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Lisata Therapeutics, Inc. filings document material events, operating updates, and capital-structure matters for a clinical-stage pharmaceutical company focused on certepetide and related solid-tumor therapy development. Recent Form 8-K disclosures include financial results, Regulation FD materials, corporate presentations, material agreements, shareholder-voting matters, governance topics, and clinical or regulatory disclosures.
The filing record also documents changes to certepetide commercialization rights, including the termination of a Greater China license and collaboration agreement related to research, development, and commercialization of the product candidate. These disclosures frame Lisata’s formal reporting around program development, partnership economics, public-company governance, and transaction-related capital structure matters.
On July 24, 2026, Lisata Therapeutics, Inc. terminated its Agreement and Plan of Merger with Kuva Labs Inc. and Kuva Acquisition Corp. after the buyers failed to accept and pay for common shares tendered into their offer following its expiration on July 20, 2026.
The original tender offer contemplated $4.00 in cash per common share plus one contingent value right with up to an additional $3.00 in cash, followed by a merger on the same terms. Kuva Labs informed Lisata it could not obtain sufficient financing and will instruct the depositary to return all tendered shares. Under the merger agreement, Kuva Labs must pay Lisata a $2,000,000 termination fee, and Lisata may seek further damages, though recovery is uncertain. Lisata’s board plans a broad review of strategic alternatives, including a reverse merger, other business combinations, asset sales or dissolution, with no timetable or assurance that any transaction will occur.
Lisata Therapeutics, Inc. reports that the cash-and-CVR tender offer by Kuva Acquisition Corp. to purchase all outstanding common shares has expired. The offer contemplated $4.00 in cash per share plus one contingent value right (CVR) representing up to an additional $3.00 in cash, subject to future milestones.
As of the expiration at one minute after 11:59 p.m. New York City time on July 20, 2026, approximately 6,095,868 shares, or 66.8% of the 9,119,742 shares outstanding, were validly tendered and not withdrawn, satisfying the Minimum Tender Condition under Section 251(h)(6) of the DGCL. Lisata states that all offer conditions are satisfied and that the purchaser is obligated to accept and promptly pay for these Tendered Shares. However, Kuva Labs’ parent has informed Lisata it has been unable to obtain sufficient financing as of the offer’s expiration, and the purchaser has not yet accepted the shares for payment. Lisata is evaluating its rights and remedies, while the board’s recommendation in favor of the offer formally remains unchanged.
Lisata Therapeutics, Inc. entered into an amendment with Kuva Labs Inc. and Kuva Acquisition Corp. to their existing Agreement and Plan of Merger originally dated March 6, 2026. The amendment extends the contractual Outside Date from July 17, 2026 to July 21, 2026.
The transaction is being pursued through a tender offer, for which Kuva Labs and Kuva Acquisition Corp. have filed a tender offer statement on Schedule TO, and Lisata has filed a Solicitation / Recommendation Statement on Schedule 14D-9. Investors and security holders are urged to read these documents carefully before deciding whether to tender their shares.
Lisata Therapeutics, Inc. reports updated information on the tender offer by Kuva Acquisition Corp., a subsidiary of Kuva Labs Inc., to purchase all outstanding common shares. The offer price consists of $4.00 in cash per share plus one contingent value right (CVR) per share, with each CVR representing contractual rights to up to $3.00 in contingent cash payments upon achievement of specified milestones, in each case net to the seller in cash and less any applicable tax withholding.
The offer’s Expiration Time has been extended to 11:59 p.m. New York City time on July 20, 2026. As of 5:30 p.m. New York City time on July 15, 2026, approximately 5,897,848 shares, or 64.67% of the 9,119,742 shares outstanding, had been validly tendered and not withdrawn. Parent and Purchaser expect the offer to be consummated promptly after expiration, subject to remaining conditions in the Merger Agreement, which has been amended to extend the Outside Date to July 21, 2026.
Lisata Therapeutics, Inc. is the target of a cash tender offer by Kuva Acquisition Corp., a wholly owned subsidiary of Kuva Labs Inc., to purchase all outstanding common shares at $4.00 per share in cash plus one contingent value right (CVR) per share, with each CVR representing potential additional cash payments of up to $3.00 upon achievement of specified milestones.
The parties amended their Merger Agreement on July 16, 2026 to extend the Outside Date from July 17 to July 21, 2026, and the tender offer Expiration Time was extended to 11:59 p.m., New York City time, on July 20, 2026. As of 5:30 p.m. on July 15, 2026, approximately 5,897,848 shares, or 64.67% of the 9,119,742 shares outstanding, had been validly tendered and not withdrawn, and Kuva Labs and Kuva Acquisition expect to consummate the offer promptly after expiration, subject to remaining conditions.
Lisata Therapeutics, Inc. reports an update on the pending cash tender offer by Kuva Acquisition Corp., a wholly owned subsidiary of Kuva Labs Inc., to acquire all outstanding Lisata common shares. The offer price consists of $4.00 in cash per share, plus one contingent value right (CVR) per share, representing potential additional cash payments of up to $3.00 per CVR if specified milestones in the CVR Agreement are achieved.
The offer expiration has been extended to 11:59 p.m., New York City time, on July 16, 2026, from a prior expiration of July 10, 2026. As of 12:45 p.m. on July 10, 2026, Equiniti Trust Company, LLC advised that 5,105,552 shares had been validly tendered and not withdrawn, representing 55.98% of the 9,119,742 shares outstanding as of June 9, 2026. Kuva Labs and its acquisition subsidiary state that they expect to complete the offer promptly after this extended expiration, subject to remaining conditions in the Merger Agreement.
Kuva Acquisition Corp., a subsidiary of Kuva Labs Inc., has amended its tender offer for all common shares of Lisata Therapeutics, Inc.. The offer price remains $4.00 in cash per share plus one contingent value right (CVR) per share, with each CVR providing for potential additional cash payments of up to $3.00 upon achievement of specified milestones, all subject to tax withholding.
The offer expiration has been extended to 11:59 p.m. New York City time on July 16, 2026. As of 12:45 p.m. on July 10, 2026, approximately 5,105,552 shares, or 55.98% of the 9,119,742 shares outstanding as of June 9, 2026, had been validly tendered and not withdrawn. Parent is pursuing non‑committed financing through up to $25.0 million of senior secured convertible notes and a $3.5 million simple agreement for future equity to help fund the transaction, and certain shareholders have agreed to roll over an aggregate of 866,038 shares into equity of the parent.
Lisata Therapeutics supplements its Schedule 14D-9 with additional disclosures about board deliberations, alternative proposals, fairness analyses and received demand letters relating to the proposed tender offer by Kuva Acquisition Corp. The Offer Price is stated as $4.00 per Common Share plus one CVR and less applicable withholding.
Lisata Therapeutics, Inc. recommends that holders accept a tender offer from Kuva Acquisition Corp. to acquire all outstanding common shares for $4.00 per share in cash plus one non-tradeable CVR that may pay $1.25 and $1.75 upon achievement of two clinical/regulatory milestones. The Offer will be followed by a short-form merger under Section 251(h) of the DGCL if closing conditions are met, including valid tenders representing a majority of shares outstanding as of June 8, 2026, and customary closing conditions and termination mechanics.
Kuva Acquisition Corp., a subsidiary of Kuva Labs Inc., launched a cash tender offer to acquire all outstanding common shares of Lisata Therapeutics, Inc. The Offer Price is $4.00 per share in cash plus one contingent value right (CVR) per share, with each CVR representing up to $3.00 of contingent cash payments tied to milestone achievement. The Company had 9,101,943 Common Shares outstanding as of June 8, 2026. The offer is made pursuant to the Merger Agreement and related amendments and is described in the Offer to Purchase dated June 10, 2026.