[SC TO-T/A] LAVA Therapeutics NV Amended Third-Party Tender Offer

Rhea-AI Filing Summary

LAVA Therapeutics (LVTX) reported the completion of XOMA Royalty Corporation’s tender offer and post-offer reorganization. As of the subsequent closing date, a total of 23,956,708 common shares, representing approximately 91.1% of LAVA’s outstanding shares, were validly tendered and accepted for payment, including 1,079,245 shares (about 4.2%) tendered during the subsequent offering period. The shares ceased trading on Nasdaq prior to the opening on November 21, 2025, and Nasdaq will file a Form 25 to delist and deregister the shares. LAVA and XOMA plan to file Form 15 to terminate registration and suspend LAVA’s reporting obligations, completing LAVA’s transition to a non-reporting, privately held company structure.

Insights

M&A and Corporate Actions Analyst

XOMA’s tender offer for LAVA has closed, leading to delisting.

XOMA Royalty Corporation has effectively acquired control of LAVA Therapeutics via a tender offer and subsequent reorganization. A total of 23,956,708 shares, about 91.1% of outstanding shares, were tendered and accepted, including 1,079,245 shares (around 4.2%) in the subsequent offering period. This level of acceptance typically provides the acquirer with decisive control.

Following the closing, LAVA’s shares stopped trading on Nasdaq before the market opened on November 21, 2025. Nasdaq will file Form 25 to delist and deregister the shares, and LAVA and XOMA intend to file Form 15 to terminate registration and suspend reporting duties under the Exchange Act. This shifts LAVA from a public to a non-reporting company framework.

For existing holders who did not tender, the combination of the post-offer reorganization and upcoming deregistration means future liquidity will depend on private transaction possibilities rather than exchange trading. A press release on November 21, 2025 provides the public communication around the end of the subsequent offering period.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 6)

LAVA THERAPEUTICS N.V.

(Name of Subject Company (Issuer))

XOMA ROYALTY CORPORATION

(Name of Filing Persons (Offeror))

Common Shares, with a nominal value of €0.12 Per Share

(Title of Class of Securities)

N51517105

(CUSIP Number of Class of Securities)

Owen Hughes

XOMA Royalty Corporation

2200 Powell Street, Suite 310

Emeryville, California 94608

Tel. (510) 204-7200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copies to:

Ryan A. Murr

Branden C. Berns

Gibson, Dunn & Crutcher LLP

One Embarcadero Center Suite 2600

San Francisco, CA 94111

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

Check the appropriate boxes below to designate any transactions to which the statement relates:

☒ third-party tender offer subject to Rule 14d-1.

☐ issuer tender offer subject to Rule 13e-4.

☐ going-private transaction subject to Rule 13e-3.

☐ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer.  ☒

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

☐ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

☐ Rule 13d-1(d) (Cross-Border Third-Party Tender Offer)

This Amendment No. 6 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO originally filed under cover of Schedule TO on August 15, 2025 (together with any subsequent amendments and supplements thereto, the “Schedule TO”) by XOMA Royalty Corporation, a Nevada corporation (“Purchaser”). This Amendment relates to the offer (the “Offer”) to purchase all of the issued and outstanding common shares, with a nominal value of €0.12 per share (“Shares”), in the capital of LAVA Therapeutics N.V., a public limited liability company (naamloze vennootschap) organized under the laws of the Netherlands, having its corporate seat (statutaire zetel) in Utrecht, the Netherlands, registered with the Dutch trade register under number 65335740 (“LAVA”), all upon the terms and subject to the conditions described in the Amended and Restated Offer to Purchase, dated October 17, 2025 (together with any subsequent amendments or supplements thereto, the “Offer to Purchase”) filed herewith and in the related Letter of Transmittal, copies of which are attached hereto as exhibits (a)(1)(A) and (a)(1)(B), respectively. The Offer is being made pursuant to the Share Purchase Agreement, dated as of August 3, 2025 (together with any amendments or supplements thereto, the “Purchase Agreement”), among LAVA and Purchaser, a copy of which is filed as Exhibit (d)(1) hereto and incorporated herein by reference with respect to Items 4 through 11 of this Schedule TO.

Except as otherwise set forth in this Amendment, all terms of the Offer and all other disclosures set forth in the Schedule TO and the Exhibits thereto remain unchanged and are hereby expressly incorporated into this Amendment by reference. This Amendment should be read together with the Schedule TO. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Offer to Purchase.

The Schedule TO is hereby amended and supplemented as follows:

ITEMS 1 THROUGH 9 AND 11

The Offer to Purchase and Items 1 through 9 and 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented to include the following:

“Expiration of the Subsequent Offering Period; Effective Date of Post-Offer Reorganization”

One minute after 11:59 p.m. Eastern Time on November 20, 2025, the Subsequent Offering Period expired. The Depositary and Paying Agent has advised Purchaser that, as of the Subsequent Closing Date of the Subsequent Offering Period, a total of 23,956,708 Shares, collectively representing approximately 91.1% of the total outstanding Shares, were validly tendered in the Offer (including a total of 1,079,245 Shares, collectively representing approximately 4.2% of the total outstanding Shares tendered during the Subsequent Offering Period). Purchaser has accepted for payment all Shares validly tendered during the Subsequent Offering Period.

The Shares ceased to trade on Nasdaq prior to the opening of trading on November 21, 2025, and Nasdaq has filed or will file a Notification of Removal from Listing and/or Registration under Section 12(b) of the Exchange Act on Form 25 to delist and deregister the Shares. Purchaser and LAVA intend to file a certification and notice of termination of registration on Form 15 with the SEC requesting the termination of registration of the Shares under Section 12(g) of the Exchange Act and the suspension of reporting obligations under Section 13 and 15(d) of the Exchange Act with respect to the Shares and take steps to cause the termination of the registration of the Shares under the Exchange Act and suspend all of LAVA’s reporting obligations under the Exchange Act as promptly as practicable.

Purchaser consummated the Post-Offer Reorganization on November 20, 2025, the final date on which Shares tendered during the Subsequent Offering Period were accepted for payment and paid for.

A press release announcing the expiration of the Subsequent Offering Period was issued by Purchaser on November 21, 2025.

2

ITEM 12. EXHIBITS.

Index No.
(a)(1)(A)		Amended and Restated Offer to Purchase, dated October 17, 2025.
(a)(1)(B)		Form of Letter of Transmittal.
(a)(1)(C)		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(D)		Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(E)		Amended and Restated Schedule A to the Offer to Purchase.
(a)(5)(A)		Press Release of LAVA issued on August 4, 2025 (incorporated by reference to Exhibit  99.1 to LAVA’s Current Report on Form 8-K filed with the SEC on August 4, 2025).
(a)(5)(B)		Joint Press Release of Purchaser issued on October 2, 2025
(a)(5)(C)		Joint Press Release of Purchaser issued on October 17, 2025
(a)(5)(D)*		Press Release of Purchaser issued on November 21, 2025
(d)(1)		Share Purchase Agreement, by and among XOMA Royalty Corporation and LAVA Therapeutics N.V., dated August 3, 2025 (incorporated by reference to Exhibit 2.1 to LAVA’s Current Report on Form 8-K filed with the SEC on August 4, 2025).
(d)(2)		Amendment to Share Purchase Agreement, by and among XOMA Royalty Corporation and LAVA Therapeutics N.V., dated October  17, 2025 (incorporated by reference to Exhibit 2.1 to LAVA’s Current Report on Form 8-K filed with the SEC on October 17, 2025).
(d)(3)		Confidentiality Agreement dated June 2, 2025 between LAVA and Purchaser.
(d)(4)		Form of Contingent Value Rights Agreement (incorporated herein by reference to Exhibit C of Exhibit 2.1 to LAVA’s Current Report on Form 8-K filed with the SEC on October 17, 2025).
(d)(5)		Form of Tender and Support Agreement (incorporated herein by reference to Exhibit D of Exhibit 2.1 to LAVA’s Current Report on Form 8-K filed with the SEC on August 4, 2025).
(g)		Not applicable.
(h)		Not applicable.
107		Filing Fee Table.

* Filed herewith

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.

Dated: November 21, 2025

XOMA Royalty Corporation
By:		/s/ Owen Hughes
		Name:		Owen Hughes
		Title:		Chief Executive Officer

FAQ

What did XOMA Royalty Corporation announce regarding its tender offer for LAVA Therapeutics (LVTX)?

XOMA Royalty Corporation announced that its tender offer for LAVA Therapeutics N.V. (LVTX) has effectively concluded. As of the subsequent closing date, 23,956,708 common shares were validly tendered and accepted, representing approximately 91.1% of LAVA’s outstanding shares, including 1,079,245 shares (about 4.2%) tendered during the subsequent offering period.

How many LAVA Therapeutics shares were tendered in total and during the subsequent offering period?

A total of 23,956,708 LAVA Therapeutics shares, representing roughly 91.1% of all outstanding shares, were validly tendered and accepted in the offer. This total includes 1,079,245 shares, approximately 4.2% of the outstanding shares, that were tendered during the subsequent offering period.

What happens to LAVA Therapeutics (LVTX) Nasdaq listing after the tender offer completion?

LAVA Therapeutics’ common shares ceased trading on Nasdaq before the market opened on November 21, 2025. Nasdaq has filed or will file a Form 25 to delist and deregister the shares under Section 12(b) of the Exchange Act, removing LVTX from exchange trading.

Will LAVA Therapeutics remain an SEC reporting company after the XOMA transaction?

No. Following the tender offer and post-offer reorganization, Purchaser and LAVA intend to file Form 15 with the SEC. This filing will request termination of LAVA’s registration under Section 12(g) and suspension of its reporting obligations under Sections 13 and 15(d) of the Exchange Act, moving LAVA out of the public reporting regime.

What is the post-offer reorganization mentioned for LAVA Therapeutics and when was it completed?

XOMA Royalty Corporation consummated the post-offer reorganization on November 20, 2025, which was the final date on which shares tendered during the subsequent offering period were accepted and paid for. This step follows the successful tender offer and supports the transition to a non-listed, non-reporting corporate structure.

Did XOMA or LAVA issue any public communication about the expiration of the subsequent offering period?

Yes. A press release announcing the expiration of the subsequent offering period was issued by XOMA Royalty Corporation on November 21, 2025. This release is listed as an exhibit to the filing, labeled as a press release of the purchaser.