LAVA Therapeutics NV Files 8-K for Material Agreement

TL;DR

LAVA Therapeutics signed a big deal, filing an 8-K on Oct 17, 2025.

AI Summary

LAVA Therapeutics N.V. announced on October 17, 2025, that it entered into a material definitive agreement. The company, incorporated in The Netherlands with its principal executive offices in Utrecht, also reported other events and filed financial statements and exhibits. This filing is a current report under Section 13 or 15(d) of the Securities Exchange Act of 1934.

Why It Matters

This 8-K filing indicates LAVA Therapeutics has entered into a significant agreement, which could impact its business operations, partnerships, or financial standing.

Risk Assessment

Risk Level: medium — An 8-K filing regarding a material definitive agreement suggests a significant event that could carry inherent business risks and opportunities.

Key Players & Entities

• LAVA Therapeutics N.V. (company) — Registrant
• October 17, 2025 (date) — Date of earliest event reported
• The Netherlands (location) — Jurisdiction of incorporation
• Utrecht (location) — Principal executive offices
• 001-40241 (company_id) — Commission File Number

FAQ

Key Financial Figures

• $1.04 — ll now receive (i) a price per Share of $1.04 (the " Cash Amount "), as compared to t
• $1.16 — nt "), as compared to the range between $1.16 and $1.24 that was originally agreed, p
• $1.24 — compared to the range between $1.16 and $1.24 that was originally agreed, plus (ii) o
• $6,330,000, m — te; and (iv) 100% of an amount equal to $6,330,000, minus any tax liabilities or other costs
• $24.5 m — to the consummation of the Offer, to be $24.5 million, compared to the previous minimum
• $31.5 million — he previous minimum Closing Net Cash of $31.5 million. The foregoing description of the Amen

Filing Documents

• tm2528774d1_8k.htm (8-K) — 43KB
• tm2528774d1_ex2-1.htm (EX-2.1) — 183KB
• tm2528774d1_ex99-1.htm (EX-99.1) — 27KB
• tm2528774d1_ex99-1img01.jpg (GRAPHIC) — 8KB
• tm2528774d1_ex99-1img02.jpg (GRAPHIC) — 7KB
• 0001104659-25-100317.txt ( ) — 498KB
• lvtx-20251017.xsd (EX-101.SCH) — 3KB
• lvtx-20251017_lab.xml (EX-101.LAB) — 33KB
• lvtx-20251017_pre.xml (EX-101.PRE) — 22KB
• tm2528774d1_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. On October 17, 2025, LAVA Therapeutics N.V., a Dutch public limited liability company ( naamloze vennootschap ) (the " Company "), entered into an amendment (the " Amendment ") to the Share Purchase Agreement (the " Purchase Agreement "), dated as of August 3, 2025, by and between the Company and XOMA Royalty Corporation (" Buyer "). Capitalized terms not defined herein shall have the meaning ascribed to them in the Purchase Agreement, as amended by the Amendment. The Purchase Agreement was filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission (the " SEC ") on August 4, 2025. The material terms of the Purchase Agreement are described in more detail in the definitive proxy statement of the Company filed with the SEC on September 3, 2025, including as amended, in the section titled "The Offer and the Other Transactions Contemplated by the Purchase Agreement" beginning on page 25. Pursuant to the Amendment, holders of common shares of the Company (the " Shares ", and such holders, the " Shareholders ") who tender their Shares in the tender offer (the " Offer ") will now receive (i) a price per Share of $1.04 (the " Cash Amount "), as compared to the range between $1.16 and $1.24 that was originally agreed, plus (ii) one contingent value right (" CVR ") per Share, which shall represent the right to receive potential payments, in cash, described in, and subject to and in accordance with the terms and conditions of, a Contingent Value Rights Agreement (" CVR Agreement "). Pursuant to the revised form of CVR Agreement under the Amendment, each CVR will now represent a contractual right to receive contingent cash payments equal to a pro rata share of: (i) 100% of the amount by which the Closing Net Cash (as defined in the Purchase Agreement), as adjusted for any Permitted Deductions (as defined in the CVR Agreement) made within ninety (90) days following th

01 Other Events

Item 8.01 Other Events. On October 17, 2025, the Company and Buyer issued a joint press release announcing the execution of the Amendment and an extension of the expiration of the Offer to one minute after 11:59 p.m., New York City time, on November 12, 2025, unless it is extended further or earlier terminated in accordance with the Purchase Agreement. The Offer was previously scheduled to expire one minute after 11:59 p.m., New York City time, on October 17, 2025. The joint press release also announced the Company's intention to reconvene the Extraordinary General Meeting of Shareholders (the " EGM ") at 2:00 p.m. (Central European Summer Time) on November 7, 2025. The EGM will be held at the offices of NautaDutilh N.V., Beethovenstraat 400, 1082 PR Amsterdam, the Netherlands. The Company will file a revised definitive proxy into this Item 8.01 by reference. Important Additional Information and Where to Find It The description contained in this Current Report on Form 8-K is for informational purposes only and is not a recommendation, an offer to buy or the solicitation of an offer to sell any of the Company's ordinary shares. The Offer has been extended until one minute after 11:59 p.m. Eastern time on November 12, 2025, unless the Offer is further extended or earlier terminated. Buyer will file an amendment to its Tender Offer Statement on Schedule TO with the SEC. The Company will file an amendment to its Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC related to the Offer. The Company will file an amended definitive proxy statement in connection with the reconvened EGM at which the Company's shareholders will be requested to vote on certain proposed resolutions (the "EGM Proposals") in connection with the transactions between the Company and Buyer. The Company plans to file and send a revised proxy stateme

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. LAVA Therapeutics N.V. Date: October 17, 2025 By: /s/ Fred Powell Fred Powell Chief Financial Officer

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View this 8-K filing on SEC EDGAR