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]