LISATA THERAPEUTICS, INC. — fact timeline

LISATA THERAPEUTICS, INC. amended Amendment and Waiver to Agreement and Plan of Merger with Kuva Labs Inc. valued at Amendment extends tender offer commencement date to June 10, 2026, extends Outside Date to July 17, (effective 2026-06-08).

“On June 8, 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 and waiver (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 (as it may be amended from time to time, the "Merger Agreement").”

LISATA THERAPEUTICS, INC. amended Amendment with Kuva Labs Inc. and Kuva Acquisition Corp. (effective 2026-05-29).

“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”).”

LISATA THERAPEUTICS, INC. amended Amendment and Waiver with Kuva Labs Inc. and Kuva Acquisition Corp. valued at up to $1.1 million (effective 2026-05-03).

“On May 3, 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 and waiver (the “Amendment and Waiver”) to the previously announced Agreement and Plan of Merger, dated as of March 6, 2026, by and among Parent, Purchaser and the Company (the “Merger Agreement”).”

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

“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”).”

LISATA THERAPEUTICS, INC. amended Term Sheet Amendment with Kuva Labs Inc. (effective 2026-02-27).

“On February 27, 2026, Lisata and Kuva entered into an amendment to the Term Sheet (the “Term Sheet Amendment”), whereby the parties agreed to extend the expiration date of the Term Sheet to March 7, 2026.”

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).

“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 ”).”

LISATA THERAPEUTICS, INC. updated its the three months ended March 31, 2024 guidance (reaffirmed).

“Lisata Therapeutics, Inc. (Nasdaq: LSTA) (“Lisata” or the “Company”), a clinical-stage pharmaceutical company developing innovative therapies for the treatment of advanced solid tumors and other serious diseases, provided a business update and reported financial results for the three months ended March 31, 2024.”

James Nisco was appointed as Senior Vice President, Finance and Treasury and Chief Accounting Officer at LISATA THERAPEUTICS, INC..

“On April 15, 2024 (the “Effective Date”), the Board of Directors (the “Board”) of Lisata Therapeutics, Inc. (the “Company”) appointed James Nisco as the Company’s Senior Vice President, Finance and Treasury and Chief Accounting Officer, effective immediately.”

LISATA THERAPEUTICS, INC. updated its twelve months ended December 31, 2023 guidance (reaffirmed).

“Lisata Therapeutics, Inc. (Nasdaq: LSTA) (“Lisata” or the “Company”), a clinical-stage pharmaceutical company developing innovative therapies for the treatment of advanced solid tumors and other serious diseases, provides a business update and reports financial results for the twelve months ended December 31, 2023.”

LISATA THERAPEUTICS, INC. reported financial results for third quarter ended September 30, 2023.

“Lisata Therapeutics, Inc. (Nasdaq: LSTA) (“Lisata” or the “Company”), a clinical-stage pharmaceutical company developing innovative therapies for the treatment of advanced solid tumors and other serious diseases, today announced its financial results for the third quarter ended September 30, 2023.”

LISATA THERAPEUTICS, INC. reported financial results for second quarter ended June 30, 2023.

“Lisata Therapeutics, Inc. (Nasdaq: LSTA) (“Lisata” or the “Company”), a clinical-stage pharmaceutical company developing innovative therapies for the treatment of advanced solid tumors and other serious diseases, today announced its financial results for the second quarter ended June 30, 2023.”

Erkki Ruoslahti retired as Director at LISATA THERAPEUTICS, INC..

“Lisata Therapeutics, Inc. (the “Company”) today announced that Erkki Ruoslahti, M.D., Ph.D., has decided to retire from its Board of Directors effective today, July 11, 2023.”

LISATA THERAPEUTICS, INC. shareholders approved The stockholders approved, on a non-binding advisory basis, the executive compensation of the Company's named executive officers as disclosed in the Proxy Statement. at the 2023-06-14 meeting.

“Proposal 5. The stockholders approved, on a non-binding advisory basis, the executive compensation of the Company's named executive officers as disclosed in the Proxy Statement. The final voting results with respect to this Proposal were as follows: 3,710,921 votes for; 401,195 votes against; 29,802 votes abstaining and 1,681,571 broker non-votes.”

LISATA THERAPEUTICS, INC. shareholders approved The stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. at the 2023-06-14 meeting.

“Proposal 4. The stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The final voting results with respect to this Proposal were as follows: 5,680,246 votes for; 120,655 votes against; 22,588 votes abstaining and 0 broker non-votes.”

LISATA THERAPEUTICS, INC. shareholders approved The stockholders approved an amendment to 2017 Employee Stock Purchase Plan that increases the number of shares available under the plan to 68,333. at the 2023-06-14 meeting.

“Proposal 3. The stockholders approved an amendment to 2017 Employee Stock Purchase Plan that increases the number of shares available under the plan to 68,333. The final voting results with respect to this Proposal were as follows: 3,757,925 votes for; 380,753 votes against; 3,240 votes abstaining and 1,681,571 broker non-votes.”

LISATA THERAPEUTICS, INC. shareholders approved The stockholders approved an amendment to the Lisata Therapeutics, Inc. 2018 Equity Incentive Compensation Plan (the "Plan") to increase the number of shares of common stock that may be issued under the Plan by 400,000. at the 2023-06-14 meeting.

“Proposal 2. The stockholders approved an amendment to the Lisata Therapeutics, Inc. 2018 Equity Incentive Compensation Plan (the "Plan") to increase the number of shares of common stock that may be issued under the Plan by 400,000. The final voting results with respect to this Proposal were as follows: 3,527,880 votes for; 611,722 votes against; 2,316 votes abstaining and 1,681,571 broker non-votes.”

LISATA THERAPEUTICS, INC. shareholders approved The stockholders re-elected Cynthia L. Flowers, M.B.A. and Erkki Ruoslahti, M.D., Ph.D. as Class I directors to serve until the annual meeting to be held in 2026. at the 2023-06-14 meeting.

“Proposal 1 . The stockholders re-elected Cynthia L. Flowers, M.B.A. and Erkki Ruoslahti, M.D., Ph.D. as Class I directors to serve until the annual meeting to be held in 2026. The final voting results with respect to Cynthia L. Flowers, M.B.A. were as follows: 3,764,936 votes for; 347,436 votes against; 29,546 votes abstaining and 1,681,571 broker non-votes. The final voting results with respect to Erkki Ruoslahti, M.D., Ph.D., were as follows: 3,773,219 votes for; 358,127 votes against; 10,572 votes abstaining and 1,681,571 broker non-votes.”

LISATA THERAPEUTICS, INC. reported financial results for the three months ended March 31, 2023.

“Lisata Therapeutics Reports First Quarter 2023 Financial Results and Provides Business Update”

David Slack resigned as Director at LISATA THERAPEUTICS, INC..

“Mr. Slack has effectively resigned from the Company’s Board of Directors as of May 1, 2023 pursuant to the terms of his Employment Agreement.”

David Slack was terminated as President and Chief Business Officer at LISATA THERAPEUTICS, INC..

“On May 1, 2023, Lisata Therapeutics, Inc. (the “Company”), after a careful review of capital utilization and prioritization, eliminated the position of President and Chief Business Officer, and terminated the employment of Mr. David Slack, effective immediately.”

LISATA THERAPEUTICS, INC. reported financial results for three and twelve months ended December 31, 2022.

“Lisata Therapeutics Reports Fourth Quarter and Full Year 2022 Financial Results and Provides Business Update Conference call scheduled for today at 4:30 p.m. Eastern time BASKING RIDGE, NJ (March 30, 2023) – Lisata Therapeutics, Inc. (Nasdaq: LSTA) (“Lisata” or the “Company”), a clinical-stage pharmaceutical company developing innovative therapies for the treatment of advanced solid tumors and other serious diseases, provides a business update and reports financial results for the three and twelve months ended December 31, 2022.”

LISATA THERAPEUTICS, INC. reported financial results for three and nine months ended September 30, 2022.

“Lisata Therapeutics, Inc. (Nasdaq: LSTA) (“Lisata” or the “Company”), a clinical-stage pharmaceutical company developing innovative therapies for the treatment of advanced solid tumors and other serious diseases, today announced its financial results for the three and nine months ended September 30, 2022 and provided a business update.”

David Slack was appointed as President and Chief Business Officer at LISATA THERAPEUTICS, INC..

“appointed David Slack as a member of the Company’s board of directors and as the Company’s President and Chief Business Officer.”

Anne C. Whitaker resigned as Director at LISATA THERAPEUTICS, INC..

“Michael H. Davidson, M.D., Steven S. Myers, Peter G. Traber, M.D. and Anne C. Whitaker (the “Departing Directors”) resigned from the Company’s board of directors”

Peter G. Traber resigned as Director at LISATA THERAPEUTICS, INC..

“Michael H. Davidson, M.D., Steven S. Myers, Peter G. Traber, M.D. and Anne C. Whitaker (the “Departing Directors”) resigned from the Company’s board of directors”

Steven S. Myers resigned as Director at LISATA THERAPEUTICS, INC..

“Michael H. Davidson, M.D., Steven S. Myers, Peter G. Traber, M.D. and Anne C. Whitaker (the “Departing Directors”) resigned from the Company’s board of directors”

Michael H. Davidson resigned as Director at LISATA THERAPEUTICS, INC..

“Michael H. Davidson, M.D., Steven S. Myers, Peter G. Traber, M.D. and Anne C. Whitaker (the “Departing Directors”) resigned from the Company’s board of directors”

Todd C. Girolamo resigned as Chief Legal Officer at LISATA THERAPEUTICS, INC..

“On February 24, 2022, Todd C. Girolamo, Esq., Chief Legal Officer, Senior Vice President of Corporate Development and Corporate Secretary of Caladrius Biosciences, Inc. (the “Company”), notified the Company of his intent to resign from all positions held with the Company in order to pursue other career opportunities.”