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 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].

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].

Core Points - XOMA Royalty Corporation has entered into a definitive share purchase agreement to acquire LAVA Therapeutics N.V. for a cash consideration of between $1.16 and $1.24 per share, plus a contingent value right [1][2] - The acquisition aims to enhance shareholder value by adding economics related to LAVA's partnered programs, particularly those involving gamma delta bispecific antibodies [2] - LAVA's Board of Directors unanimously supports the transaction, believing it to be in the best interests of shareholders and the sustainable success of the business [3] Transaction Details - XOMA Royalty will commence a tender offer by August 15, 2025, to acquire all outstanding shares of LAVA common stock, with the closing contingent on certain conditions, including the tender of at least 80% of shares [4] - Following the tender offer, LAVA will undergo a corporate reorganization to ensure XOMA Royalty acquires 100% of LAVA's shares, with remaining shareholders receiving the same cash and contingent value right [4] - The closing of the transaction is expected in the fourth quarter of 2025 [4] Clinical Program Changes - In connection with the acquisition, LAVA plans to discontinue its Phase 1 clinical trial of LAVA-1266 for acute myeloid leukemia and myelodysplastic syndrome [5] Advisory Information - XOMA Royalty is advised by Gibson, Dunn & Crutcher LLP and Loyens & Loeff N.V., while LAVA is advised by Leerink Partners and Cooley LLP [6] Company Background - XOMA Royalty is a biotechnology royalty aggregator that acquires potential future economics associated with therapeutic candidates licensed to pharmaceutical companies [7] - LAVA Therapeutics is a biopharmaceutical company focused on developing bispecific gamma delta T cell engagers using its proprietary Gammabody platform [9]