Announcement • Nov 21
Nasdaq Suspends Trading of Lava Therapeutics Shares As previously disclosed, on November 13, 2025, LAVA Therapeutics N.V. 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. Announcement • Nov 13
LAVA Announces Exceeding Minimum Condition in Tender Offer and Intent to Delist from Nasdaq LAVA Therapeutics N.V. announced that 22,877,463 of LAVA’s common shares, representing approximately 87% of LAVA’s outstanding common shares, were validly tendered and not withdrawn prior to the expiration of the initial offering period one minute after 11:59 p.m. Eastern Time on November 12, 2025. As a result, the minimum tender condition and other conditions of the previously announced tender offer (the “Offer”) of XOMA Royalty Corporation (“XOMA Royalty”) to acquire LAVA have been satisfied. All validly tendered shares are expected to be accepted for payment on or about November 13, 2025. The subsequent offering period has now commenced. LAVA shareholders who have not yet tendered their common shares may still tender during the subsequent offering period, which will expire one minute after 11:59 p.m. Eastern Time on November 20, 2025. Any common shares tendered during the subsequent offering period may not be withdrawn. LAVA’s common shares are expected to be suspended from trading on the Nasdaq Global Select Market prior to the opening of the market on or about November 21, 2025. LAVA also announced that it has submitted written notice to Nasdaq of its intention to voluntarily delist its common shares from Nasdaq. The voluntary delisting is subject to and conditioned upon the acquisition by XOMA Royalty of all common shares validly tendered and not properly withdrawn in accordance with the previously disclosed purchase agreement entered into between LAVA and XOMA Royalty. On or about November 24, 2025, LAVA expects Nasdaq will file with the U.S. Securities and Exchange Commission ("SEC") a notification of removal from listing of its common shares on Nasdaq. Completion of the tender offer remains subject to the conditions described in the tender offer statement on Schedule TO filed by XOMA Royalty with the SEC (as amended and supplemented). Announcement • Aug 04
XOMA Royalty Corporation (NasdaqGM:XOMA) entered a definitive share purchase agreement to acquire LAVA Therapeutics N.V. (NasdaqGS:LVTX) for $32.6 million. XOMA Royalty Corporation (NasdaqGM:XOMA) entered a definitive share purchase agreement to acquire LAVA Therapeutics N.V. (NasdaqGS:LVTX) for $32.6 million on August 3, 2025. XOMA Royalty will acquire LAVA for between $1.16 and $1.24 per share in cash, consisting of $1.16 (the “Base Price Per Share”) in cash per share (the “LAVA common stock”), plus an additional amount of cash of up to $0.08 per Share agreed-upon determination of Closing Net Cash on 10th Business Day before each then scheduled Expiration Time (such amount as finally determined in accordance with the Purchase Agreement, the “Additional Price Per Share,” and together with the Base Price Per Share, the “Cash Amount”), plus one non-transferable contingent value right (“CVR”) per share representing the right to receive 75% of the net proceeds related to LAVA’s two partnered assets and 75% of any net proceeds from any out license or sale of LAVA’s unpartnered programs. LAVA will be required to pay XOMA a termination fee of $750,000. Following a subsequent offering period, LAVA will undergo a corporate reorganization designed to result in XOMA Royalty acquiring 100% of the shares in LAVA’s successor and all then-remaining LAVA shareholders (other than XOMA Royalty) receiving the same cash and CVR consideration per share as is provided in the tender offer, subject to applicable withholding taxes. LAVA will hold a shareholder’s meeting in connection with the Transactions. XOMA Royalty will commence a tender offer by August 15, 2025, to acquire all outstanding shares of LAVA common stock. As a result of the Post-Offer Reorganization, LAVA will no longer be a publicly traded company, the listing of the Shares on Nasdaq Stock Market LLC will be terminated and the Shares will be deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), resulting in the cessation of LAVA's reporting obligations with respect to the Shares thereunder.
The transaction is to any applicable law or order entered, enacted, promulgated, enforced, or issued by any court or other governmental authority of competent jurisdiction prohibiting, rendering illegal, or enjoining the consummation of the Transactions; the accuracy of representations and warranties made by LAVA in the Purchase Agreement, subject compliance in all material respects by LAVA with its obligations under the Purchase Agreement, shareholders have adopted resolutions related appointing Buyer’s designees to the Board and certain transactions pursuant, the Closing Net Cash shall be no less than the amount specified in the Purchase Agreement and no termination of the Purchase Agreement. Buyer is not required to extend the Offer beyond December 31, 2025. In addition, if the only unmet Offer Condition is the Minimum Condition, Buyer may, but is not required to, extend the Offer on more than two occasions in consecutive periods of up to 10 business days. The closing of the Transactions is expected in the fourth quarter of 2025. LAVA’s Board unanimously recommends that shareholders support the Offer, accept the Offer and vote in favor of the resolutions to be proposed to LAVA’s shareholders’ meeting.
Ryan A. Murr and Branden Berns of Gibson, Dunn & Crutcher LLP and Michel van Agt and Menno Baks of Loyens & Loeff N.V. acted as legal advisors for XOMA Royalty Corporation. Kevin Cooper and Rita Sobral of Cooley LLP and Paul van der Bijl of NautaDutilh N.V. acted as legal advisors and Leerink Partners LLC acted as financial advisor for LAVA Therapeutics N.V. 
