UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 712, 2025

LAVA Therapeutics N.V.

(Exact Name of Registrant as Specified in Charter)

The Netherlands	001-40241	82-2745484
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification Number)

Yalelaan 62 Utrecht, The Netherlands	3584
(Address of Principal Executive Offices)	(Zip Code)

~~Registrant’s telephone number, including area code: Tel:~~ +31 85 016 3100

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Ordinary Shares, €0.12 par value	LVTX	Nasdaq Global Select Market LLC
Common Shares, €0.12 nominal value	LVTX	Nasdaq Global Select Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

~~Item~~Introductory ~~5.07 Submission of Matters to a Vote of Security Holders.~~Note

As previously disclosed by LAVA Therapeutics N.V., a Dutch public limited liability company (naamloze vennootschap) (the “Company”), ~~held~~on anAugust 3, ~~extraordinary~~2025, ~~general~~the Company ~~meeting~~entered ofinto ~~shareholders~~a Purchase Agreement (the “~~EGM~~Purchase Agreement”) onwith ~~Friday, November~~XOMA 7,Royalty ~~2025~~Corporation, ata ~~2:00~~Nevada ~~p.m.~~corporation (“Buyer”), ~~Central~~as ~~European~~amended ~~Summer~~by ~~Time,~~that atcertain ~~the~~Amendment ~~offices~~to ofthe ~~NautaDutilh~~Purchase ~~N.V.,~~Agreement ~~Beethovenstraat~~dated ~~400~~October 17, ~~1082~~2025 ~~PR,~~(the ~~Amsterdam~~“Amendment”), ~~the~~to ~~Netherlands.~~purchase Asall of ~~October 10, 2025,~~ the ~~record~~issued ~~date~~and ~~for~~outstanding ~~the~~common ~~EGM~~shares, ~~there~~par ~~were~~value 26€0.12 per share,~~305,295~~  of the Company’s ~~ordinary~~(“Shares”) at ~~shares,~~a ~~par~~purchase ~~value €0~~price of $1.1204 per ~~share~~Share plus (~~the~~ii) one contingent value right (“~~Shares~~CVR”), ~~issued~~per ~~and~~Share, ~~outstanding.~~which Atshall represent the ~~EGM,~~right ato ~~total~~receive ofpotential 16payments,~~693~~ in cash,~~201~~ ~~Shares~~described ~~were~~in, ~~present~~and subject to and in ~~person~~accordance with the terms and conditions of, the orCVR byAgreement ~~proxy~~(as defined and further described below), ~~representing~~payable ~~63.45%~~subject ofto any applicable tax withholding and without interest (together with the ~~total~~Cash ~~number~~Amount, ofthe ~~Shares~~“Offer ~~outstanding~~Consideration”), all upon the terms and ~~entitled~~subject to ~~vote~~the atconditions ~~the~~as ~~EGM~~set forth in the Amended and aRestated Offer ~~quorum~~to ~~for~~Purchase, ~~all~~dated October 17, ~~matters~~2025 (as may be amended or supplemented from time to ~~before~~time, the ~~shareholders~~“Offer asto ~~required~~Purchase”) byand in the ~~Company’s~~related ~~Articles~~Letter of ~~Association.~~Transmittal ~~The~~(the ~~results~~“Letter of Transmittal,” together with the ~~matters~~Offer ~~voted~~to ~~upon~~Purchase and ~~adopted at~~other ~~the~~related ~~EGM~~materials, ~~are~~as ~~set~~each ~~forth~~may ~~below~~be amended or supplemented from time, the “Offer”).

The Offer, as extended, expired one minute after 11:59 p.m. Eastern Time on November 12, 2025 (1the “Expiration Time”), ~~Conditional~~at ~~appointment~~which oftime all conditions to the Offer ~~following~~were ~~person~~satisfied or waived. Broadridge Corporate Issuer Solutions, LLC, the depositary for the Offer (the “Depositary”), advised Buyer that, as ~~executive~~of ~~director~~the Expiration Time, 22,877,463 Shares, representing approximately 87% of the ~~Company:~~issued and outstanding Shares, were validly tendered pursuant to the Offer and not properly withdrawn. The number of Shares tendered satisfied the Minimum Condition for the Offer. On November 13, 2025, Buyer accepted for payment all such Shares validly tendered and not properly withdrawn pursuant to the Offer prior to the Expiration Time and promptly thereafter paid (by delivery of funds to the Depositary) (the “Closing”) for all such Shares.

Nominee		Votes For		Votes Against		Abstain		Broker Non-Votes
Owen Hughes		16,649,396		9,304		34,501		-

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 will be immediately accepted and promptly paid for by Buyer pursuant to the terms of the Offer. The Subsequent Offering Period will expire one minute after 11:59 p.m. Eastern Time on November 20, 2025.

~~(2)~~Item ~~Conditional~~3.01 ~~appointment~~Notice of ~~the~~Delisting ~~following~~or ~~persons~~Failure asto ~~non-executive~~Satisfy ~~directors~~a ofContinued ~~the~~Listing ~~Company:~~Rule or Standard; Transfer of Listing.

Nominee	Votes For	Votes Against	Abstain	Broker Non-Votes
Thomas Burns	16,649,383	9,317	34,501	-
Bradley Sitko	16,647,337	11,320	34,544	-
Maricel Montano	16,648,457	11,333	33,411	-

On November 13, 2025, the Company issued a press release announcing that it has submitted written notice to The Nasdaq Stock Market LLC (“Nasdaq”) of its intention to voluntarily delist its Shares from Nasdaq. A copy of the press release is attached as Exhibit 99.1 hereto.

~~(3)~~Item ~~Granting~~5.01 ofChanges ~~full~~in ~~and~~Control ~~final discharge to each member~~ of ~~the Company’s board of directors for their acts of management or supervision, as applicable, up to and including the date of the EGM to the fullest extent permitted under applicable law~~Registrant.

Votes For		Votes Against		Abstain		Broker Non-Votes
14,901,602		204,004		1,587,595		-

The information contained in the Introductory Note and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01. As a result of the Closing, there was a change in control of the Company, and the Company became a majority owned subsidiary of Buyer.

~~(4)~~Item ~~Conditional~~5.02 ~~resolution~~Departure toof ~~enter~~Directors ~~into~~or aCertain ~~Dutch~~Officers; ~~statutory~~Election ~~merger~~ of ~~the~~Directors; ~~Company~~Appointment (as disappearing company) with and into LAVA Therapeutics New Topco B.V. (“New Topco”) (as acquiring company), with New Topco issuing class A shares in its share capital to the Company’s shareholders (other than XOMA Royalty Corporation (“Buyer”)) and class B shares in its share capital to Buyer, in accordance with Sections 2:309 et seq. of ~~the~~Certain ~~Dutch~~Officers; ~~Civil~~Compensatory ~~Code~~Arrangements ~~as contemplated by and in accordance with the terms~~ of ~~the~~Certain ~~merger proposal, filed with the Dutch trade register, and accompanying explanatory notes (the “Downstream Merger”)~~Officers.

Votes For		Votes Against		Abstain		Broker Non-Votes
16,672,260		12,474		8,467		-

Pursuant to the Purchase Agreement and the voting results of the Company’s extraordinary general meeting of shareholders, effective as of the Closing, the following directors ceased to be directors on the Company’s Board of Directors (the “Board”): Stephen Hurly, Jay Backstrom, Peter Kiener, James Noble, Christy Oliger and Mary Wadlinger. Kapil Dhingra and Karen J. Wilson remain as directors of the Board and any committees of the Board for which they serve.

~~(5)~~On ~~Conditional~~November 13, ~~resolution~~2025, toeffective ~~approve,~~as toof the Closing, ~~extent~~Owen ~~required~~Hughes, ~~under~~Thomas ~~applicable~~Burns, ~~law~~Bradley Sitko and ~~the~~Maricel ~~Company’s~~Montano ~~organizational~~were ~~documents,~~appointed ~~also~~as ~~within~~directors ~~the meaning~~ of ~~Section 2:107a of~~ the ~~Dutch Civil Code~~Company, ~~the~~with ~~Downstream~~Messrs. Burns and ~~Merger~~Sitko and ~~the~~Ms. Montano ~~cancellation~~serving ofas ~~all~~non-executive ~~outstanding~~directors ~~class~~and AMr. Hughes ~~shares~~serving ofas ~~New~~executive ~~TopCo following the effective time of the Downstream Merger~~director.

Votes For		Votes Against		Abstain		Broker Non-Votes
16,672,234		12,474		8,493		-

Biographical information about Messrs. Hughes, Burns and Sitko and Ms. Montano is set forth under the caption “Board of Directors and Corporate Governance – Nominees for Director” in the Company’s revised definitive proxy statement on Schedule 14A filed with the SEC on October 17, 2025 and is incorporated herein by reference. Messrs. Hughes, Burns and Sitko and Ms. Montano are not the beneficial owners of any Shares.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description

99.1		Press Release dated November 13, 2025.

104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL Document

Important Additional Information and Where to Find It

~~This~~The ~~Form~~description contained in this Current Report on Form 8-K is for informational purposes only and is ~~neither~~not a recommendation, an offer to ~~purchase~~buy ~~nor~~or athe solicitation of an offer to sell any ~~ordinary shares~~ of the Company’s orcommon ~~any~~shares. ~~other~~The ~~securities,~~Subsequent ~~nor~~Offering isPeriod itwill aexpire ~~substitute for~~at ~~the~~11:59 ~~tender offer materials that Buyer has filed with the SEC upon commencement of the tender offer~~p.m., OnNew ~~August~~York ~~15,~~City ~~2025~~time, aon ~~tender offer~~November 19, ~~statement~~2025. onBuyer ~~Schedule~~has TOfiled ~~(the~~a “Tender Offer Statement~~”),~~ ~~including~~on anSchedule ~~offer~~TO ~~to purchase, a letter of transmittal~~ and ~~related documents, was filed with~~ the ~~SEC~~Company byhas ~~Buyer~~filed ~~and~~ a ~~solicitation~~Solicitation/~~recommendation~~Recommendation ~~statement~~Statement on Schedule 14D-9 ~~(the “Solicitation/Recommendation Statement”) was filed~~ with the SEC byrelated ~~the Company with respect~~ to the ~~tender offer. The offer to purchase all of the outstanding ordinary shares of the Company is only being made pursuant to the Tender~~ Offer ~~Statement (as amended from time to time)~~.

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE TENDER OFFER MATERIALS (INCLUDING THE OFFER TO PURCHASE, A LETTER OF TRANSMITTAL AND RELATED DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 REGARDING THE OFFER, AS THEY MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, ~~WHEN THEY BECOME AVAILABLE~~ BECAUSE THEY ~~WILL~~ CONTAIN ~~IMPORTANT~~ IMPORTANT INFORMATION THAT INVESTORS AND SECURITY HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES (INCLUDING THE TERMS AND CONDITIONS OF THE OFFER). Investors and security holders may obtain a free copy of these statements (when available) and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov ~~or by directing such requests to the information agent for the Offer, which is named in the tender offer statement~~. Investors and security holders may also obtain, at no charge, the documents filed or furnished to the SEC by the Company under the “SEC Filings” subsection of the “~~Financials & Filings”~~Financial Information” section of the Company’s website at https://ir.lavatherapeutics.com ~~or by accessing the Investor Relations sections of Buyer’s website at https:~~/~~/www~~.~~investors.xoma.com.~~

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.
	By:	/s/ Fred Powell
Date: November 13, 2025	By:	/s/ Fred Powell
	Name:	Fred Powell
	Title:	Chief Financial Officer
	Date: November 7, 2025

Fred Powell

Chief Financial Officer

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