Welcome to our dedicated page for LAVA Therapeutics N.V. SEC filings (Ticker: LVTX), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
This page provides access to historical SEC filings for LAVA Therapeutics N.V. (formerly Nasdaq: LVTX), a clinical-stage immuno-oncology company that developed bispecific gamma-delta T cell engagers using its Gammabody® platform. These documents trace both the company’s scientific focus and the corporate steps that led to its acquisition by XOMA Royalty Corporation and removal from the Nasdaq Global Select Market.
For investors and researchers, Forms 10-K, 10-Q and related reports (where applicable) offer detail on LAVA’s pipeline, including the internal candidate LAVA‑1266 for CD123+ hematologic malignancies and partnered programs JNJ‑89853413 with Johnson & Johnson and PF‑08046052 with Pfizer Inc. These filings typically describe the mechanism of action of LAVA’s bispecific gamma-delta T cell engagers, clinical trial status, risk factors, and collaboration economics.
The series of Form 8-K filings in 2025 is especially important for understanding LVTX as a former public company. They document entry into the Share Purchase Agreement with XOMA Royalty Corporation, amendments to the offer terms, the progress and results of the tender offer, the subsequent offering period, and the resulting change in control. Additional 8‑Ks describe shareholder votes at an extraordinary general meeting, LAVA’s notice of intent to voluntarily delist, Nasdaq’s suspension of trading and filing of Form 25 to remove LVTX from listing and registration, and LAVA’s stated intention to file Form 15 to terminate its reporting obligations.
Stock Titan’s platform surfaces these filings with AI-powered summaries that highlight key terms, conditions and implications, helping users quickly interpret complex documents such as the Share Purchase Agreement, CVR Agreement descriptions, and restructuring disclosures. You can review historical ownership and governance changes, transaction structures, and program-level information as reported directly to the SEC, while AI-generated insights point to the sections most relevant to LVTX’s transition from an independent Nasdaq-listed issuer to a majority-owned subsidiary of XOMA Royalty Corporation.
LAVA Therapeutics N.V. disclosed a proposed acquisition by XOMA Royalty Corporation offering $1.16 per share plus up to $0.08 cash and one contingent value right (CVR) per share, payable subject to conditions and withholding taxes, with the Offer expiring one minute after 11:59 p.m. Eastern Time on October 3, 2025, unless extended. The Board has approved the Purchase Agreement, recommends shareholders accept the Offer and to vote "FOR" governance, discharge and post-offer reorganization proposals at an Extraordinary General Meeting. If the Offer closes and required thresholds are met, parties will effect a Downstream Merger, a Loan to New Topco, and cancellation of New Topco A shares, with CVRs providing contingent cash rights tied to specified product proceeds and net cash adjustments.
LAVA Therapeutics' board recommends a cash tender offer with contingent post-offer reorganization that would deliver immediate cash to shareholders plus contingent value rights (CVRs). The board, supported by a Special Committee and Leerink Partners, concluded the offer provides certainty of value through an all-cash Cash Amount and that it represents the highest reasonably obtainable price under the circumstances. Leerink rendered a fairness opinion dated August 3, 2025 that the Cash Amount was fair from a financial point of view.
The transaction includes mechanisms for a Dutch downstream merger, cancellation of New TopCo A Shares with loan and CVR arrangements, accelerated vesting and severance payments for executives, an 80% minimum tender condition (75% in limited cases), a $750,000 termination fee, and material uncertainty around realization of CVR proceeds. The board noted high likelihood of closing absent regulatory impediments but disclosed litigation, expense and insider-interest risks.
LAVA Therapeutics is a clinical-stage immuno-oncology company focusing on its Gammabody platform. As of June 30, 2025, the company held $26.4 million in cash and $29.8 million of short-term U.S. Treasury investments ($56.2 million total), with
The board adopted a restructuring plan in February 2025 that reduced the workforce by ~30% and produced $3.2 million of restructuring and impairment charges year-to-date. Management recorded a $5.2 million non-cash gain when an RVO loan balance was waived. Subsequent events include a share purchase agreement with XOMA (tender offer price of $1.16 per share plus up to $0.08 and one CVR per share) and the decision to discontinue the Phase 1 LAVA-1266 program, with wind-down costs currently undetermined. The company states its cash and short-term investments are sufficient to fund operations for at least the next 12 months under current plans.
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).