As filed with the U.S. Securities and Exchange Commission on March 28, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LAVA Therapeutics N.V.
(Exact name of Registrant as specified in its
charter)
| The Netherlands |
|
84-2745484 |
|
(State or other jurisdiction of
Incorporation or organization) |
|
(I.R.S. Employer
Identification No.) |
| |
|
|
|
Yalelaan 62
Utrecht, the Netherlands |
|
3584 CM |
| (Address of principal executive offices) |
|
(Zip code) |
Long-Term Incentive Plan
2021 Employee Stock Purchase Plan
(Full titles of the plans)
Stephen Hurly
President and Chief Executive Officer
LAVA Therapeutics N.V.
Yalelaan 62
3584 CM Utrecht, the Netherlands
+31 85 016 3100
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Divakar Gupta
Katie Kazem
Cooley LLP
55 Hudson Yards
New York, New York 10001-2157
(212) 479-6000
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and
“emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
|
¨ |
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Accelerated filer |
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¨ |
| Non-accelerated filer |
|
x |
|
Smaller reporting company |
|
x |
| |
|
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|
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 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
Pursuant to General Instruction
E of Form S-8, this Registration Statement on Form S-8 (the “Registration Statement”) is being filed for the
purpose of registering an additional 5,232,950 common shares, €0.12 nominal value per share (the “Common Shares”),
of LAVA Therapeutics N.V. (the “Registrant”), consisting of:
| · | 4,186,360 Common Shares issuable pursuant to the Registrant’s Long-Term Incentive Plan (the “2021
LTIP”), pursuant to the provisions of the 2021 LTIP providing for an automatic increase in the number of shares reserved
and available for issuance under the 2021 LTIP on each of January 1, 2022, January 1, 2023, January 1, 2024, and January 1, 2025; and |
| · | 1,046,590 Common Shares issuable pursuant to the Registrant’s 2021 Employee Stock Purchase Plan
(the “2021 ESPP”), pursuant to the provisions of the 2021 ESPP providing for an automatic increase in the number
of shares reserved and available for issuance under the 2021 ESPP on each of January 1, 2022, January 1, 2023, January 1, 2024, and January
1, 2025. |
In accordance with the instructional
note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of the Form S-8 has been omitted from
this Registration Statement.
PART II
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS
BY REFERENCE
The following documents filed
by the Registrant with the Commission are incorporated by reference into this Registration Statement:
(a) The
contents of the Registrant’s Registration Statement on Form S-8, filed with the Commission on May 28, 2021 (File No. 333-256655);
(b) The
Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Commission on March 28, 2025 (File No. 001-40241);
(c) The
Registrant’s Current Reports on Form 8-K, filed with the Commission on February 25, 2025 and February 28, 2025 (File No. 001-40241);
and
(d) The
description of the Registrant’s Common Shares which is contained in Exhibit 4.1 to the Registrant’s Annual Report on Form
10-K for the fiscal year ended December 31, 2024, filed with the Commission on March 28, 2025 (File No. 001-40241), including any amendment
or report filed for the purpose of updating such description.
All other reports and documents
subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished
under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date
of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that
all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also
is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
ITEM 8. EXHIBITS
* Filed herewith
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Utrecht, the Netherlands, on March 28, 2025.
| |
LAVA THERAPEUTICS, N.V. |
| |
|
| |
By: |
/s/
Stephen Hurly |
| |
|
Name: Stephen Hurly |
| |
|
Title: Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS,
that each person whose signature appears below constitutes and appoints Stephen Hurly, Fred Powell and Amy Garabedian, and each of them,
as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in
their name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective
amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his,
her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
| Name |
|
Title |
|
Date |
| |
|
|
|
|
| /s/ Stephen Hurly |
|
President,
Chief Executive Officer and Director
(Principal
Executive Officer) |
|
March 28, 2025 |
| Stephen Hurly |
|
|
|
|
| /s/ Fred Powell |
|
Chief Financial
Officer
(Principal
Financial Officer and Principal Accounting Officer) |
|
March 28, 2025 |
| Fred Powell |
|
|
|
|
| |
|
|
|
|
| /s/ Kapil Dhingra |
|
Chair of the Board |
|
March 28, 2025 |
| Kapil Dhingra |
|
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|
| |
|
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|
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| /s/ Jay Backstrom |
|
Director |
|
March 28, 2025 |
| Jay Backstrom |
|
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|
|
| /s/ Peter Kiener |
|
Director |
|
March 28, 2025 |
| Peter Kiener |
|
|
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| |
|
|
|
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| /s/ James Noble |
|
Director |
|
March 28, 2025 |
| James Noble |
|
|
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| |
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|
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| /s/ Christy Oliger |
|
Director |
|
March 28, 2025 |
| Christy Oliger |
|
|
|
|
| |
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|
|
| /s/ Mary Wadlinger |
|
Director |
|
March 28, 2025 |
| Mary Wadlinger |
|
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| |
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| /s/ Karen Wilson |
|
Director |
|
March 28, 2025 |
| Karen Wilson |
|
|
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Exhibit 5.1
| ATTORNEYS • CIVIL LAW NOTARIES • TAX ADVISERS |
 |
| |
|
P.O. Box 7113
1007 JC Amsterdam
Beethovenstraat 400
1082 PR Amsterdam
T +31 20 71 71 000
F +31 20 71 71 111 |
|
Amsterdam, March 28, 2025. |
To the Company:
We have acted as legal counsel as to Dutch law
to the Company in connection with the Plans and the filing of the Registration Statement with the SEC. This opinion letter is rendered
to you in order to be filed with the SEC as an exhibit to the Registration Statement.
Capitalised terms used in this opinion letter
have the meanings set forth in Exhibit A to this opinion letter. The section headings used in this opinion letter are for convenience
of reference only and are not to affect its construction or to be taken into consideration in its interpretation.
This opinion letter is strictly limited to the
matters stated in it and may not be read as extending by implication to any matters not specifically referred to in it. Nothing in this
opinion letter should be taken as expressing an opinion in respect of any representations or warranties, or other information, contained
in any document reviewed by us in connection with this opinion letter.
In rendering the opinions expressed in this opinion
letter, we have reviewed and relied upon a draft of the Registration Statement and pdf copies of the Corporate Documents and the Plans
and we have assumed that Awards under the Plans shall be made for bona fide commercial reasons. We have not investigated or verified any
factual matter disclosed to us in the course of our review.
This opinion letter sets out our opinion on certain
matters of the laws with general applicability of the Netherlands, and, insofar as they are directly applicable in the Netherlands, of
the European Union, as at today's date and as presently interpreted under published authoritative case law of the Dutch courts, the General
Court and the Court of Justice of the European Union. We do not express any opinion on Dutch or European competition law, data protection
law, tax law, securitisation law or regulatory law. No undertaking is assumed on our part to revise, update or amend this opinion letter
in connection with, or to notify or inform you of, any developments and/or changes of Dutch law subsequent to today's date. We do not
purport to opine on the consequences of amendments to the Plans, the Registration Statement or the Corporate Documents subsequent to the
date of this opinion letter.
All legal relationships are subject to NautaDutilh
N.V.'s general terms and conditions (see https://www.nautadutilh.com/terms), which apply mutatis mutandis to our relationship with third
parties relying on statements of NautaDutilh N.V., include a limitation of liability clause, have been filed with the Rotterdam District
Court and will be provided free of charge upon request. NautaDutilh N.V.; corporate seat Rotterdam; trade register no. 24338323.
The opinions expressed in this opinion letter
are to be construed and interpreted in accordance with Dutch law. The competent courts at Amsterdam, the Netherlands, have exclusive jurisdiction
to settle any issues of interpretation or liability arising out of or in connection with this opinion letter. Any legal relationship arising
out of or in connection with this opinion letter (whether contractual or non-contractual), including the above submission to jurisdiction,
is governed by Dutch law and shall be subject to the general terms and conditions of NautaDutilh. Any liability arising out of or in connection
with this opinion letter shall be limited to the amount which is paid out under NautaDutilh's insurance policy in the matter concerned.
No person other than NautaDutilh may be held liable in connection with this opinion letter.
In this opinion letter, legal concepts are expressed
in English terms. The Dutch legal concepts concerned may not be identical in meaning to the concepts described by the English terms as
they exist under the law of other jurisdictions. In the event of a conflict or inconsistency, the relevant expression shall be deemed
to refer only to the Dutch legal concepts described by the English terms.
For the purposes of this opinion letter, we have
assumed that:
| a. | each copy of a document conforms to the original, each original is authentic, and each signature is the
genuine signature of the individual purported to have placed that signature; |
| b. | if any signature under any document is an electronic signature (as opposed to a handwritten ("wet
ink") signature) only, it is either a qualified electronic signature within the meaning of the eIDAS Regulation, or the method used
for signing is otherwise sufficiently reliable; |
| c. | the Registration Statement has been or will be filed with the SEC in the form reviewed by us; |
| d. | at each Relevant Moment, (i) Ordinary Shares shall have been admitted for trading on a trading system
outside the European Economic Area comparable to a regulated market or a multilateral trading facility as referred to in Section 2:86c(1) DCC
and (ii) no financial instruments issued by the Company (or depository receipts for or otherwise representing such financial instruments)
have been admitted to trading on a regulated market, multilateral trading facility or organised trading facility operating in the European
Economic Area (and no request for admission of any such financial instruments to trading on any such trading venue has been made; |
| e. | the Deed of Incorporation is a valid notarial deed; |
| f. | the Current Articles are the Articles of Association currently in force and as they will be in force at
each Relevant Moment; |
| g. | at each Relevant Moment, the authorised share capital (maatschappelijk kapitaal) of the Company
shall allow for the grant of Awards and the issuance of Plan Shares pursuant to the exercise or settlement thereof; |
| h. | at each Relevant Moment, the Company will not have (i) been dissolved (ontbonden), (ii) ceased
to exist pursuant to a merger (fusie) or a division (splitsing), (iii) been converted (omgezet) into another
legal form, either national or foreign, (iv) had its assets placed under administration (onder bewind gesteld), (v) been
declared bankrupt (failliet verklaard), (vi) been granted a suspension of payments (surseance van betaling verleend),
(vii) started or become subject to statutory proceedings for the restructuring of its debts (akkoordprocedure) or (viii) been
made subject to similar proceedings in any jurisdiction or otherwise been limited in its power to dispose of its assets; |
| i. | no Awards shall be offered to the public (aanbieden aan het publiek) in the Netherlands other than
in conformity with the Prospectus Regulation and the rules promulgated thereunder; |
| j. | at each Relevant Moment, the relevant Award(s) (i) shall have been validly granted as a right
to subscribe for Ordinary Shares (recht tot het nemen van aandelen) by the corporate body authorised to do so, (ii) shall
be in full force and effect upon being exercised or settled, as applicable, (iii) shall have been validly exercised or settled, as
applicable, in accordance with the terms and conditions applicable to such Award(s) and (iv) any pre-emption rights in respect
of such Award(s) shall have been validly excluded by the corporate body authorised to do so; and |
| k. | at each Relevant Moment, each holder of the relevant Award(s) shall be an individual who has not
(i) deceased, (ii) had such individual's assets placed under administration (onder bewind gesteld), (iii) been declared
bankrupt (failliet verklaard), (iv) been granted a suspension of payments (surseance van betaling verleend), (v) been
subjected to a debt reorganisation procedure (schuldsanering), (vi) started or become subject to statutory proceedings for
the restructuring of such individual's debts (akkoordprocedure) or (vii) been made subject to similar proceedings in any jurisdiction
or otherwise been limited in the power to dispose of such individual's assets. |
Based upon and subject to the foregoing and subject
to the qualifications set forth in this opinion letter and to any matters, documents or events not disclosed to us, we express the following
opinions:
Corporate Status
| 1. | The Company has been duly incorporated as a besloten vennootschap met beperkte aansprakelijkheid
and is validly existing as a naamloze vennootschap. |
Plan Shares
| 2. | Subject to receipt by the Company of payment in full for, or other satisfaction of the issue price of,
the Plan Shares in accordance with the respective Plans, and when issued and accepted in accordance with the respective Plans, the Plan
Shares shall be validly issued, fully paid and non-assessable. |
The opinions expressed above are subject to the
following qualifications:
| A. | Opinion 1 must not be read to imply that the Company cannot be dissolved (ontbonden). A company
such as the Company may be dissolved, inter alia by the competent court at the request of the company's board of directors, any interested
party (belanghebbende) or the public prosecution office in certain circumstances, such as when there are certain defects in the
incorporation of the company. Any such dissolution will not have retro-active effect. |
| B. | Pursuant to Section 2:7 DCC, any transaction entered into by a legal entity may be nullified by the
legal entity itself or its liquidator in bankruptcy proceedings (curator) if the objects of that entity were transgressed by the
transaction and the other party to the transaction knew or should have known this without independent investigation (wist of zonder
eigen onderzoek moest weten). The Dutch Supreme Court (Hoge Raad der Nederlanden) has ruled that in determining whether the
objects of a legal entity are transgressed, not only the description of the objects in that legal entity's articles of association (statuten)
is decisive, but all (relevant) circumstances must be taken into account, in particular whether the interests of the legal entity were
served by the transaction. Based on the objects clause contained in the Current Articles, we have no reason to believe that, by making
Awards under any of the Plans, the Company would transgress the description of the objects contained in its Articles of Association. However,
we cannot assess whether there are other relevant circumstances that must be taken into account, in particular whether the interests of
the Company are served by making Awards under any of the Plans since this is a matter of fact. |
| C. | Pursuant to Section 2:98c DCC, a company such as the Company may grant loans (leningen verstrekken)
only in accordance with the restrictions set out in Section 2:98c DCC, and may not provide security (zekerheid stellen), give
a price guarantee (koersgarantie geven) or otherwise bind itself, whether jointly and severally or otherwise with or for third
parties (zich op andere wijze sterk maken of zich hoofdelijk of anderszins naast of voor anderen verbinden) with a view to (met
het oog op) the subscription or acquisition by third parties of shares in its share capital or depository receipts. This prohibition
also applies to its subsidiaries (dochtervennootschappen). It is generally assumed that a transaction entered into in violation
of Section 2:98c DCC is null and void (nietig). Based on the content of the Plans, we have no reason to believe that the Company
or its subsidiaries will violate Section 2:98c DCC in connection with the issue of Plan Shares. However, we cannot confirm this definitively,
since the determination of whether a company (or a subsidiary) has provided security, has given a price guarantee or has otherwise bound
itself, with a view to the subscription or acquisition by third parties of shares in its share capital or depository receipts, as described
above, is a matter of fact. |
| D. | The opinions expressed in this opinion letter may be limited or affected by: |
| a. | rules relating to Insolvency Proceedings or similar proceedings under a foreign law and other rules affecting
creditors' rights generally; |
| b. | the provisions of fraudulent preference and fraudulent conveyance (Actio Pauliana) and similar
rights available in other jurisdictions to insolvency practitioners and insolvency office holders in bankruptcy proceedings or creditors; |
| c. | claims based on tort (onrechtmatige daad); |
| d. | sanctions and measures, including but not limited to those concerning export control, pursuant to European
Union regulations, under the Dutch Sanctions Act 1977 (Sanctiewet 1977) or other legislation; |
| e. | the Anti-Boycott Regulation, Anti Money Laundering Laws and related legislation; |
| f. | any intervention, recovery or resolution measure by any regulatory or other authority or governmental
body in relation to financial enterprises or their affiliated entities; and |
| g. | the rules of force majeure (niet toerekenbare tekortkoming), reasonableness and fairness (redelijkheid
en billijkheid), suspension (opschorting), dissolution (ontbinding), unforeseen circumstances (onvoorziene omstandigheden)
and vitiated consent (i.e., duress (bedreiging), fraud (bedrog), abuse of circumstances (misbruik van omstandigheden)
and error (dwaling)) or a difference of intention (wil) and declaration (verklaring). |
| E. | The term "non-assessable" has no equivalent in the Dutch language and for purposes of this opinion
letter such term should be interpreted to mean that a holder of an Ordinary Share shall not by reason of merely being such a holder be
subject to assessment or calls by the Company or its creditors for further payment on such Ordinary Share. |
| F. | This opinion letter does not purport to express any opinion or view on the operational rules and
procedures of any clearing or settlement system or agency. |
We consent to the filing of this opinion letter
as an exhibit to the Registration Statement. In giving this consent we do not admit or imply that we are a person whose consent is required
under Section 7 of the United States Securities Act of 1933, as amended, or any rules and regulations promulgated thereunder.
| Sincerely yours, |
|
| |
|
| /s/ NautaDutilh N.V. |
|
| |
|
| NautaDutilh N.V. |
|
EXHIBIT A
LIST
OF DEFINITIONS
|
"Anti Money Laundering Laws"
|
The European Anti-Money Laundering Directives, as implemented in the Netherlands in the Money Laundering and Terrorist Financing Prevention Act (Wet ter voorkoming van witwassen en financieren van terrorisme) and the Dutch Criminal Code (Wetboek van Strafrecht). |
| |
|
| "Anti-Boycott Regulation" |
The Council Regulation (EC) No 2271/96 of 22 November 1996 on protecting against the effects of the extra-territorial application of legislation adopted by a third country, and actions based thereon or resulting therefrom. |
| |
|
| "Articles of Association" |
The Company's articles of association (statuten) as they read from time to time. |
| |
|
| "Awards" |
Rights to subscribe for Ordinary Shares granted pursuant to the terms and conditions of the respective Plans. |
| |
|
| "Bankruptcy Code" |
The Dutch Bankruptcy Code (Faillissementswet). |
| |
|
| "Commercial Register" |
The Dutch Commercial Register (handelsregister). |
| |
|
| "Company" |
LAVA Therapeutics N.V., a public company with limited liability (naamloze vennootschap), registered with the Commercial Register under number 65335740. |
| |
|
| "Corporate Documents" |
The Deed of Incorporation, the Deed of Conversion and the Current Articles. |
| |
|
| "Current Articles" |
The Articles of Association as contained in a deed of amendment dated June 19, 2024. |
| |
|
| "DCC" |
The Dutch Civil Code (Burgerlijk Wetboek). |
| |
|
| "Deed of Conversion" |
The deed of conversion and amendment to the Articles of Association dated March 25, 2021. |
| "Deed of Incorporation" |
The Company's deed of incorporation (akte van oprichting) dated February 15, 2016. |
| |
|
|
"eIDAS Regulation"
|
Regulation (EU) No 910/2014 of the European Parliament and of the Council of 23 July 2014 on electronic identification and trust services for electronic transactions in the internal market and repealing Directive 1999/93/EC. |
| |
|
| "ESP Plan" |
The 2021 Employee Stock Purchase Plan of
the Company in the form attached as exhibit 99.2 to the Registration Statement. |
| |
|
| "Insolvency Proceedings" |
Any insolvency proceedings within the meaning of Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (recast), as amended by Regulation (EU) 2021/2260 of the European Parliament and of the Counsel of 15 December 2021, listed in Annex A thereto and any statutory proceedings for the restructuring of debts (akkoordprocedure) pursuant to the Bankruptcy Code. |
| |
|
| "LTIP Plan" |
The Long Term Incentive Plan of the Company
and form of award agreement, in the forms attached as exhibit 99.1 to the Registration Statement. |
| |
|
| "NautaDutilh" |
NautaDutilh N.V. |
| |
|
| "Ordinary Shares" |
Ordinary shares in the Company's capital, with a nominal value of EUR 0.12 each. |
| |
|
| "Plan Shares" |
The Ordinary Shares available for issuance under the respective Plans being registered pursuant to the Registration Statement. |
| |
|
| "Plans" |
The LTIP Plan and the ESP Plan. |
| |
|
| "Prospectus Regulation" |
Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC. |
| "Registration Statement" |
The Company's registration statement on Form S-8 filed or to be filed with the SEC in the form reviewed by us. |
| |
|
| "Relevant Moment" |
Each time when one or more Awards are granted or one or more Plan Shares are issued pursuant to the exercise or settlement of the relevant Award(s). |
| |
|
| "SEC" |
The United States Securities and Exchange Commission. |
| |
|
| "the Netherlands" |
The European territory of the Kingdom of the Netherlands and "Dutch" is in or from the Netherlands. |
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of Lava Therapeutics N.V. of our report dated March 28, 2025 relating to the
financial statements, which appears in Lava Therapeutics N.V.'s Annual Report on Form 10-K for the year ended December 31,
2024.
/s/ PricewaterhouseCoopers Accountants N.V.
Eindhoven, The Netherlands
March 28, 2025
Exhibit 107
Calculation of Filing Fee Tables
Form S-8
LAVA
THerapeutics, N.V.
(Exact Name of Registrant
as Specified in its Charter)
| Security Type |
Security
Class Title |
Fee
Calculation
Rule |
Amount
Registered(1) |
Proposed
Maximum
Offering Price
Per Share |
Maximum
Aggregate
Offering Price |
Fee Rate |
Amount of
Registration
Fee |
| Equity |
Common Shares, nominal value €0.12 per share, reserved for issuance under the Long-Term Incentive Plan |
457(a) |
4,186,360(2) |
$1.28(3) |
$5,358,540.80 |
0.00015310
|
$820.40 |
| Equity |
Common Shares, nominal value €0.12 per share, reserved for issuance under the 2021 Employee Stock Purchase Plan |
457(a) |
1,046,590(4) |
$1.09(5) |
$1,140,783.10 |
0.00015310 |
$174.66 |
| Total Offering Amounts |
|
$6,499,323.90 |
|
$995.06 |
| Total Fee Offsets |
|
|
|
— |
| Net Fee Due |
|
|
|
$995.06 |
(1)
Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this
Registration Statement shall also cover any additional shares of the Registrant’s common shares, nominal value €0.12 per share
(the “Common Shares”), that become issuable under the Registrant’s Long-Term Incentive Plan (the “2021
LTIP”) and the Registrant’s 2021 Employee Stock Purchase Plan (the “2021 ESPP”) by reason
of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number
of outstanding Common Shares, as applicable.
(2) Represents an automatic annual increase, for
each of 2022, 2023, 2024, and 2025, collectively, equal to 4% of the total number of Common Shares outstanding on December 31st of the
immediately preceding calendar year to the aggregate number of Common Shares reserved for issuance under, and which annual increase is
provided by, the 2021 LTIP.
(3) Estimated solely for the purpose of calculating
the proposed maximum aggregate offering price and the registration fee in accordance with Rules 457(c) and (h) under the Securities Act,
based on the average of the high and low prices of the Registrant’s Common Shares as reported in the consolidated reporting system
of The Nasdaq Global Select Market on March 25, 2025, which was $1.28.
(4) Represents an automatic increase, for each of
2022, 2023, 2024 and 2025, collectively, equal to 1% of the total number of Common Shares outstanding on December 31 of the preceding
calendar year to the aggregate number of Common Shares reserved for issuance under, and which annual increase is provided by, the 2021
ESPP.
(5) Estimated solely for the purpose of calculating
the proposed maximum aggregate offering price and the registration fee in accordance with Rules 457(c) and (h) under the Securities Act,
based on the average of the high and low prices of the Registrant’s Common Shares as reported in the consolidated reporting system
of The Nasdaq Global Select Market on March 25, 2025, which was $1.28, multiplied by 85%, which
is the percentage of the price per share applicable to purchases under the 2021 ESPP.
LAVA Therapeutics NV (NASDAQ:LVTX)
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From May 2025 to Jun 2025
LAVA Therapeutics NV (NASDAQ:LVTX)
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From Jun 2024 to Jun 2025
