LAVA extends XOMA tender offer deadline to Oct. 17

LAVA Therapeutics N.V. filed an amendment to its Schedule 14D-9 relating to the tender offer by XOMA Royalty Corporation to acquire all outstanding LAVA common shares.

Rhea-AI Filing Summary

LAVA Therapeutics N.V. filed an amendment to its Schedule 14D-9 relating to the tender offer by XOMA Royalty Corporation to acquire all outstanding LAVA common shares. The amendment reports that, under the Purchase Agreement, the offer’s expiration has been extended from one minute after 11:59 p.m. Eastern Time on October 3, 2025 to one minute after 11:59 p.m. Eastern Time on October 17, 2025, with the possibility of further extensions in line with the agreement. The filing also adds a joint press release issued by XOMA Royalty Corporation and LAVA on October 2, 2025 as an exhibit.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does LAVA Therapeutics (LVTX) disclose in this Schedule 14D-9 amendment?

The amendment updates LAVA Therapeutics’ recommendation statement for the tender offer by XOMA Royalty Corporation. It primarily discloses an extension of the offer’s expiration date and adds a joint press release from October 2, 2025 as an exhibit for shareholders.

How long has the XOMA Royalty tender offer for LAVA Therapeutics (LVTX) been extended?

The tender offer expiration moved from one minute after 11:59 p.m. Eastern Time on October 3, 2025 to one minute after 11:59 p.m. Eastern Time on October 17, 2025. The Purchase Agreement also allows the offer to be extended further if specified conditions are met.

Who is attempting to acquire LAVA Therapeutics (LVTX) in this tender offer?

XOMA Royalty Corporation, a Nevada corporation, has made a tender offer to acquire all issued and outstanding common shares of LAVA Therapeutics. The offer is described in an Offer to Purchase and a related Letter of Transmittal referenced throughout the recommendation statement.

What securities of LAVA Therapeutics (LVTX) are subject to the tender offer?

The tender offer covers all issued and outstanding common shares of LAVA Therapeutics, each with a nominal value of €0.12 per share. These shares are the subject securities referenced in the Schedule 14D-9 and the corresponding Offer to Purchase and Letter of Transmittal.

What new exhibit did LAVA Therapeutics (LVTX) add in this Schedule 14D-9 amendment?

LAVA Therapeutics added Exhibit (a)(5)(B), a joint press release issued by XOMA Royalty Corporation and LAVA on October 2, 2025. This press release is incorporated by reference from the amended Schedule TO filed by the buyer for the tender offer.

Who signed the amended Schedule 14D-9 for LAVA Therapeutics (LVTX)?

The amended Schedule 14D-9 was signed on behalf of LAVA Therapeutics N.V. by Stephen Hurly, the company’s Chief Executive Officer and President. He certified that, to his knowledge and belief, the information in the statement is true, complete, and correct as of October 2, 2025.

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Accepted by SEC EDGAR 10/02/2025 - 05:17 PM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

Solicitation/Recommendation Statement

Under Section 14(d)(4) of the Securities Exchange Act of 1934

(Amendment No. 2)

LAVA Therapeutics N.V.

(Name of Subject Company)

LAVA Therapeutics N.V.

(Name of Persons Filing Statement)

Common shares, nominal value €0.12 per share

(Title of Class of Securities)

N51517105

(CUSIP Number of Class of Securities)

Stephen Hurly

Chief Executive Officer and President

LAVA Therapeutics, N.V.

Yalelaan 62

3584 CM Utrecht, The Netherlands

+31 85 016 3100

(Name, address, and telephone number of person authorized to receive notices and communications

on behalf of the persons filing statement)

With a copy to:

Divakar Gupta

Katie Kazem

Courtney T. Thorne

Rita Sobral

Cooley LLP

55 Hudson Yards

New York, New York 10001

(212) 479-6000

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

This Amendment No. 3 (“Amendment No. 3”) to Schedule 14D-9 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 previously filed by LAVA Therapeutics, N.V., a Dutch public limited liability company (naamloze vennootschap) (“LAVA” or the “Company”), with the U.S. Securities and Exchange Commission (the “SEC”) on August 15, 2025 (together with any exhibits attached thereto, as it may be amended or supplemented from time to time, the “Schedule 14D-9”), with respect to the tender offer made by XOMA Royalty Corporation, a Nevada corporation (“Buyer”), to acquire all of the issued and outstanding common shares, nominal value €0.12 per share, of LAVA (the “Shares”) all upon the terms and subject to the conditions as set forth in the Offer to Purchase, dated August 15, 2025 (together with any amendments and supplements thereto, the “Offer to Purchase”), and in the related Letter of Transmittal (together with any amendments and supplements thereto, the “Letter of Transmittal” and together with the Offer to Purchase, the “Offer”). Any capitalized term used and not otherwise defined herein shall have the meaning ascribed to such term in the Schedule 14D-9.

The Offer is described in a Tender Offer Statement filed under cover of Schedule TO with the SEC on August 15, 2025, by Buyer (as amended or supplemented from time to time).

The information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by reference, except that such information is hereby amended or supplemented to the extent specifically provided herein. This Amendment No. 3 is being filed to disclose certain updates as reflected below.

ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON

Item 2 (“Identity and Background of Filing Person”) of the Schedule 14D-9 is hereby amended and supplemented by replacing the fourth paragraph of the section titled “—Tender Offer” in its entirety with the following paragraph:

“On October 2, 2025, the Offer was extended pursuant to the Purchase Agreement. The Offer was previously scheduled to expire one minute after 11:59 p.m., Eastern Time on October 3, 2025. The expiration date of the Offer is extended to expire one minute after 11:59 p.m., Eastern Time on October 17, 2025, unless it is extended further in accordance with the Purchase Agreement (the “Expiration Time”. If the Offer is further extended in accordance with the Purchase Agreement, the term “Expiration Time” will instead refer to the latest time and date at which the Offer, as so extended by Buyer, will expire).”

Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following Exhibit to the list of Exhibits:

Exhibit No.		Description
(a)(5)(B)		Joint Press Release issued by Buyer and LAVA on October 2, 2025 (incorporated herein by reference to Exhibit (a)(5)(B) to the SC TO-T/A.

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:         October 2, 2025

	LAVA Therapeutics N.V.
	By:	/s/ Stephen Hurly
		Stephen Hurly
		Chief Executive Officer and President

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