Lisata amends merger: cash per share cut from $5 to $4, CVR increased to up to $3

LISATA THERAPEUTICS, INC.

Cash consideration reduced from $5.00 to $4.00 per share; CVR now offers up to $3.00 total ($1.25 + $1.75 milestone payments).
Tender offer to commence June 1, 2026; outside date extended from July 1 to July 6, 2026.
First CVR milestone ($1.25) tied to completion/90% enrollment of Phase 2a GBM study; second ($1.75) to NDA filing.
Original CVR was a single $1.00 contingent payment; new structure adds potential $2.00 upside but lowers upfront cash.

item 1.01 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. amended Amendment with Kuva Labs Inc. and Kuva Acquisition Corp. (effective 2026-05-29).

Action: amendment
Agreement: merger
Counterparty: Kuva Labs Inc. and Kuva Acquisition Corp.
Effective: 2026-05-29

Exact text from the filing

On May 29, 2026, Lisata Therapeutics, Inc. (the “Company” or “Lisata”) and Kuva Labs Inc., a Delaware corporation (“Parent”), together with Kuva Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), entered into an amendment (the “Amendment”) to the previously announced Agreement and Plan of Merger, dated as of March 6, 2026, by and among Parent, Purchaser and the Company (the “Original Merger Agreement” and, as it may be amended from time to time, the “Merger Agreement”).

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LISATA THERAPEUTICS, INC. filing history →

Source: SEC EDGAR

accession 0001140361-26-023336

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