Sec Form 13D Filing - Novo Holdings A/S filing for LAVA Therapeutics NVLAVA Therapeutics NV - 2021-03-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.     )*

LAVA Therapeutics N.V.

(Name of Issuer)

Common Shares, nominal value €0.12 per share

(Title of Class of Securities)

N51517 105

(CUSIP Number)

Peter Haahr

Novo Holdings A/S

Tuborg Havnevej 19

Hellerup, Denmark DK-2900

+45 3527 6592

Copy to:

B. Shayne Kennedy, Esq.

Latham & Watkins LLP

650 Town Center Drive, 20^th Floor

Costa Mesa, CA 92626

Telephone: (714) 540-1235

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 24, 2021

(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 which is subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

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 (the “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).

CUSIP No.: N51517 105

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This Schedule 13D relates to the common shares, nominal value €0.12 per share (the “Common Shares”), of LAVA Therapeutics N.V., a Netherlands limited liability company (the “Issuer”). The Issuer’s principal executive office is located at Yalelaan 60, 3584 CM Utrecht, the Netherlands.

Prior to the Issuer’s IPO, Novo Holdings A/S acquired the following securities of the Issuer:

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On March 29, 2021, the closing date of the IPO:

The acquisitions of Issuer securities made by Novo Holdings A/S, as described in this Schedule 13D, were for investment purposes. Novo Holdings A/S intends to review its investments in the Issuer on a continuing basis and any actions Novo Holdings A/S might undertake will be dependent upon its review of numerous factors from time to time, including, but not limited to: an ongoing evaluation of the Issuer’s business, financial condition, operations and prospects; price levels of the Issuer’s securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments. Novo Holdings A/S may, at any time and from time to time, acquire additional securities of the Issuer, or retain or sell all or a portion of the securities of the Issuer then held, in the open market or in privately negotiated transactions. Nanna Lüneborg, Ph.D. is employed as a partner at Novo Ventures (US), Inc., which provides certain consultancy services to Novo Holdings A/S. Dr. Lüneborg was designated to the board of directors of the Issuer by Novo Holdings A/S in September 2020. Dr. Lüneborg is not deemed to be a beneficial owner of the securities held by Novo Holdings A/S. Dr. Lüneborg may engage in communications with the Issuer’s other directors and members of management, and stockholders and third parties regarding the corporate governance, business, operations, strategy or future plans (including proposed corporate transactions of a significant nature) of the Issuer, including any plans or proposals regarding the same. Other than as described herein, Novo Holdings A/S currently does not have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)–(j) of Schedule 13D, although, depending on the factors discussed herein, Novo Holdings A/S may review or reconsider or change its purpose or formulate different plans, strategies, or proposals with respect thereto at any time.

(a)     Novo Holdings A/S beneficially owns 3,327,312 shares of Common Shares (the “Novo Shares”) representing approximately 13.1% of the Issuer’s outstanding shares of Common Shares, based upon 25,352,257 shares of the Issuer’s Common Shares outstanding after the Issuer’s IPO, assuming no exercise of the underwriters’ over-allotment option in connection with the IPO, as reported in the Issuer’s prospectus pursuant to rule 424(b)(4) filed with the SEC on March 26, 2021.

(b)     Novo Holdings A/S is a Danish limited liability company wholly owned by the Novo Nordisk Foundation. Novo Holdings A/S, through its Board of Directors (the “Novo Board”), has the sole power to vote and dispose of the Novo Shares. The Novo Board may exercise voting and dispositive control over the Novo Shares with approval by a majority of the Novo Board. As such, no individual member of the Novo Board is deemed to hold any beneficial ownership or reportable pecuniary interest in the Novo Shares. Except as described above regarding the Novo Board, neither the Foundation nor any person listed on Schedule I has the power to direct the vote as to, or the disposition of, the Novo Shares.

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(c)     Except as described herein, Novo Holdings A/S has not effected any transactions in the Issuer’s Common Shares within the past 60 days and neither the Foundation nor any person listed on Schedule I has effected any transactions in the Issuer’s Common Shares within the past 60 days.

(d)     Novo Holdings A/S does not know of any other person having the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Novo Shares.

(e)     Not applicable.

Pursuant to the terms of an Amended and Restated Shareholders Agreement with the Issuer dated September 15, 2020, certain holders of the Issuer’s Common Shares, including Novo Holdings A/S, are entitled to rights with respect to the registration of their shares of Common Shares (the “registerable securities”) under the Securities Act of 1933, as amended. Beginning 180 days after the completion of the IPO, the holders of 30% or more of the then-outstanding registrable securities have demand rights to request the registration of their registrable securities. The Issuer shall not be required to file more than two (2) such demand registration statements. In addition, any holder of then-outstanding registrable securities can request that the Issuer register all or part of their shares on Form F-3 or Form S-3 if the Issuer is eligible to file a registration statement on Form F-3 or S-3 and if the aggregate price to the public of the shares offered is at least £3 million. The Issuer shall not be required to file more than two (2) registration statements on Form F-3 or Form S-3 in a 12-month period. If the Issuer registers any of its securities for public sale, holders of then-outstanding registrable securities or their permitted transferees will have the right to include their registrable securities in such registration statement, subject to certain exclusions. All of these registration rights will expire, with respect to any particular holder, on the earliest to occur of (a) five years following the completion of the Issuer’s IPO or (b) at such time that all of the holder’s registrable securities can be sold without limitation in compliance with Rule 144 or a similar exemption.

In addition, the Issuer, its directors and officers, and the holders of substantially all of its outstanding securities, including Novo Holdings A/S, entered into lock-up agreements, pursuant to which they agreed with the underwriters that, for a period of 180 days following the date of the prospectus in connection with the IPO, subject to certain exceptions, they will not, offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise dispose of, directly or indirectly, or enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Shares or such other securities.

The descriptions of the Amended and Restated Shareholders Agreement and the Lock-Up Agreement in this Item 6 of the Schedule 13D are summaries only and are qualified in their entireties by the actual terms of each such agreement, which are incorporated herein by reference. See Item 7 “Material to be Filed as Exhibits.”

Amended and Restated Shareholders Agreement, dated as of September 15, 2020 (incorporated by reference to Exhibit 4.1 to the Issuer’s Registration Statement on Form F-1/A filed with the SEC on March  18, 2021).

Exhibit 99.1 Form of Lock-Up Agreement, dated as of February  24, 2021 between Novo Holdings A/S and the Underwriters.

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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.

Schedule I

Information regarding each director and executive officer of both Novo Holdings A/S and the Novo Nordisk Foundation is set forth below.