Lisata to be acquired by Kuva Labs for $4.00 cash/share + up to $2 CVRs; ~85% premium

LISATA THERAPEUTICS, INC.

All-cash tender offer at $4.00/share plus two non-tradeable CVRs worth up to $2/share tied to certepetide milestones.
Cash portion represents ~85% premium over last close; total potential consideration ~180% premium.
Kuva has committed financing and will not condition offer on funding; break fee of $2 million for certain failures.
Definitive purchase agreement targeted by Feb 27, 2026; boards of both companies unanimously approved term sheet.
Rollover shares may be contributed to Kuva in exchange for equity, and standstill restricts Kuva for 12 months.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

LISATA THERAPEUTICS, INC. entered into Binding Term Sheet with Kuva Labs Inc. valued at $4.00 per share in cash plus two contingent value rights (CVRs) totaling up to $2.00 per share (effective 2026-01-20).

Action: entry
Agreement: merger
Counterparty: Kuva Labs Inc.
Value: $4.00 per share in cash plus two contingent value rights (CVRs) totaling up to $2.00 per share
Effective: 2026-01-20

Exact text from the filing

On January 20, 2026, Lisata Therapeutics, Inc., a Delaware corporation (the “ Company ” or “ Lisata ”), entered into a binding term sheet (the “ Term Sheet ”) with Kuva Labs Inc., a Delaware corporation (“ Kuva ”), pursuant to which Kuva and Lisata agreed to negotiate in good faith and enter into a customary purchase agreement to consummate a negotiated acquisition of Lisata by Kuva (the “ Purchase Agreement ”) whereby Kuva will commence a tender offer to purchase, on a fully-diluted basis, all of the outstanding shares of common stock of Lisata (the “ Shares ”) at a price of $4.00 per Share in cash (the “ Offer ”).

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LISATA THERAPEUTICS, INC. filing history →

Source: SEC EDGAR

accession 0000320017-26-000006

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