8-K: LAVA Therapeutics Acquired by XOMA Royalty Corp.

LAVA Therapeutics N.V. has been acquired by XOMA Royalty Corporation for $1.04 per share plus a contingent value right, with 91.1% of shares tendered.

Summary

• LAVA Therapeutics N.V. was acquired by XOMA Royalty Corporation through a tender offer, as previously disclosed in a Purchase Agreement dated August 3, 2025, and an amendment dated October 17, 2025.
• The acquisition price was $1.04 in cash per common share plus one contingent value right (CVR) per share, representing the right to receive potential future payments.
• The initial tender offer expired on November 12, 2025, with 22,877,463 shares, approximately 87% of the issued and outstanding shares, validly tendered.
• XOMA Royalty Corporation accepted and paid for these shares on November 13, 2025.
• A subsequent offering period, from November 13, 2025, to November 20, 2025, resulted in a total of 23,956,708 shares, approximately 91.1% of the total outstanding shares, being validly tendered.
• Trading of LAVA Therapeutics N.V. shares on the Nasdaq Global Select Market LLC was suspended prior to the opening of trading on November 21, 2025, and a Form 25 was filed for delisting.
• The Company intends to terminate its reporting obligations under the Exchange Act by filing a Form 15 with the SEC on or about December 1, 2025.
• Stephen Hurly and Fred Powell ceased to be executive officers of the Company effective November 21, 2025.

Sentiment

Score: 7

Explanation: The successful completion of the acquisition provides a clear exit for tendering shareholders at a defined price and CVR, resolving uncertainty. However, the company will no longer be publicly traded, limiting future public investment opportunities.

Positives

• The successful completion of the acquisition provides a clear exit for tendering shareholders.
• Shareholders who tendered received a cash payment of $1.04 per share and a contingent value right (CVR) for potential future payments.
• The minimum condition for the tender offer was satisfied, ensuring the transaction's completion.

Negatives

• LAVA Therapeutics N.V. shares have been delisted from Nasdaq, removing public trading access for investors.
• The Company will cease to be a publicly reporting entity, reducing transparency and public disclosure for any remaining shareholders.
• Key executive officers, Stephen Hurly and Fred Powell, have departed from their roles.

Risks

• Shareholders who did not tender their shares in the Offer or during the Subsequent Offering Period and are subject to the Cancellation should review the tax information in the Offer to Purchase with their tax advisors.

Future Outlook

LAVA Therapeutics N.V. will cease to be a publicly traded company and intends to terminate its reporting obligations under the Exchange Act, effectively transitioning to a private entity under XOMA Royalty Corporation's ownership.

Management Comments

• Company management notified The Nasdaq Stock Market LLC of its intention to voluntarily delist its shares.

Industry Context

This acquisition represents a common strategy in the biotechnology sector where smaller, often clinical-stage, companies are acquired by larger entities or investment vehicles like XOMA Royalty Corporation, which specializes in royalty streams from healthcare products. Such transactions provide an exit for investors and can streamline development under new ownership, integrating assets into a broader portfolio.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Those who validly tendered their shares received $1.04 cash per share and one CVR. Those who did not tender face tax implications and will no longer have publicly traded shares.
• Employees: Executive officers Stephen Hurly and Fred Powell ceased their roles. Broader employee impact is not detailed in this filing.
• Regulatory Authorities: Nasdaq delisted the shares, and the SEC will receive a Form 15 for termination of reporting obligations, reducing their oversight of the entity.

Next Steps

• Nasdaq filed a Form 25, Notification of Removal from Listing and/or Registration under Section 12(b) of the Exchange Act with the SEC.
• The Company intends to terminate its reporting obligations under the Exchange Act by filing a Form 15 with the SEC on or about December 1, 2025.

Key Dates

Keywords

LAVA Therapeutics, XOMA Royalty Corporation, Acquisition, Tender Offer, Delisting, CVR, Merger, Biotech, Pharmaceuticals, SEC Filing