who tender their shares in the Offer. 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 and Amendment 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 common shares of the Company 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, including the new form thereof, may not result in any value to the Company’s shareholders, including payments related
to the resolution of certain potential liabilities; the possibility that prior to the completion of the transactions, the Company’s
or Buyer’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 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 |
Amendment
to the Share Purchase Agreement, dated October 17, 2025, by and among LAVA Therapeutics N.V. and XOMA Royalty Corporation |
| 99.1 |
Press
Release dated October 17, 2025 |
| 104 |
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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: October 17, 2025 |
By: |
/s/ Fred Powell |
| |
|
Fred Powell
Chief Financial Officer |
