Amendment: SEC Form SCHEDULE 13D/A filed by LAVA Therapeutics N.V.
$LVTX
Biotechnology: Pharmaceutical Preparations
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
|
LAVA Therapeutics N.V. (Name of Issuer) |
Common Shares, par value Euro 0.12 per share (Title of Class of Securities) |
N51517105 (CUSIP Number) |
Max Eisenberg One Sansome Street, Suite 1650, San Francisco, CA, 94104 415-801-8100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/16/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | N51517105 |
| 1 |
Name of reporting person
Versant Venture Capital VI, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,370,533.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
All shares are held by Versant VI (as defined in Item 2(a) of the Original Schedule 13D (as defined in Item 1 below)). LLC VI (as defined in Item 2(a) of the Original Schedule 13D) is the general partner of GP VI (as defined in Item 2(a) of the Original Schedule 13D), which is the general partner of Versant VI. Each of LLC VI and GP VI may be deemed to share voting, investment and dispositive power with respect to the shares held by Versant VI.
The percentage in Row 13 is based on 26,305,295 Common Shares (as defined in Item 1 of the Original Schedule 13D) outstanding as of August 8, 2025, as set forth in the Issuer's quarterly report on Form 10-Q for the quarter ended June 30, 2025, filed with the United States Securities and Exchange Commission (the "Commission") on August 13, 2025 (the "Form 10-Q").
SCHEDULE 13D
|
| CUSIP No. | N51517105 |
| 1 |
Name of reporting person
Versant Ventures VI GP, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,370,533.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
All shares are held by Versant VI. LLC VI is the general partner of GP VI, which is the general partner of Versant VI. Each of LLC VI and GP VI may be deemed to share voting, investment and dispositive power with respect to the shares held by Versant VI.
The percentage in Row 13 is based on 26,305,395 Common Shares outstanding as of August 8, 2025, as reported by the Issuer in the Form 10-Q.
SCHEDULE 13D
|
| CUSIP No. | N51517105 |
| 1 |
Name of reporting person
Versant Ventures VI GP-GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,370,533.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
All shares are held by Versant VI. LLC VI is the general partner of GP VI, which is the general partner of Versant VI. Each of LLC VI and GP VI may be deemed to share voting, investment and dispositive power with respect to the shares held by Versant VI.
The percentage in Row 13 is based on 26,305,395 Common Shares outstanding as of August 8, 2025, as reported by the Issuer in the Form 10-Q.
SCHEDULE 13D
|
| CUSIP No. | N51517105 |
| 1 |
Name of reporting person
Versant Vantage I, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
532,870.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
These shares are held by Vantage LP (as defined in Item 2(a) of the Original Schedule 13D). Vantage LLC (as defined in Item 2(a) of the Original Schedule 13D) is the general partner of Vantage GP (as defined in Item 2(a) of the Original Schedule 13D), which is the general partner of Vantage LP. Each of Vantage LLC and Vantage GP share voting and dispositive power over the shares held by Vantage LP and as a result may be deemed to have beneficial ownership over such securities.
The percentage in Row 13 is based on 26,305,395 Common Shares outstanding as of August 8, 2025, as reported by the Issuer in the Form 10-Q.
SCHEDULE 13D
|
| CUSIP No. | N51517105 |
| 1 |
Name of reporting person
Versant Vantage I GP, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
532,870.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
These shares are held by Vantage LP. Vantage LLC is the general partner of Vantage GP, which is the general partner of Vantage LP. Each of Vantage LLC and Vantage GP share voting and dispositive power over the shares held by Vantage LP and as a result may be deemed to have beneficial ownership over such securities.
The percentage in Row 13 is based on 26,305,395 Common Shares outstanding as of August 8, 2025, as reported by the Issuer in the Form 10-Q.
SCHEDULE 13D
|
| CUSIP No. | N51517105 |
| 1 |
Name of reporting person
Versant Vantage I GP-GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
532,870.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
These shares are held by Vantage LP. Vantage LLC is the general partner of Vantage GP, which is the general partner of Vantage LP. Each of Vantage LLC and Vantage GP share voting and dispositive power over the shares held by Vantage LP and as a result may be deemed to have beneficial ownership over such securities.
The percentage in Row 13 is based on 26,305,395 shares of Common Shares outstanding as of August 8, 2025, as reported by the Issuer in the Form 10-Q.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares, par value Euro 0.12 per share | |
| (b) | Name of Issuer:
LAVA Therapeutics N.V. | |
| (c) | Address of Issuer's Principal Executive Offices:
Yalelaan 62, Utrecht,
NETHERLANDS
, 3584 CM. | |
Item 1 Comment:
This Amendment No. 1 (this "Amendment") amends and supplements the Schedule 13D originally filed by the Reporting Persons with the Commission on April 8, 2021 (the "Original Schedule 13D"). Only those items that are hereby reported are amended; all other items reported in the Original Schedule 13D remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Amendment have the meanings ascribed to them in the Original Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Solely on behalf of, and only to the extent that it relates to, the Reporting Persons, Item 4 of the Original Schedule 13D is hereby amended and supplemented by the addition of the following:
The Reporting Persons have previously reserved the right and continue to reserve the right, based on all relevant factors and subject to applicable law or other restrictions, at any time and from time to time, to acquire additional Common Shares or other securities of the Issuer, dispose of some or all of the Common Shares or other securities of the Issuer that it may own from time to time, in each case in open market or private transactions, block sales or otherwise or pursuant to ordinary stock exchange transactions effected through one or more broker-dealers whether individually or utilizing specific pricing or other instructions (including by means of Rule 10b5-1 programs), and review or reconsider their position, change their purpose, take other actions or formulate and implement plans or proposals with respect to any of the foregoing.
The Reporting Persons intend to review their investment in the Issuer from time to time on the basis of various factors, including the Issuer's business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer's stock in particular, as well as other developments. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See Items 7-11 and 13 of the cover pages of this Amendment for each Reporting Person and the corresponding comments. | |
| (b) | See Items 7-11 and 13 of the cover pages of this Amendment for each Reporting Person and the corresponding comments. | |
| (c) | On September 16, 2025, Versant VI sold 307,707 Common Shares at a weighted average price per share of $1.5332 for aggregate proceeds of approximately $471,773.30.
On September 16, 2025, Vantage LP sold 192,293 Common Shares at a weighted average price per share of $1.5332 for aggregate proceeds of approximately $294,821.70.
On September 17, 2025, Versant VI sold 362,806 Common Shares at a weighted average price per share of $1.4892 for aggregate proceeds of approximately $540,281.58.
On September 17, 2025, Vantage LP sold 226,726 Common Shares at a weighted average price per share of $1.4892 for aggregate proceeds of approximately $337,634.66.
On September 18, 2025, Versant VI sold 366,111 Common Shares at a weighted average price per share of $1.4418 for aggregate proceeds of approximately $527,858.84.
On September 18, 2025, Vantage LP sold 228,791 Common Shares at a weighted average price per share of $1.4418 for aggregate proceeds of approximately $329,870.86.
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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