Core Insights - XOMA Royalty Corporation has completed the acquisition of LAVA Therapeutics N.V., with shareholders receiving $1.04 in cash per share and a contingent value right (CVR) [1][2] - The acquisition aligns with XOMA's strategy of enhancing its portfolio through partnerships with established oncology firms like Johnson & Johnson and Pfizer, potentially leading to significant value creation [2][3] Acquisition Details - The acquisition involved a total of 23,956,708 shares validly tendered, representing approximately 91.1% of the outstanding shares as of the final expiration date [2] - Following the acquisition, LAVA underwent a corporate reorganization, resulting in XOMA acquiring 100% of LAVA's shares, with remaining shareholders receiving the same cash and CVR consideration [3] Financial Aspects - LAVA shareholders are entitled to receive 75% of net proceeds from LAVA's partnered assets and any out-licensed or sold unpartnered programs, along with potential additional payments of up to approximately $0.23 per CVR [1][2] - The acquisition is expected to drive future milestones and royalties, enhancing the financial outlook for both XOMA and LAVA CVR holders [2] Legal and Advisory Information - XOMA Royalty was advised by Gibson, Dunn & Crutcher LLP and Loyens & Loeff N.V., while LAVA was represented by Leerink Partners and Cooley LLP [4]

Core Points - LAVA Therapeutics announced that approximately 87% of its outstanding common shares were validly tendered in the tender offer by XOMA Royalty Corporation, satisfying the minimum tender condition [1] - The subsequent offering period for LAVA shareholders to tender their shares will expire on November 20, 2025, and shares tendered during this period cannot be withdrawn [2] - LAVA intends to voluntarily delist its common shares from Nasdaq, contingent upon the completion of the acquisition by XOMA Royalty [3] Company Overview - LAVA Therapeutics is a biopharmaceutical company focused on developing bispecific gamma delta T cell engagers using its proprietary Gammabody® platform, with partnerships with Johnson & Johnson and Pfizer for specific cancer treatments [4]

Core Viewpoint - LAVA Therapeutics N.V. is urging its shareholders to tender their shares in the ongoing acquisition offer from XOMA Royalty Corporation before the expiration deadline of November 12, 2025, to avoid potential risks associated with the failure of the transaction [1][3][12]. Group 1: Transaction Details - On August 4, 2025, LAVA and XOMA entered into a share purchase agreement, with XOMA extending its offer to purchase all outstanding common shares of LAVA until November 12, 2025 [2]. - The LAVA Board unanimously recommends that shareholders tender their shares to ensure the completion of the offer [3]. Group 2: Risks of Non-Completion - If the requisite percentage of shares is not tendered, the offer cannot be completed, which may lead to significant risks for shareholders, including potential liquidation and dissolution of LAVA [3][6]. - In the event of non-completion, LAVA's share price may decline, particularly if the current market price reflects expectations of the offer being completed [6]. Group 3: Share Tendering Process - Shareholders holding LAVA shares through brokers are advised to instruct their brokers to tender their shares promptly to meet processing deadlines [4][5]. - Those who have previously tendered their shares do not need to take any further action due to the extension of the offer [8]. Group 4: Company Overview - LAVA Therapeutics is a biopharmaceutical company focused on developing bispecific gamma delta T cell engagers using its proprietary Gammabody® platform, with partnerships including Johnson & Johnson and Pfizer [9].

Revenue and Financial Performance - The company has not generated any revenues from product sales to date and does not expect to in the future[100] - Total revenue for the nine months ended September 30, 2025, was $0, a decrease of $6.99 million compared to $6.99 million in the same period of 2024[127] - The company reported a net loss of $19.3 million for the nine months ended September 30, 2025, compared to a net loss of $21.2 million for the same period in 2024[142] - The net loss before taxes for the three months ended September 30, 2025, was $7.2 million, a reduction of $5.1 million compared to a net loss of $12.2 million in the same period of 2024[120] Expenses - Research and development expenses are primarily incurred for clinical trial activities and are expensed as incurred[111] - Research and development expenses for the three months ended September 30, 2025, were $2.2 million, down 73% from $8.3 million in the same period of 2024[122] - Research and development expenses for the nine months ended September 30, 2025, were $11.1 million, a decrease of 44% from $19.9 million in the same period of 2024[130] - General and administrative expenses include costs for operational activities such as accounting and legal services[113] - General and administrative expenses for the three months ended September 30, 2025, increased to $5.3 million, up 73% from $3.1 million in the same period of 2024[123] - General and administrative expenses for the nine months ended September 30, 2025, were $11.3 million, an increase of 14% from $9.9 million in the same period of 2024[131] - Professional and consultant fees for the nine months ended September 30, 2025, increased by $3.6 million to $6.0 million, primarily due to legal and professional fees associated with the XOMA Transaction[131] Cash Flow and Liquidity - Cash and cash equivalents totaled $49.7 million as of September 30, 2025, which is expected to be sufficient to fund planned expenditures for at least the next twelve months[140] - Net cash used in operating activities was $(30.3) million for the nine months ended September 30, 2025, compared to $(19.1) million for the same period in 2024, reflecting an increase in cash outflow of $(11.2) million[141] - Net cash provided by investing activities was $40.4 million for the nine months ended September 30, 2025, significantly higher than $1.5 million in the same period of 2024, driven by $40.1 million from maturities of investments[146] - The company experienced a net increase in cash and cash equivalents of $10.1 million for the nine months ended September 30, 2025, compared to a net decrease of $(17.5) million in the same period of 2024, reflecting a positive cash flow change of $27.6 million[141] Agreements and Collaborations - A share purchase agreement with XOMA Royalty Corporation was entered into, offering $1.04 per share plus a contingent value right[92] - The minimum closing net cash condition for the XOMA transaction was reduced from $31.5 million to $24.5 million[92] - The company received a $50 million nonrefundable upfront payment from Pfizer in October 2022 as part of a collaboration agreement[101] - Pfizer is expected to pay up to approximately $650 million upon achieving development, regulatory, and commercial milestones[101] - Under the Pfizer Agreement, the company received a nonrefundable up-front payment of $50.0 million in October 2022 and a clinical milestone payment of $7.0 million in March 2024[137] - The company anticipates no additional reimbursement for agreed-to services under the Pfizer Agreement at this time[137] Restructuring and Trials - A restructuring plan was adopted in February 2025, resulting in a workforce reduction of approximately 30%[96] - The company incurred $0.3 million in costs related to the discontinuation of the Phase 1 trial of LAVA-1266[95] Other Income and Losses - Gain on extinguishment of borrowings recognized in the nine months ended September 30, 2025, was $5.2 million, contributing to total other income of $3.4 million[126] - Other income (expense), net increased to $3.4 million for the nine months ended September 30, 2025, up from $1.8 million in the same period of 2024, primarily due to a $5.2 million gain on extinguishment of borrowings[134] - Foreign currency exchange loss for the nine months ended September 30, 2025, was $3.5 million, an increase of $2.8 million compared to a loss of $0.7 million in the same period of 2024[126] Taxation - Income tax expense for the three months ended September 30, 2025, was $0.1 million, consistent with the same period in 2024[117] Contractual Obligations - There were no material changes to the company's contractual obligations and commitments during the three and nine months ended September 30, 2025, compared to the previous year[139]

Core Points - The Ademi Firm is investigating Lava (Nasdaq: LVTX) for potential breaches of fiduciary duty and other legal violations related to its transaction with XOMA Royalty [1] - Lava shareholders will receive an initial cash amount of $1.04 per share, which is lower than the previously agreed range of $1.16 to $1.24, along with a non-transferable contingent value right [2] - The minimum net-cash closing condition for the transaction has been amended from $31.5 million to $24.5 million [2] - The transaction agreement restricts competing bids for Lava by imposing significant penalties, raising concerns about the Lava board's fulfillment of fiduciary duties to shareholders [3]

Core Points - XOMA Royalty Corporation and LAVA Therapeutics N.V. have amended their definitive share purchase agreement, adjusting the cash amount and contingent value rights for LAVA shareholders [1][2] Summary by Sections Amendment Details - LAVA shareholders will now receive an initial cash amount of $1.04 per share, down from the previously agreed range of $1.16 to $1.24 [2] - The non-transferable contingent value right (CVR) will allow shareholders to receive 75% of net proceeds from LAVA's partnered assets and any net proceeds from unpartnered programs, plus a potential additional $0.23 per CVR based on certain liabilities [2] - The minimum net-cash closing condition has been reduced to $24.5 million from $31.5 million [2] Offer Extension - The tender offer expiration has been extended to November 12, 2025, from the original date of October 17, 2025 [3] - The acquisition is expected to close in the fourth quarter of 2025, pending customary closing conditions [3] Shareholder Actions - Shareholders who have already tendered their shares do not need to take further action due to the extension [4] - Support agreements have been signed by LAVA shareholders to tender their shares before the new expiration date [4] Closing Conditions - The closing of the offer is contingent upon the tender of at least 80% of LAVA's outstanding shares, adoption of certain resolutions at the shareholder meeting, and maintaining a minimum net-cash balance [5] Extraordinary General Meeting - LAVA will reconvene its Extraordinary General Meeting of Shareholders on November 7, 2025, to approve matters related to the transaction [6]

Core Points - XOMA Royalty Corporation has extended its tender offer to purchase all outstanding shares of LAVA Therapeutics N.V. until October 17, 2025, with the acquisition expected to close in Q4 2025 [1][2] Group 1: Tender Offer Details - The tender offer includes a cash amount and a non-transferable contingent value right (CVR) per share, entitling shareholders to 75% of net proceeds from LAVA's partnered assets and any out-licensed or sold unpartnered programs [1] - LAVA shareholders who have already tendered their shares do not need to take further action due to the extension of the offer [3] - The closing of the offer is contingent upon the tender of at least 80% of LAVA's outstanding shares, adoption of certain resolutions by LAVA's shareholders, and other customary closing conditions [4] Group 2: Company Background - XOMA Royalty is a biotechnology royalty aggregator that acquires future economic rights associated with therapeutic candidates licensed to pharmaceutical companies, providing non-dilutive funding to sellers [5] - LAVA Therapeutics is a biopharmaceutical company focused on developing bispecific gamma delta T cell engagers using its proprietary Gammabody® platform, with partnerships with Johnson & Johnson and Pfizer [6][7]

Core Viewpoint - LAVA Therapeutics has decided to cancel the Extraordinary General Meeting (EGM) scheduled for September 30, 2025, to further discuss the terms of its acquisition by XOMA Royalty Corporation, including cash forecasts and shareholder considerations [2][3]. Group 1: Transaction Details - The acquisition by XOMA Royalty is anticipated to close in the fourth quarter of 2025 [1]. - The EGM will be reconvened by early November 2025, with details to be announced later [5]. - Votes already cast for the original EGM will not count, and shareholders must vote again at the reconvened meeting [5]. Group 2: Company Background - LAVA Therapeutics is a biopharmaceutical company focused on developing bispecific gamma delta T cell engagers using its proprietary Gammabody platform [6]. - The company has partnerships with major pharmaceutical firms, including Johnson & Johnson and Pfizer, for its clinical-stage products targeting various cancers [6].

Financial Performance - Total revenue for the six months ended June 30, 2025, was $0.0 million, a decrease of $6.99 million compared to $7.0 million for the same period in 2024[117][118]. - The net loss for the six months ended June 30, 2025, was $12.1 million, compared to a net loss of $8.9 million for the same period in 2024, an increase of $3.2 million[116]. - Other income (expense), net for the six months ended June 30, 2025, was $3.1 million, an increase of $0.4 million compared to $2.7 million in 2024, primarily due to a $5.2 million gain on extinguishment of borrowings[123]. - Interest income decreased by $0.6 million for the six months ended June 30, 2025, compared to the same period in 2024[123]. - Foreign currency exchange loss for the six months ended June 30, 2025, was $3.3 million, a decrease of $4.3 million compared to a gain of $1.0 million in 2024[123]. Research and Development - The company discontinued the Phase 1 trial of LAVA-1266 for acute myeloid leukemia and myelodysplastic syndrome on August 4, 2025[84]. - Research and development expenses primarily consist of costs incurred in clinical trial activities, with no specific allocation to product development programs[101]. - Research and development expenses for the six months ended June 30, 2025, were $8.9 million, down from $11.6 million in 2024, representing a decrease of $2.7 million[119]. - Research and development expenses decreased by $3.1 million for pre-clinical and clinical trial expenses, primarily due to the discontinuation of the LAVA-1207 clinical trial[119]. - The company plans to resume development of product candidates, including LAVA-1266, and seek regulatory approvals for successful candidates[133]. Expenses and Restructuring - A restructuring plan was adopted in February 2025, resulting in a workforce reduction of approximately 30%, incurring $0.5 million in expenses[89]. - The company incurred $1.7 million in additional restructuring expenses during the three months ended June 30, 2025[91]. - Personnel-related expenses in general and administrative costs increased by $0.3 million due to salary increases and severance payments related to restructuring activities[120]. - General and administrative expenses for the six months ended June 30, 2025, were $6.0 million, a decrease of $0.8 million from $6.8 million in 2024[120]. Cash and Funding - As of June 30, 2025, the company has cash, cash equivalents, and short-term investments totaling $56.2 million, sufficient to meet projected cash requirements for at least 12 months[129]. - Net cash used in operating activities for the six months ended June 30, 2025 was $25.4 million, an increase of $16.3 million compared to $9.1 million for the same period in 2024[135]. - The net decrease in cash and cash equivalents for the six months ended June 30, 2025 was $12.7 million, compared to a decrease of $8.0 million for the same period in 2024[135]. - The company may face challenges in raising additional funds due to potential worsening global economic conditions and market volatility[132]. - If the transactions with XOMA are not consummated, the company will require substantial additional funding to develop product candidates and support operations[132]. Collaborations and Agreements - A share purchase agreement was entered into with XOMA Royalty Corporation on August 3, 2025, for a price of $1.16 per share plus additional cash and contingent value rights[87]. - The collaboration agreement with Pfizer includes a $50 million upfront payment and potential milestone payments totaling approximately $650 million[93]. - The company recognized $1.0 million in milestone payments from Johnson & Johnson under their collaboration agreement following the achievement of research milestones[97]. - The company recognized an aggregate revenue of $17.5 million under the J&J Agreement, including a nonrefundable up-front payment of $8.0 million and clinical milestone payments of $9.5 million[126]. - The company received a nonrefundable up-front payment of $50.0 million from the Pfizer Agreement in October 2022 and a clinical milestone payment of $7.0 million expected in March 2024[126].

Core Viewpoint - LAVA Therapeutics N.V. has entered into a definitive agreement to be acquired by XOMA Royalty Corporation, with the acquisition aimed at maximizing shareholder value while ensuring the continued success of LAVA's business [2][3][6]. Acquisition Details - The acquisition involves a cash tender offer for LAVA's common shares priced between $1.16 and $1.24 per share, which includes a contingent value right for potential future payments related to partnered and unpartnered programs [3][6]. - The tender offer is expected to commence by August 15, 2025, with the closing anticipated in the fourth quarter of 2025, subject to customary conditions [3][6]. Program Updates - LAVA has decided to discontinue the LAVA-1266 program for acute myeloid leukemia and myelodysplastic syndrome, initiating a wind-down of this clinical trial [4][6]. - The company continues to advance partnered programs with Johnson & Johnson and Pfizer, both in Phase 1 trials targeting specific cancer indications [5][7][8]. Financial Performance - For the second quarter of 2025, LAVA reported zero revenue from contracts with customers, compared to $7.0 million in the same period of 2024, which was primarily from a milestone payment from Pfizer [12]. - Research and development expenses decreased to $4.7 million in Q2 2025 from $5.9 million in Q2 2024, attributed to restructuring and reduced clinical activities [12]. - The net loss for Q2 2025 was $8.6 million, slightly higher than the $8.3 million loss in Q2 2024, resulting in a net loss per share of $0.32 compared to $0.31 [12][13]. Balance Sheet Overview - As of June 30, 2025, LAVA had total current assets of $60.5 million, down from $79.3 million at the end of 2024, with cash and cash equivalents at $26.4 million [15][16]. - Total liabilities were reported at $40.6 million, with shareholders' equity decreasing to $19.9 million from $27.7 million at the end of 2024 [15][16].