LAVA Therapeutics N.V. SEC Filings

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 (LVTX) reported the tender offer by XOMA Royalty Corporation expired one minute after 11:59 p.m. ET on November 12, 2025, with 22,877,463 shares tendered, representing approximately 86.9% of outstanding shares. Purchaser intends to accept and promptly pay for all validly tendered shares.

A Subsequent Offering Period of five business days runs from November 13, 2025 until one minute after 11:59 p.m. New York City time on November 20, 2025. The offer consideration is $1.04 in cash per share plus one non‑transferable CVR per share.

Following the Subsequent Offering Period, the purchaser expects to complete a Post‑Offer Reorganization, after which LAVA will cease to be publicly traded and its NASDAQ listing will be terminated. Shareholders who did not tender and are cashed out in the reorganization will receive the same consideration, subject to Dutch dividend withholding tax (15%) on the portion exceeding the recognized paid‑up capital, while no Dutch dividend withholding tax applies to amounts paid for shares tendered in the offer.

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 N.V. reported third-quarter results and provided an update on its pending acquisition by XOMA. Q3 revenue was zero, and net loss was $7.188 million (basic and diluted loss per share $0.27). For the nine months, net loss was $19.306 million. Cash and cash equivalents were $49.664 million at September 30, with $35.0 million in deferred revenue related to a Pfizer buy-up option.

The company advanced a restructuring begun in February, recording $3.875 million in year-to-date restructuring and impairment charges and reducing its workforce by approximately 71% to 10 employees as of September 30. LAVA is discontinuing clinical programs LAVA-1207 and LAVA-1266. Other items included a $5.203 million non-cash gain from the waiver of an RVO loan.

On the XOMA transaction, the tender offer consideration is $1.04 per share plus one CVR per share. The amendment reduced the minimum Closing Net Cash condition to $24.5 million and defines CVR payouts tied to excess Closing Net Cash, potential dispositions (including LAVA-1266 assets), and specified proceeds from Pfizer and J&J collaborations. The company expects closing in Q4 2025. Common shares outstanding were 26,305,295 as of November 3, 2025.

LAVA Therapeutics (LVTX): insider sales reported by Gilde Healthcare affiliates. The reporting persons disclosed open‑market sales of common shares on multiple dates. On 10/16/2025, they sold 690,239 shares at a weighted average price of $1.49, with 4,128,912 shares beneficially owned afterward. On 10/17/2025, they sold 1,181,131 shares at a weighted average price of $1.47, with 2,947,781 shares beneficially owned afterward. On 10/20/2015, they sold 1,000,000 shares at a weighted average price of $1.46, leaving 1,947,781 shares beneficially owned.

The prices reflect weighted averages across trade ranges disclosed for each date, and the shares are held directly by Cooperatieve Gilde Healthcare IV U.A., with related entities noted; each related entity disclaims beneficial ownership except to the extent of its pecuniary interest.

LAVA Therapeutics (LVTX) filed a revised definitive proxy for an Extraordinary General Meeting tied to XOMA Royalty Corporation’s tender offer. XOMA is offering $1.04 per share plus one contingent value right (CVR) per share, subject to the terms of the Offer to Purchase and Letter of Transmittal.

The EGM is set for November 7, 2025 at 2:00 p.m. CEST in Amsterdam, with an October 10, 2025 record date. The agenda includes conditional appointments of four directors designated by XOMA, a discharge of current directors, and approvals for a post‑offer reorganization including a Dutch statutory merger into New Topco and a subsequent cancellation of class A shares. The offer expiration has been extended to one minute after 11:59 p.m. ET on November 12, 2025, and a five‑business‑day subsequent offering period is planned. The Board recommends accepting the offer and voting FOR all proposals. A $750,000 termination fee may be payable under specified circumstances.

XOMA Royalty Corporation filed Amendment No. 4 to its tender offer for LAVA Therapeutics N.V., setting the cash consideration at $1.04 per common share and confirming one non-transferable contingent value right (CVR) per share. The offer seeks to purchase all issued and outstanding LAVA common shares, with the CVR providing the right to potential cash payments as described in the CVR Agreement. The terms are detailed in the Amended and Restated Offer to Purchase dated October 17, 2025, and proceed under the Share Purchase Agreement between the parties.

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 (LVTX): Insider share sales disclosed on Form 4. A reporting group led by Cooperatieve Gilde Healthcare IV U.A. sold common shares on multiple dates. On 10/13/2025, 47,686 shares were sold at a weighted average price of $1.54, and on 10/14/2025, 227,341 shares were sold at a weighted average price of $1.51. A further 200,000 shares were reported sold on 10/15/2015 at a weighted average price of $1.51.

Following the reported transactions, beneficial ownership was 5,246,492 shares after the first sale, 5,019,151 after the second, and 4,819,151 after the third, all reported as directly held. The filing notes price ranges: $1.53–$1.55, $1.50–$1.55, and $1.49–$1.54, with availability of detailed trade breakdowns upon request. Management entities related to Gilde Healthcare are listed and disclaim beneficial ownership except to the extent of pecuniary interest.