LAVA Therapeutics Files 8-K: Delisting Notice, Asset Changes

TL;DR

LAVA Therapeutics 8-K: Delisting warning, asset changes, and officer updates filed 11/21/25.

AI Summary

LAVA Therapeutics N.V. filed an 8-K on November 21, 2025, reporting a completion of acquisition or disposition of assets. The filing also indicated a notice of delisting or failure to satisfy continued listing rules, a material modification to security holder rights, and changes in directors or officers. The company's former name was LAVA Therapeutics BV, with a name change effective January 15, 2021.

Why It Matters

This 8-K filing signals significant operational and listing status changes for LAVA Therapeutics, potentially impacting its stock and future operations.

Risk Assessment

Risk Level: high — The notice of delisting or failure to satisfy continued listing rules is a significant indicator of potential financial distress or non-compliance.

Key Players & Entities

• LAVA Therapeutics N.V. (company) — Registrant
• LAVA Therapeutics BV (company) — Former Company Name
• November 21, 2025 (date) — Date of Report
• January 15, 2021 (date) — Date of Name Change

FAQ

Key Financial Figures

• $1.04 — any (" Shares ") at a purchase price of $1.04 per Share plus (ii) one contingent valu

Filing Documents

• tm2531793d3_8k.htm (8-K) — 30KB
• 0001104659-25-114793.txt ( ) — 195KB
• lvtx-20251121.xsd (EX-101.SCH) — 3KB
• lvtx-20251121_lab.xml (EX-101.LAB) — 33KB
• lvtx-20251121_pre.xml (EX-101.PRE) — 22KB
• tm2531793d3_8k_htm.xml (XML) — 4KB

01

Item 2.01 Completion of Acquisition or Disposition of Assets. Following the Expiration Time, in accordance with the Purchase Agreement, Buyer commenced a subsequent offering period (the " Subsequent Offering Period ") in accordance with Rule 14d-11 promulgated under the Securities Exchange Act of 1934, as amended (the " Exchange Act "), on November 13, 2025. Shares validly tendered during the Subsequent Offering Period were immediately accepted and promptly paid for by Buyer pursuant to the terms of the Offer. The Subsequent Offering Period expired one minute after 11:59 p.m. Eastern Time on November 20, 2025. The Depositary informed Buyer that, as of the expiration of the Subsequent Offering Period, 23,956,708 Shares, collectively representing approximately 91.1% of the total outstanding Shares, were validly tendered pursuant to 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). Tax information relevant to the Company's shareholders that did not tender their Shares in the Offer or during the Subsequent Offering Period and who are subject to the Cancellation is provided in the section entitled " Certain U.S Federal Income and Dutch Tax Consequences of the Offer and the Post-Offer Reorganization " of the Offer to Purchase and is incorporated by reference herein. This information is relevant to the filing of such shareholders' tax returns and should be reviewed with their tax advisors. The foregoing description of the Purchase Agreement is only a summary and is qualified in its entirety by reference to the full text of the Purchase Agreement and Amendment thereto, which are incorporated by reference herein from Exhibit 2.1 to the Current Reports on Form 8-K filed by the Company with the Securities and Exchange Commission on August 3, 2025 and October 17, 2025, respectively.

01

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously disclosed, on November 13, 2025, the Company notified The Nasdaq Stock Market LLC (" Nasdaq ") of its intention to voluntarily delist its Shares from Nasdaq. Prior to the opening of trading on November 21, 2025, Nasdaq suspended trading of the Shares and 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.

03

Item 3.03 Material Modification to Rights of Security Holders. The information set forth under the Introductory Note, Item 2.01 and Item 3.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Effective as of November 21, 2025, Stephen Hurly and Fred Powell each ceased to be executive officers of the Company. Information about the severance benefits to which Messrs. Hurly and Powell are entitled is set forth under the caption "Employment Arrangements and Change in Control and Severance Benefits Under Existing Relationships" beginning on page 87 of LAVA's revised definitive proxy statement on Schedule 14A filed with the SEC on October 17, 2025 and is incorporated herein by reference. SIGNATURE 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: November 21, 2025 By: /s/ Fred Powell Fred Powell Chief Financial Officer

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View this 8-K filing on SEC EDGAR