United States securities and exchange commission logo
March 10, 2021
Stephen Hurly
Chief Executive Officer
LAVA Therapeutics BV
Yalelaan 60
3584 CM Utrecht, the Netherlands
Re: LAVA Therapeutics
BV
Registration
Statement on Form F-1
Filed March 2, 2021
File No. 333-253795
Dear Mr. Hurly:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-1
Common stock to be outstanding after this offering, page 9
1. We note from your
revised disclosure in response to prior comment 8 that you will issue
to VUmc common shares
equal to 3.0 million divided by the initial public offering price
upon the closing of
this offering. Please clarify in the notations to this section if the
common stock to be
outstanding after this offering will include those shares.
Material Weaknesses, page 76
2. Please disclose when
you intend to commence hiring the additional accounting and
financial reporting
staff needed to remediate the material weaknesses. In this regard, it is
not clear whether this
remedial measure is expected to occur in 2021 or in a subsequent
period.
Stephen Hurly
LAVA Therapeutics BV
March 10, 2021
Page 2
VUmc Agreement, page 100
3. Please expand this disclosure to quantify the estimated offset to the
Exit payments which
presumably includes the 3.2 million Euros disclosed on page F-30. Also,
if the Exit
payments can be reasonably expected to have a material adverse impact on
your
2021 operating results then please highlight this issue in the forepart
of MD&A and in the
corresponding risk factor on page 13. Further, given that your total
assets are 16.7 million
Euros, it appears that an exit payment in "the high-teens of millions of
Euros" will
materially impact your financial statements so please describe the
accounting impact of
this transaction in a footnote to your Summary and Selected Financial
Data sections as
well as in MD&A.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Christie Wong at 202-551-3684 or Al Pavot at
202-551-3738 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Chris Edwards at 202-551-6761 or Tim Buchmiller at 202-551-3635 with
any other
questions.
Sincerely,
FirstName LastNameStephen Hurly
Division of
Corporation Finance
Comapany NameLAVA Therapeutics BV
Office of Life
Sciences
March 10, 2021 Page 2
cc: Joshua A. Kaufman, Esq.
FirstName LastName