Every 8-K that LAVA Therapeutics N.V. (LVTX) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow LVTX and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full LVTX filings page.
LAVA Therapeutics N.V. has effectively been acquired by XOMA Royalty Corporation through a completed tender offer and is transitioning off the public markets. Buyer agreed to purchase all common shares at $1.04 per share plus one contingent value right (CVR), which may provide additional cash payments under a separate CVR agreement. The offer, as extended, expired on November 12, 2025, with 22,877,463 shares (about 87% of shares) validly tendered and accepted for payment.
A subsequent offering period through November 20, 2025 brought total tenders to 23,956,708 shares, about 91.1% of shares outstanding, including 1,079,245 shares tendered during this later window. Trading in LAVA’s shares on Nasdaq was suspended prior to the market opening on November 21, 2025, and Nasdaq filed a Form 25 to remove the listing. The company plans to end its SEC reporting obligations by filing a Form 15 on or about December 1, 2025. Effective November 21, 2025, Stephen Hurly and Fred Powell ceased to be executive officers, with severance terms referenced from LAVA’s prior proxy statement.
LAVA Therapeutics reported that XOMA Royalty Corporation’s cash tender offer closed, resulting in a change in control. Holders who tendered received $1.04 per share plus one contingent value right (CVR) per share, as described in the CVR Agreement.
As of one minute after 11:59 p.m. ET on November 12, 2025, 22,877,463 shares, approximately 87% of the company’s outstanding shares, were validly tendered and accepted for payment. A subsequent offering period commenced on November 13, 2025. The company also notified Nasdaq of its intention to voluntarily delist its common shares.
Board changes accompanied the closing: six directors departed, two current directors remain, and four new directors were appointed, with Owen Hughes joining as executive director.
LAVA Therapeutics N.V. reported results from its extraordinary general meeting. Shareholder turnout was 16,693,201 shares, representing 63.45% of outstanding shares, establishing quorum. As of the October 10, 2025 record date, 26,305,295 ordinary shares were outstanding. Shareholders elected board nominees with strong support: Owen Hughes (votes for 16,649,396), Thomas Burns (16,649,383), Bradley Sitko (16,647,337) and Maricel Montano (16,648,457). The filing also notes where to access tender offer materials filed on Schedule TO and the Company’s Schedule 14D-9.
LAVA Therapeutics amended its Share Purchase Agreement with XOMA Royalty Corporation, revising the tender offer terms. Shareholders who tender will receive $1.04 per share in cash plus one CVR per share, replacing the prior cash range of $1.16–$1.24.
Under the revised CVR, holders are entitled to potential cash tied to: 100% of any excess Closing Net Cash; 100% of Net Proceeds from any pre‑closing disposition of LAVA‑1266 and 75% from post‑closing CVR product dispositions through the 10th anniversary; 75% of Net Proceeds from the Company’s collaborations with Pfizer and Johnson & Johnson through the 10th anniversary; and 100% of $6,330,000 minus taxes and related costs tied to the Tax Reserve Matter, payable within 60 days after the Tax Reserve Confirmation Date.
The minimum Closing Net Cash condition for the offer was reduced to $24.5 million from $31.5 million. The offer expiration was extended to November 12, 2025, and the Extraordinary General Meeting is set to reconvene on November 7, 2025.
LAVA Therapeutics N.V. furnished a Form 8-K reporting a material event and attached a Press Release dated September 30, 2025 as Exhibit 99.1 and a cover page interactive data file as Exhibit 104. The filing instructs investors they can obtain SEC filings free via the SEC website or from LAVA's investor relations page and references XOMA's investor relations as an additional source. The filing identifies Fred Powell, Chief Financial Officer, as a contact. The excerpt provided does not include the press release text or details about the underlying event; it lists exhibits and distribution instructions only.
On 3 Aug 2025, LAVA Therapeutics N.V. (NASDAQ: LVTX) signed a Share Purchase Agreement with XOMA Royalty Corp. Buyer will launch a tender offer within 10 business days to acquire 100 % of LVTX shares for a cash consideration of $1.16 per share plus up to $0.08 additional cash and one contingent value right (CVR) per share (together, the “Offer Consideration”). The CVR entitles holders to future cash payments linked to (i) post-closing net-cash adjustments, (ii) proceeds from any disposition of LAVA-1266 assets, and (iii) up to 75 % of collaboration proceeds with Pfizer and Johnson & Johnson for 10 years.
The Board has unanimously approved and recommends the Offer. Closing is subject to usual conditions, including ≥80 % (potentially 75 %) share tender, no legal injunctions, accuracy of representations, minimum net-cash, shareholder approvals and no material adverse effect; there is no financing condition. Buyer may extend the offer until 31 Dec 2025. If successful, a downstream Dutch merger will cancel untendered shares for the same consideration, delist LVTX from Nasdaq and terminate its SEC reporting. A $750 k termination fee is payable to XOMA under specified circumstances.
Separately, LVTX disclosed the discontinuation of its Phase 1 LAVA-1266 program for AML/MDS. A press release announcing the transaction was issued on 4 Aug 2025 (Exhibit 99.1).