UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

LAVA Therapeutics N.V.

(Name of Issuer)

Common Shares, par value $0.14 per share

(Title of Class of Securities)

N51517 105

(CUSIP Number)

Barbara Fiorini Due

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, 20th Floor

Costa Mesa, CA 92626

Telephone: (714) 540-1235

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

September 27, 2022

(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 remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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

 

  1.    

  Name of Reporting Person:

 

  Novo Holdings A/S

  2.  

  Check the Appropriate Box if a Member of Group (See Instructions):

  (a)  ☐        (b)  ☐

 

  3.  

  SEC Use Only:

 

  4.  

  Source of Funds:

 

  WC

  5.  

  Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

 

  ☐

  6.  

  Citizenship or Place of Organization:

 

  Denmark

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With:

 

      7.     

  Sole Voting Power:

 

  3,327,312

     8.   

  Shared Voting Power:

 

  0

     9.   

  Sole Dispositive Power:

 

  3,327,312

   10.   

  Shared Dispositive Power:

 

  0

11.    

  Aggregate Amount Beneficially Owned by Each Reporting Person:

 

  3,327,312

12.  

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares:

 

  ☐

13.  

  Percent of Class Represented By Amount In Row (11):

 

  12.9% (1)

14.  

  Type of Reporting Person:

 

  CO

 

(1)

Based upon 25,775,538 shares of the Issuer’s Common Stock outstanding as of December 31, 2021, as reported in the Issuer’s Form 20-F filed with the Securities and Exchange Commission (the “SEC”) on March 24, 2022.

 

2

This amendment (“Amendment No. 2”) amends the Schedule 13D originally filed with the SEC on March 31, 2022 (the “Original Schedule”), as amended by Amendment No.1 filed on September 30, 2022 (“Amendment No. 1”) (the Original Schedule and Amendment No. 1 are collectively referred to as the “Schedule”). This amendment No. 2 amends and restates Amendment No. 1, which reflected an error in the number of outstanding shares of Common Stock of the Issuer and a resultant error in the percentage of shares of Common Stock reported as held by Novo Holdings. Novo Holdings currently holds 12.9% of the outstanding shares (not 8.6% as reported in Amendment No. 1), which compares to holding 13.1% of the outstanding shares at the time of the Original Schedule. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule.

 

Item 2.

Identity and Background

 

  (a)

Novo Holdings A/S, a Danish corporation, is an investment firm focused on life sciences and finance that is wholly owned by Novo Nordisk Foundation (the “Foundation”), a Danish commercial foundation. Novo Holdings A/S is the holding company in the group of Novo companies (currently comprised of Novo Nordisk A/S and Novozymes A/S) and is responsible for managing the Foundation’s assets, including its financial assets. Based on the governance structure of Novo Holdings A/S and the Foundation, the Foundation is not deemed to have any beneficial ownership of the securities of the Issuer held by Novo Holdings A/S. Nanna Lüneborg, Ph.D., who was employed as a partner at Novo Holdings A/S and designated to the board of directors of the Issuer by Novo Holdings A/S in September 2020, ceased service with Novo Holdings A/S in July 2021 and is no longer affiliated with Novo Holdings A/S.

The name of each director and executive officer of both Novo Holdings A/S and the Foundation is set forth on Schedule I to this Amendment No. 1.

 

  (b)

The business address of both Novo Holdings A/S and the Foundation is Tuborg Havnevej 19, 2900 Hellerup, Denmark.

The residence or business address of each director and executive officer of both Novo Holdings A/S and the Foundation is set forth on Schedule I to this Schedule 13D.

 

  (c)

Novo Holdings A/S, a holding company that is responsible for managing the Foundation’s assets, provides seed and venture capital to development stage companies and invests in well-established companies within the life science and biotechnology sector.

The Foundation is a Danish self-governing and profit-making foundation, whose objectives are to provide a stable basis for commercial and research activities undertaken by the group of Novo companies and to support scientific, humanitarian and social purposes through grants.

 

  (d)

Within the last five years, neither Novo Holdings A/S, the Foundation, nor any person named in Schedule I has been convicted in any criminal proceedings.

 

  (e)

Within the last five years, neither Novo Holdings A/S, the Foundation, nor any person named in Schedule I was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 4.

Purpose of Transaction

Novo Holdings A/S purchased the Issuer securities based on its belief that the Issuer securities, when purchased, constituted an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to Novo Holdings A/S, and the availability of Issuer securities at prices that would make the purchase or sale of such securities desirable, Novo Holdings A/S may endeavor to increase or decrease its position in the Issuer through, among other things, the purchase or sale of Issuer securities on the open market or in private transactions or otherwise, on such terms and at such times as Novo Holdings A/S may deem advisable.

 

3

Novo Holdings A/S does not have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. Depending on various factors including, without limitation, the Issuer’s financial position, results and strategic direction, actions taken by the Issuer’s management and Board of Directors (the “Board”), other investment opportunities available to Novo Holdings A/S, the price levels of the Issuer securities, conditions in the securities markets and general economic and industry conditions, Novo Holdings A/S may in the future take such actions with respect to its investment in the Issuer as it deems appropriate including, without limitation, engaging in communications and information exchanges with the Issuer’s management and Board, engaging in discussions with shareholders of the Issuer or other third parties about the Issuer and Novo Holdings A/S’s investment, making recommendations concerning changes to the Issuer’s operations, governance or capitalization, potential business combinations or dispositions involving the Issuer or certain of its businesses, or suggestions for improving the Issuer’s financial and/or operational performance, acquiring additional Issuer securities, disposing of some or all of such securities, or changing its intention with respect to any and all matters referred to in Item 4.

 

Item 5.

Interest in Securities of the Issuer

 

  (a)

Novo Holdings A/S beneficially owns 3,327,312 shares of Common Stock (the “Novo Shares”) representing approximately 12.9% of the Issuer’s outstanding shares of Common Stock, based upon 25,775,538 shares of the Issuer’s Common Stock outstanding as of December 31, 2021, as reported in the Issuer’s Form 20-F filed with the SEC on March 24, 2022.

 

  (b)

Novo Holdings A/S is a Danish corporation wholly owned by the Novo Nordisk Foundation. Novo Holdings A/S has the sole power to vote and dispose of the Novo Shares. 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.

 

  (c)

Novo Holdings A/S has not effected any transactions in the Issuer’s Common Stock 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 Stock 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.

 

4

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.

Dated: October 3, 2022

 

Novo Holdings A/S

/s/ Barbara Fiorini Due

By:   Barbara Fiorini Due
Its:   General Counsel, Finance & Operations

Schedule I

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

 

Novo Holdings A/S

Name, Title

   

Address

   

Principal Occupation

   

Citizenship

Lars Rebien Sørensen,

Chairman of the Board

   

Christianholms Tværvej 27, 2930 Klampenborg

Denmark

    Professional Board Director    Denmark

Steen Riisgaard,

Vice Chairman of the Board

   

Hestetangsvej 155,

3520 Farum,

Denmark

    Professional Board Director    Denmark

Jean-Luc Butel,

Director

   

235 Arcadia Road

unit # 10-3

289843 Singapore

    Global Healthcare Advisor, President, K8 Global Pte Ltd.    Singapore

Jeppe Christiansen,

Director

   

c/o Kasper Fonager Christiansen

Classensgade 59, 5. th.

2100 Kobenhavn Ø

Denmark

   

Chief Executive Officer,

Fondsmaeglerselskabet Maj Invest A/S

    Denmark

Francis Michael Cyprian Cuss,

Director

   

111 Rippling Brook Way,

Bernardsville,

NJ 07924

USA

    Former Executive Vice President and Chief Scientific Officer of Bristol-Myers Squibb    United Kingdom

Britt Meelby Jensen

Director

   

Bukkeballevej 10

2960 Rungsted Kyst

Denmark

    Professional Board Director    Denmark

Viviane Monges,

Director

    Chemin de Craivavers 32, 1012 Lausanne, Switzerland    Professional Board Director    France

Henrik Poulsen,

Director

   

Emiliekildevej 36

2930 Klampenborg

Denmark

    Professional Board Director and Senior Advisor, A.P. Møller Holding A/S,    Denmark

Kasim Kutay,

Chief Executive Officer of Novo Holdings A/S

   

Bredgade 65, 3.tv. 1260 Copenhagen K.

Denmark

    Chief Executive Officer of Novo Holdings A/S    United Kingdom

Nigel Kevin Govett

Chief Financial Officer of Novo Holdings A/S

   

Kløvervang 10,

2970 Hørsholm,

Denmark

    Chief Financial Officer of Novo Holdings A/S    United Kingdom

 

Novo Nordisk Foundation

Name, Title

   

Address

   

Principal Occupation

   

Citizenship

Lars Rebien Sørensen,

Chairman of the Board

   

Christianholms Tværvej 27

2930 Klampenborg

Denmark

    Professional Board Director    Denmark

Marianne Philip,

Vice Chairman of the Board

   

Annasvej 28

2900 Hellerup

Denmark

    Attorney    Denmark

 

6

Novo Nordisk Foundation

Name, Title

   

Address

   

Principal Occupation

   

Citizenship

Mads Krogsgaard Thomsen,

Chief Executive Officer

   

Præstevejen 38

3230 Græsted

Denmark

    Chief Executive Officer, Novo Nordisk Foundation    Denmark

Ole Jakob Müller,

Director

   

Borgmester Jensens A 11, 4. 003

2100 København Ø Denmark

    Environmental Consultant    Denmark

Lars Henrik Fugger,

Director

   

72 Staunton Road, Headington

Great Britain

    Professor, John Radcliffe Hospital, University of Oxford, Oxford, Great Britain    Denmark

Lars Henrik Munch,

Director

   

Galionsvej 46

1437 Copenhagen K

Denmark

    Professional Board Director    Denmark

Liselotte Højgaard,

Director

   

Grønningen 21

1270 Copenhagen K

Denmark

    Professor    Denmark

Mads Boritz Grøn,

Director

   

Horsevænget 4

3400 Hillerød

Denmark

    Senior Lead Auditor    Denmark

Steen Riisgaard,

Director

   

Hestetangsvej 155

3520 Farum

Denmark

    Professional Board Director    Denmark

Stig Strøbaek,

Director

   

Furesøgårdsvej 2

3520 Farum

Denmark

    Electrician    Denmark

 

7

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