Lisata to be acquired by Kuva Labs for $5.00 per share plus contingent $1.00 CVR

LISATA THERAPEUTICS, INC.

Kuva Labs will acquire all Lisata common shares for $5.00 cash plus one non-tradeable CVR potentially paying $1.00 upon FDA filing for certepetide.
CVR milestone: payable if NDA is filed/accepted for certepetide within 7 years of closing; Parent must use commercially reasonable efforts.
Unanimous board recommendation; tender offer with minimum tender condition of majority of outstanding shares (including rollover shares).
Termination fee of $2M payable by either party under certain circumstances; no financing condition to the offer.
In-the-money options, restricted stock, and RSUs cashed out at Closing Amount plus CVR; ESPP terminated at closing.

item 1.01 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

LISATA THERAPEUTICS, INC. entered into Agreement and Plan of Merger with Kuva Labs Inc. (effective 2026-03-06).

Action: entry
Agreement: merger
Counterparty: Kuva Labs Inc.
Effective: 2026-03-06

Exact text from the filing

On March 6, 2026, Lisata Therapeutics, Inc., a Delaware corporation (the “Company” or “Lisata”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Kuva Labs Inc., a Delaware corporation (“Parent”), and Kuva Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”).

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LISATA THERAPEUTICS, INC. filing history →

Source: SEC EDGAR

accession 0000320017-26-000020

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