[8-K] LISATA THERAPEUTICS, INC. Reports Material Event
LISATA THERAPEUTICS, INC.
Rhea-AI Filing Summary
LISATA THERAPEUTICS, INC. (symbol: LSTA) is the issuer of record for a Form 8-K filing submitted to the SEC.
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8-K Event Classification
7 items: 1.01, 2.01, 3.02, 5.02, 5.03, 7.01, 9.01
7 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.01
Completion of Acquisition or Disposition of Assets
Financial
The company completed a significant acquisition or sale of business assets.
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 17, 2026
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of principal executive offices, including zip code)
(908 ) 842-0100
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 – Entry into a Material Definitive Agreement.
Agreement and Plan of Merger
On September 17, 2026, Lisata Therapeutics, Inc., a Delaware corporation (the “Company” or “Lisata”), acquired Marea
Therapeutics, Inc., a Delaware corporation (“Marea”), in accordance with the terms of the Agreement and Plan of Merger, dated September 17, 2026 (the “Merger Agreement”), by and among the Company, Mariner
Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“First Merger Sub”), Mariner Merger Sub II, LLC, a Delaware limited
liability company and wholly owned subsidiary of the Company (“Second Merger Sub”), and Marea. Pursuant to the Merger Agreement, First Merger Sub merged with and into Marea, pursuant to which Marea was the
surviving corporation and became a wholly owned subsidiary of the Company (the “First Merger”). Immediately following the First Merger, Marea merged with and into Second Merger Sub, pursuant to which Second
Merger Sub was the surviving entity (together with the First Merger, the “Merger”). The Merger is intended to qualify as a tax-free reorganization for U.S. federal income
tax purposes.
Under the terms of the Merger Agreement, upon the closing of the Merger (the “Closing”),
the Company issued to the stockholders of Marea (i) 1,793,129.0 shares of the common stock of the Company, par value $0.001 per share (the “Common Stock”), and (ii) 211,365.213 shares of Series C Non-Voting Convertible Preferred Stock of the Company, par
value $0.01 per share (the “Series C Preferred Stock”), each share of which is convertible into 1,000 shares of Common Stock, subject to approval by the stockholders of the Company of the Conversion Proposal (as defined below). The powers,
preferences, rights, qualifications, limitations and restrictions applicable to the Series C Preferred Stock are set forth in the Certificate of Designation (as defined below).
Reference is made to the discussion of the Series C Preferred Stock in Item 5.03 of this Current Report on Form 8-K, which is incorporated into this Item
1.01 by reference.
Shares of Common Stock held by holders thereof immediately prior to the First Effective Time (as defined in the Merger Agreement) remain outstanding
and were unaffected by the Merger. Immediately following the consummation of the Merger but prior to giving effect to the Financing (as defined below), assuming the conversion of shares of Series C Preferred Stock issued pursuant to the Merger
Agreement into shares of Common Stock (without giving effect to any beneficial ownership limitations), pre-transaction equityholders of the Company held approximately 3.87% of the issued and outstanding shares of Common Stock and former
equityholders of Marea held approximately 96.13% of the issued and outstanding shares of Common Stock, in each case, calculated on a fully-diluted basis and based on the implied equity values of the Company and Marea. Following the consummation
of the Financing (as defined below), assuming the conversion of the PIPE Securities (as defined below) and shares of Series C Preferred Stock issued pursuant to the Merger Agreement into shares of Common Stock (in each case, without giving
effect to any beneficial ownership limitations), pre-transaction stockholders of the Company hold approximately 2.39% of the issued and outstanding shares of Common Stock, former equityholders of Marea hold approximately 59.54% of the issued
and outstanding shares of Common Stock and the Investors (as defined below) hold approximately 38.07% of the issued and outstanding shares of Common Stock, in each case, calculated on a fully-diluted basis and based on the implied equity values
of the Company and Marea.
Pursuant to the terms of the Merger Agreement, each option to purchase Marea common stock was assumed by the Company and converted into an option to
purchase Series C Preferred Stock (each, a “Parent Assumed Option”), which options are subject to exercise restrictions prior to obtaining the approval of the Parent Stockholder Matters (as defined below).
Pursuant to the Merger Agreement and the Purchase Agreement (as defined below), the Company has agreed to hold a stockholders’ meeting (the “Stockholders’ Meeting”) to submit the following matters to its
stockholders for their consideration: (i) the approval of the conversion of the Series C Preferred Stock into shares of Common Stock in accordance with certain of the rules of the Nasdaq Stock Market LLC (the “Conversion Proposal”), (ii) the approval of a “change of control” under Nasdaq Listing Rules 5110 and 5635(b) (the “Change in Control
Proposal”), (iii) to the extent deemed necessary or advisable by Company and/or Marea, the approval of an amendment to the certificate of incorporation of
the Company to authorize sufficient shares of Common Stock for the conversion of the Series C Preferred Stock issued
pursuant to the Merger Agreement and the Purchase Agreement (as described below) and/or to effectuate a reverse stock split of all outstanding shares of Common Stock at a reverse stock split ratio to be reasonably determined by the Company for the purpose of maintaining compliance with Nasdaq listing standards (the “Charter Amendment Proposal”), (iv) to the extent deemed necessary or advisable by the Company and/or Marea, the
approval of (A) an equity incentive plan and (B) an employee stock purchase plan, in each case as approved by the Board (as defined below), and (v) such additional matters as may be mutually agreed between the Company and Marea to facilitate
approval of the Conversion Proposal (the matters contemplated by clauses (i)–(v) collectively, the “Parent Stockholder Matters”). In connection with these matters, the Company intends to file with the Securities and Exchange Commission (the “SEC”) a proxy statement and other relevant materials. Holders of shares of Common Stock issued pursuant to the Merger Agreement and Parent Assumed Options (as defined in the Merger Agreement) will not be entitled to vote such shares in connection with the Conversion
Proposal in accordance with Rule 5635 of the listing rules of Nasdaq and as provided in the Merger Agreement.
The Board of Directors of the Company (the “Board”) unanimously approved the Merger Agreement and the related
transactions, and the consummation of the Merger did not require the approval of the Company stockholders.
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified
in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The Merger Agreement has been included to provide investors and security holders with information regarding its
terms. It is not intended to provide any other factual information about the Company or Marea. The Merger Agreement contains representations, warranties and covenants that the Company and Marea made to each other as of specific dates. The assertions embodied in those representations, warranties and covenants were made solely for purposes of the Merger Agreement between the Company and Marea and may be subject to important qualifications and limitations agreed to by the Company and Marea in connection with negotiating its terms, including
being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Merger Agreement. Moreover, the representations and warranties may be subject to a contractual standard of materiality that may be
different from what may be viewed as material to investors or securityholders, or may have been used for the purpose of allocating risk between the Company and Marea
rather than establishing matters as facts. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected
in the Company’s public disclosures. For the foregoing reasons, no person should rely on the representations and warranties as statements of factual information at the time they were made or otherwise.
Marea Stockholders Registration Rights Agreement
In connection with the execution of the Merger Agreement, the Company entered into a Registration Rights Agreement (the “Marea Stockholders
Registration Rights Agreement”) pursuant to which as promptly as practicable following the date of the Closing (and in any event not later than the later of (i) 45 days following the Financing Closing Date (as defined below) and (ii) the date
upon which the Company shall have filed a current report on Form 8-K/A containing the financial statements of Marea and pro forma financial information required to be filed with the SEC in connection with the Merger (which Form 8-K/A shall be
filed in any event no later than November 12, 2026) (such date in clause (ii), the “Form 8-K/A Filing Date”)), the Company has agreed to prepare and file with the SEC a Registration Statement on Form S-3 (or, if Form S-3 is not then available
to the Company, on such form of registration statement as is then available) to register the resale of (i) the shares of Common Stock issued pursuant to the Merger Agreement and (ii) the shares of Common Stock underlying the Series C Preferred
Stock issued pursuant to the Merger Agreement.
The foregoing summary of the Marea Stockholders Registration Rights Agreement does not
purport to be complete and is qualified in its entirety by reference to the form of Marea Stockholders Registration Rights Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Support Agreements
In connection with the execution of the Merger Agreement, the Company and Marea entered into stockholder
support agreements (the “Support Agreements”) with the Company’s officers and directors (together with affiliated entities), solely in their capacity as stockholders of the Company, and representing
approximately 4.3% of the pre-transaction shares of Common Stock outstanding. The Support Agreements provide that, among other things, each of the parties thereto has agreed to vote or cause to be voted all of the shares of Common Stock owned
by such stockholder in favor of the Parent Stockholder Matters at the Stockholders’ Meeting to be held in connection therewith, subject to and in accordance with the terms of the Support
Agreements.
The foregoing description of the Support Agreements does not purport to be complete and is qualified in its entirety by reference to the form of the
Support Agreement, which is provided as Exhibit E to the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.
Lock-up Agreements
Concurrently and in connection with the execution of the Merger Agreement, certain officers, directors and stockholders of Marea as of immediately prior
to the Merger, and the Company’s directors and officers (together with affiliated entities) as of immediately prior to the Merger entered into lock-up agreements (the
“Lock-up Agreements”) with the Company and Marea, pursuant to which each such stockholder will be subject to a 180-day lockup on the sale or transfer of shares of Common Stock, Series C Preferred Stock and
any securities convertible into Common Stock held by each such stockholder at the Closing, including those shares received by Marea stockholders in the Merger.
The foregoing description of the Lock-up Agreements does not purport to be complete and is qualified in its entirety by reference to the form of the
Lock-up Agreement, which is provided as Exhibit B to the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.
Private Placement and Securities Purchase Agreement
On September 17, 2026, the Company entered into a Securities
Purchase Agreement (the “Purchase Agreement”) with the purchasers named therein (the “Investors”).
Pursuant to the Purchase Agreement, the Company agreed to sell an aggregate of 150,867.995 shares of Series C Preferred Stock (the “PIPE Securities”) for an aggregate purchase price of approximately $225 million (the “Financing”). Each share of Series C
Preferred Stock is convertible into 1,000 shares of Common Stock, as described below. The powers, preferences, rights, qualifications, limitations and restrictions applicable to the Series C Preferred Stock are set forth in the Certificate of Designation (as defined below).
The closing of the Financing is expected to occur on September 18, 2026 (the “Financing Closing Date”), subject to
the satisfaction of customary conditions to closing.
The Financing is exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), as a transaction
by an issuer not involving a public offering. The Investors acquired the securities for investment only and not with a view to or for resale in connection with any public sale or distribution thereof, and appropriate legends have been affixed to
the securities issued in this transaction.
The foregoing summary of the Purchase Agreement does not purport to be complete and is
qualified in its entirety by reference to the Purchase Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and
incorporated herein by reference.
Registration Rights Agreement
In connection with the closing of the Financing, the Company will enter into a Registration Rights Agreement
(the “Registration Rights Agreement”) with the Investors. Pursuant to the Registration Rights Agreement, the Company is required to prepare and file a resale registration statement with the SEC by the
later of (i) 45 days following the Financing Closing Date and (ii) the Form 8-K/A Filing Date. The Company shall use its commercially reasonable efforts to cause this registration statement to be
declared effective by the SEC within five business days of the date the Company is notified by the SEC that the registration statement will not be reviewed (or within 60 calendar days if the SEC reviews
the registration statement).
The Company has also agreed to, among other things, indemnify the Investors, their officers, directors, members,
employees, partners, managers, stockholders, affiliates, investment advisors and agents under the registration statement from certain liabilities and pay all fees and expenses (excluding any legal fees of the selling holder(s), and any underwriting
discounts and selling commissions) incident to the Company’s obligations under the Registration Rights Agreement.
The foregoing summary of the Registration Rights Agreement does not purport to be complete
and is qualified in its entirety by reference to the form of Registration Rights Agreement, which is filed as Exhibit 10.3 to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.01 – Completion of Acquisition or Disposition of Assets.
On September 17, 2026, the Company completed its acquisition of Marea pursuant to the Merger Agreement. The
information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
Item 3.02 – Unregistered Sales of Equity Securities.
The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The PIPE Securities were
offered and sold in transactions exempt from registration under the Securities Act in reliance on Section 4(a)(2) thereof. Each of the Investors represented that it was an “accredited investor,” as defined
in Regulation D, and is acquiring the PIPE Securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The PIPE Securities have not been registered under the Securities Act
and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.
Pursuant to the Merger Agreement, the Company issued shares of Common Stock and Series C Preferred Stock. The
information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. Such issuances were exempt from registration pursuant to Section 4(a)(2) of the Securities Act and Regulation D promulgated
thereunder.
Neither this Current Report on Form 8-K nor any of the exhibits attached hereto is an offer to sell or the solicitation of an offer to buy shares of
Common Stock or any other securities of the Company.
Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Director
In accordance with the Merger Agreement, on September 17, 2026, effective immediately after the First Effective Time, Ted W. Love, M.D. was appointed to the Board as a director.
Ted W. Love, M.D. (Age 67). Prior to the Merger, Dr. Love served as the Chairman of the board of directors of Marea since May 2023. Since June 2025, Dr. Love has served as the Immediate Past Chairman of the board of directors of the
Biotechnology Innovation Organization, a trade association representing biotechnology companies, academic institutions, state biotechnology centers and related organizations across the United States and in more than 30 other countries. From June
2014 to October 2022, Dr. Love was the President and Chief Executive Officer of Global Blood Therapeutics, Inc. (formerly Nasdaq: GBT, a publicly traded biopharmaceutical company acquired by Pfizer, Inc.), where he led the company from a
pre-clinical startup through its growth to a global commercial company with a pipeline of innovative therapies focused on sickle cell disease. Previously, he was Executive Vice President, Research and Development and Technical Operations at Onyx
Pharmaceuticals, Inc. He also served as President, Chief Executive Officer and Chairman of Nuvelo, Inc., and Senior Vice President, Development at Theravance Biopharma, Inc. (Nasdaq:TBPH). He began his biotech career at Genentech, Inc., where he
held several senior management positions in clinical science and product development, and ultimately as chair of Genentech’s Product Development Committee. Prior to Genentech, Dr. Love served as a consultant in medicine in the Department of
Cardiology at the Massachusetts General Hospital. Dr. Love has served on the boards of directors of Jazz Pharmaceutics plc (Nasdaq: JAZZ) since December 2025, Gilead Sciences, Inc. (Nasdaq: GILD) as Chairman since 2024, Royalty Pharma plc
(Nasdaq: RPRX) as Lead Independent Director since July 2020, and Structure Therapeutics Inc. (Nasdaq: GPCR) since August 2023. He previously served on the boards of directors of Seagen Inc. from 2020 to 2023, Global Blood Therapeutics from 2013
to 2022, Portola Pharmaceuticals, Inc. from 2019 to 2020, and Amicus Therapeutics, Inc. (Nasdaq: FOLD) from 2012 to 2020. He received his B.A. in Molecular Biology from Haverford College and his M.D. from Yale School of Medicine.
We believe that Dr. Love is qualified to serve on our board of directors based on his leadership as Marea’s Chairman of the board of directors and
extensive experience as a leader in the biopharmaceutical industry, including as a board member of multiple publicly traded biotechnology and biopharmaceutical companies.
Dr. Love has no family relationships with any of the executive officers or directors of the Company. Except as described in the Merger Agreement, there
are no arrangements or understandings between Dr. Love and any other person pursuant to which he was appointed as a director of the Company. Except as described below, Dr. Love is not a party to any transaction required to be disclosed pursuant to
Item 404(a) of Regulation S-K.
Appointment of Executive Officer
In accordance with the Merger Agreement, on September 17, 2026, effective immediately after the First Effective Time, Josh Lehrer, M.D., M.Phil., FACC was appointed as the President and Chief Operating Officer of the
Company. Immediately prior to such appointment, David J. Mazzo, Ph.D. resigned solely from the office of President, but he retained his position as Chief Executive Officer of the Company.
Josh Lehrer, M.D., M.Phil., FACC. (Age 53) Prior to the Merger, Dr. Lehrer served as the Chief Executive Officer of Marea since October 2023. Previously, Dr. Lehrer served as president and chief executive officer and as a member of the board of
directors of Graphite Bio, Inc. (subsequently merged with LENZ Therapeutics, Inc.), a publicly traded clinical-stage biotechnology company, from April 2020 until September 2023. From October 2013 to April 2020, Dr. Lehrer held various leadership
roles at Global Blood Therapeutics, Inc., including Chief Medical Officer where he oversaw the development and approval of Oxbryta® (voxelotor) for the treatment of sickle cell disease. From September 2009 to October 2013, Dr. Lehrer served in
leadership roles at Genentech, Inc. in clinical development and business development. Dr. Lehrer has also held attending physician roles at Stanford University Medical Center and the Palo Alto Veteran’s Affairs Health System. Dr. Lehrer has
served on the board of directors of Fulcrum Therapeutics, Inc. (Nasdaq: FULC) since April 2026. He holds an A.B. in Biochemical Sciences from Harvard University and a Master of Philosophy in Biological Sciences from the University of Cambridge.
Dr. Lehrer earned his Doctor of Medicine at the University of California, San Francisco (UCSF), School of Medicine and completed his residency at UCSF in Internal Medicine. Dr. Lehrer served as a Clinical and Postdoctoral Fellow in cardiovascular
medicine at Stanford University and attended the Institute for Entrepreneurship at the Stanford Graduate School of Business.
Dr. Lehrer has no family relationships with any of the executive officers or directors of the Company. Except as described in the Merger Agreement, there
are no arrangements or understandings between Dr. Lehrer and any other person pursuant to which he was appointed as Chief Operating Officer of the Company. Except as described below, Dr. Lehrer is not a party to any transaction required to be
disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with the Closing, the Board approved certain compensation-related matters effective as of the First Effective Time, for Josh Lehrer, as
described below, and consistent with his previous compensation as Chief Executive Officer of Marea as described in the Offer Letter, dated October 11, 2023, by and between Dr. Lehrer and Marea (the “Lehrer-Marea Offer Letter”).
Effective as of the Closing, Dr. Lehrer’s will receive an annual base salary of
$475,000, subject to applicable deductions and withholdings and periodic review and adjustment at the Board’s discretion. Dr. Lehrer is eligible to receive an annual cash performance bonus targeted at 40% of his base salary, with the actual bonus
amount being discretionary and subject to his continued employment through the applicable payment date. In the event Dr. Lehrer’s employment is terminated without Cause (as defined in the Lehrer-Marea Offer Letter) or he resigns for Good Reason
(as defined in the Lehrer-Marea Offer Letter) outside of a Change in Control Period (as defined in the Lehrer-Marea Offer Letter), he will be entitled to receive a severance amount equal to 12 months of his base salary in addition to reimbursement of premiums for continued health coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as
amended (“COBRA”), for up to 12 months following termination, in each case subject to his execution of a separation agreement and release. In the event Dr. Lehrer’s employment is terminated without Cause or he resigns for Good Reason within a
Change in Control Period, he will be entitled to receive the severance pay and benefits described above plus his annual target bonus for the 12 months following such termination, and all of his time-based equity awards will immediately
accelerate and become fully vested.
The foregoing description of the Lehrer-Marea Offer Letter is not complete and is qualified in its entirety by the full text of the Lehrer-Marea Offer
Letter, a copy of which the Company intends to file with the SEC as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2026.
Effective as of the Closing, Dr. Lehrer is also entitled to receive other customary benefits provided to the Company’s other executive officers
pursuant to 2018 Equity Incentive Compensation Plan, as amended (the “Equity Incentive Plan”), which is filed as Exhibit 10.2 to the Company’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2025.
Indemnification Agreements
Each of Dr. Love and Dr. Lehrer will enter into the Company’s standard form of indemnification agreement, a copy of which was filed as Exhibit 10.2 to the
Company’s Current Report on Form 8-K, filed with the SEC on September 15, 2022.
Item 5.03 – Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 17, 2026, the Company filed with the Secretary of State of the State of Delaware a Certificate of Designation of Preferences, Rights and
Limitations of the Series C Preferred Stock (the “Certificate of Designation”) in connection with the Merger and the Financing referenced in Item 1.01 above. The Certificate of Designation provides for the issuance of shares of the Company’s Series C
Preferred Stock.
Holders of Series C Preferred Stock are entitled to receive dividends on shares of Series C Preferred Stock, equal to, on an as-if-converted-to-Common-Stock basis, and in the same form as dividends actually paid on shares of the Common Stock. Except as otherwise required by law, the Series C Preferred Stock does not
have voting rights. However, as long as any shares of Series C Preferred Stock are outstanding, the Company will not, without the affirmative vote of the holders of a majority of the then outstanding shares
of Series C Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series C Preferred Stock, (b) alter or amend the Certificate of Designation, (c)
amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the holders of Series C Preferred Stock, (d) issue additional shares of Series C Preferred Stock or increase or decrease (other
than by conversion) the number of authorized shares of Series C Preferred Stock, (e) prior to the automatic conversion of the Series C Preferred Stock, consummate a Fundamental Transaction (as defined in the Certificate of Designation) or a Change
of Control Transaction (as defined in the Certificate of Designation), (f) prior to the automatic conversion of the Series C Preferred Stock, authorize or issue any class or series of stock that is senior to the Series C Preferred Stock, (g) amend,
waive or modify the Merger Agreement in a manner that would be reasonably likely to prevent, impede or materially delay the obtainment of stockholder approval of the Conversion Proposal or the automatic conversion of the Series C Preferred Stock or
(h) enter into any agreement with respect to any of the foregoing. The Series C Preferred Stock ranks senior to the Common Stock upon any liquidation, dissolution or winding-up of the Company solely to the
extent of a nominal liquidation amount of $0.01 per share, and on parity with the Common Stock in all other respects.
Following stockholder approval of the Conversion Proposal, each share of Series C Preferred Stock will automatically convert into 1,000 shares of Common
Stock, subject to certain limitations, including that a holder of Series C Preferred Stock is prohibited from converting shares of Series C Preferred Stock into shares of Common Stock if, as a result of such conversion, such holder, together with
its affiliates, would beneficially own more than a specified percentage (to be established by the holder between 4.99% and 19.99%, with a default of 9.99%) of the total number of shares of Common Stock issued and outstanding immediately after
giving effect to such conversion.
If at any time after the earlier of (i) the Stockholder Approval or (ii) six months after the initial issuance of the Series C Preferred Stock, the
Company fails to deliver to the holder of the Series C Preferred Stock shares of Common Stock underlying such shares of Series C Preferred Stock, then (other than in certain circumstances set forth in the Certificate of Designation), the Company
will pay, at the request of such holder, an amount of cash by wire transfer of immediately available funds equal to the Fair Value (as defined in the Certificate of Designation) of such undelivered shares, provided that the Company has funds
legally available for such payment.
The foregoing description of the Series C Preferred Stock does not purport to be complete and is qualified in its entirety by reference to the Certificate of Designation, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01 – Regulation FD Disclosure.
On September 17, 2026, the Company issued a press release related to the Merger and the Financing, and made available a presentation used with Investors to discuss the Merger and the Financing. Copies of the press release and presentation are
furnished as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K.
The information in Item 7.01 of this Current Report on Form 8-K, including the information in the press release attached as Exhibit 99.1 and the
presentation attached as Exhibit 99.2 to this Current Report on Form 8-K, is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Furthermore, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K,
shall not be deemed to be incorporated by reference in the filings of the Company under the Securities Act.
Forward Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act
of 1995, including, but not limited to, statements regarding: stockholder approval of the Parent Stockholder Matters and the subsequent automatic conversion of the Series C Preferred Stock following stockholder approval of the Conversion
Proposal, the filing of one or more resale registration statement(s) pursuant to the Marea Stockholders Registration Rights Agreement and the Registration Rights Agreement and the timing thereof, and the closing
of the Financing, if at all. The use of words such as, but not limited to, “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or
“would” and similar words expressions are intended to identify forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based on the Company’s current beliefs, expectations and assumptions regarding the future of its business, future plans and strategies, its clinical results and other future conditions. New risks and uncertainties
may emerge from time to time, and it is not possible to predict all risks and uncertainties. No representations or warranties (expressed or implied) are made about the accuracy of any such forward-looking statements. The Company may not actually achieve the forecasts disclosed in our forward-looking statements, and you should not place undue reliance on forward-looking statements. Such forward-looking statements are
subject to a number of material risks and uncertainties including but not limited to those set forth under the caption “Risk Factors” in the Company’s most
recent Annual Report on Form 10-K filed with the SEC, as supplemented by its Quarterly Reports on Form 10-Q, as well as discussions of
potential risks, uncertainties, and other important factors in the Company’s subsequent filings with the SEC. Any forward-looking statement speaks only as of the date on which it was made. Neither the
Company, nor its affiliates, advisors or representatives, undertake any obligation to publicly update or revise any forward-looking statement, whether as result of new information, future events or
otherwise, except as required by law. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date hereof.
Item 9.01 – Financial Statements and Exhibits.
| (a) |
Financial Statements of Business Acquired
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The financial statements required by this Item 9.01(a) are not included in this Current Report on Form 8-K. The Company intends to include such financial
statements by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.
| (b) |
Pro Forma Financial Information
|
The pro forma financial information required by this Item 9.01(b) is not included in this Current Report on Form 8-K. The Company intends to include such
pro forma financial information by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.
| (d) |
Exhibits
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Exhibit
Number
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Description
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2.1(1)
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Agreement and Plan of Merger, dated September 17, 2026, by and among Lisata Therapeutics, Inc., Mariner Merger Sub I, Inc., Mariner Merger Sub II,
LLC and Marea Therapeutics, Inc.
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|
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3.1
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Certificate of Designation of Series C Non-Voting Convertible Preferred Stock
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10.1
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Form of Marea Stockholders Registration Rights Agreement, by and among Lisata Therapeutics, Inc. and certain Marea stockholders
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10.2(1)
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Form of Securities Purchase Agreement, dated as of September 17, 2026, by and among Lisata Therapeutics, Inc. and each investor listed
on Exhibit A thereto
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10.3
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Form of Registration Rights Agreement, by and among Lisata Therapeutics, Inc. and certain investors signatory thereto
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99.1
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Press Release issued on September 17, 2026
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99.2
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Presentation made available to the Investors by Lisata Therapeutics, Inc. and Marea Therapeutics, Inc. on September 17, 2026
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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(1) Certain schedules and attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to provide, on a supplemental basis, a copy of any omitted schedules and
attachments to the Securities and Exchange Commission or its staff upon request.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Lisata Therapeutics, Inc.
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Date: September 17, 2026
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By:
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/s/ David J. Mazzo, Ph.D.
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David J. Mazzo, Ph.D.
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Chief Executive Officer
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Exhibit 99.1
Lisata Therapeutics Announces Acquisition of Marea Therapeutics and $225 Million Concurrent Private Placement
Combined company to focus on developing first-in-class next-generation
medicines for cardioendocrine diseases
Marea has multiple late-stage clinical product candidates: MAR001/005 for severe hypertriglyceridemia (sHTG) currently in Phase
2b and MAR002 for the treatment of acromegaly which is advancing to a Phase 2 study
Concurrent financing of $225 million from leading life sciences investors and other institutional investors projected to fund
operations into 2028
Liberty Corner, N.J., September 17, 2026 – Lisata
Therapeutics, Inc. (Nasdaq: LSTA) (“Lisata”), a clinical-stage pharmaceutical company, today announced that it has acquired Marea Therapeutics,
Inc. (“Marea”), a clinical-stage biotechnology company harnessing the latest advances in human genetics to develop first-in-class, next-generation medicines for cardioendocrine
diseases.
Concurrent with the acquisition, Lisata entered into a definitive purchase agreement for the sale of Series C non-voting convertible preferred stock in a private placement
financing, which is expected to result in gross proceeds to Lisata of approximately $225 million before deducting placement agent and other offering expenses. The oversubscribed financing included participation from leading life sciences investors
including RA Capital Management, Forbion, Third Rock Ventures, Alpha Wave, Perceptive Advisors, Sofinnova Investments, Omega Funds, Surveyor Capital (a Citadel company), Columbia Threadneedle Investments, Nantahala Capital, Affinity Asset Advisors, LLC, venBio, Rock Springs Capital and other institutional investors.
Lisata plans to use the net proceeds primarily to advance MAR001/005 and MAR002 through key clinical milestones, including the completion of an ongoing Phase 2b trial in
patients with severe hypertriglyceridemia, as well as a Phase 2 trial in patients with acromegaly. Both studies are expected to report topline data in the fourth quarter of 2027. Remaining proceeds will be used for general corporate purposes.
“After a thorough review of strategic alternatives, the acquisition of Marea marks a significant milestone for Lisata as we broaden our focus toward advancing Marea’s
product candidate portfolio, which addresses significant unmet need across a range of cardioendocrine diseases,” said Dr. David J. Mazzo, CEO of Lisata. “This pipeline, led by MAR001, is designed to overcome the limitations of current treatment
paradigms and has the potential to establish a new standard of care in the treatment of severe hypertriglyceridemia (sHTG). With a strong balance sheet, we believe that we are well-positioned to drive these programs through their next stages of
development and ultimately deliver meaningful benefit to patients. We believe that this acquisition, in combination with our parallel efforts to evaluate possible next steps in the development of certepetide, can provide long-term value to our shareholders.”
“This transaction provides the combined company with the resources to advance our two clinical stage drug candidates through pivotal milestones, including MAR001 topline
Phase 2b data in severe hypertriglyceridemia and MAR002 Phase 2 proof of concept data in patients with acromegaly next year, as well as initiation of Phase 3 registrational studies for both programs,” said Dr. Josh Lehrer, newly appointed Chief
Operating Officer and President of Lisata Therapeutics and Chief Executive Officer of Marea. “Joining with Lisata gives our first-in-class antibody programs a faster path to patients who today have limited options for these serious cardioendocrine
diseases, and we’re grateful for the continued confidence of our new and existing investors.”
About the Transactions
The acquisition of Marea was structured as a stock-for-stock transaction pursuant to which all of Marea’s outstanding equity interests were exchanged based on a fixed
exchange ratio for a combination of 1,793,129 shares of Lisata common stock and 211,365.213 shares of Series C non-voting convertible preferred stock (representing in the aggregate 213,158,342 shares of Lisata common stock on an
as-converted-to-common stock basis), in each case, calculated on a fully-diluted basis (and without giving effect to any beneficial ownership limitations). Concurrently with the acquisition of Marea, Lisata entered into a definitive purchase
agreement for a private placement financing with leading life sciences investors and other institutional investors to raise $225 million in which the investors will be issued an aggregate of 150,867.995
shares of Series C non-voting convertible preferred stock (or 150,867,995 shares of Lisata common stock on an as-converted-to-common stock basis and without giving effect to any beneficial ownership limitations) at a price of approximately $1,491.37
per share (or approximately $1.4914 per share of common stock on an as-converted-to-common stock basis). Subject to Lisata stockholder approval, each share of Series C non-voting convertible preferred stock will automatically convert into 1,000
shares of common stock, subject to certain beneficial ownership limitations set by each holder. As a result of the transactions, equity holders of Lisata immediately prior to the acquisition will own approximately 2.39% of Lisata’s common stock,
equity holders of Marea immediately prior to the acquisition will own approximately 59.54% of Lisata’s common stock and investors in the private placement financing will own approximately 38.07% of Lisata’s common stock, in each case, calculated on a
fully-diluted, as-converted-to-common-basis (and without giving effect to any beneficial ownership limitations) using the treasury stock method and based on the implied equity values of Lisata and Marea.
The acquisition was approved by the Board of Directors of Lisata and the Board of Directors and stockholders of Marea. The acquisition and private placement financing were
not subject to the approval of Lisata’s stockholders. The approval of Lisata’s stockholders is required under the terms of the Series C non-voting convertible preferred stock in order for the Series C non-voting convertible preferred stock to be
converted into shares of Lisata common stock, and Lisata is required to hold a stockholder meeting for such vote. On an as-converted basis and after accounting for these transactions (and without giving effect to any beneficial ownership
limitations), the total number of shares of Lisata common stock (including shares underlying the Series C non-voting convertible preferred stock) will be approximately 396,315,542.
H.C. Wainwright is serving as financial advisor to Lisata. Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C. is serving as legal counsel to Lisata. Leerink Partners is serving as financial advisor to Marea.
Jefferies, Leerink Partners, Guggenheim Securities, Cantor and LifeSci Capital are acting as placement agents for the concurrent private placement financing. Goodwin Procter LLP is serving as legal counsel to Marea. Cooley LLP is serving as legal counsel to the placement agents.
About Lisata Therapeutics
Lisata Therapeutics is a clinical-stage pharmaceutical company dedicated to the discovery, development and commercialization of innovative therapies for the treatment of
advanced solid tumors and other major diseases. Lisata’s cyclic peptide product candidate, certepetide, is an investigational drug designed to activate a novel uptake pathway that allows co-administered or tethered anti-cancer drugs to selectively
target and penetrate solid tumors more effectively. Lisata has established noteworthy partnerships based on its CendR Platform® technology. For a comprehensive overview of certepetide’s
mechanism of action, please view our informative short film.
About Marea Therapeutics
Marea Therapeutics is a clinical-stage biotechnology company harnessing the latest advances in human genetics to develop first-in-class, next-generation medicines for
cardioendocrine diseases. The company’s lead product candidate, MAR001, is in Phase 2b clinical development for the treatment of severe hypertriglyceridemia (sHTG), a condition characterized by very high triglyceride levels. The company is also
advancing MAR002 for the treatment of acromegaly.
About MAR001/005
MAR001 is a potential first-in-class monoclonal antibody in clinical development that targets ANGPTL4, a protein that is highly expressed in adipose tissue. By inhibiting
ANGPTL4 and thereby augmenting lipoprotein lipase (LPL) activity, MAR001 is designed to lower triglycerides and improve adipose tissue function. Human genetic data has identified ANGPTL4 as a highly promising therapeutic target because loss of
function alleles lead to lower triglyceride levels, improved adipose distribution, better insulin sensitivity, and protection from cardiovascular disease and type 2 diabetes.
MAR005, a half-life-extended version of MAR001 with an improved pharmacokinetic profile, is Marea’s planned Phase 3 candidate and is in clinical development for the
treatment of severe hypertriglyceridemia (sHTG), a condition characterized by very high triglyceride levels. Preclinical models with MAR001 demonstrated reduction in triglycerides, remnant cholesterol and ectopic fat, and improved insulin
sensitivity. MAR001 has demonstrated strong Phase 1a and 2a results and is in Phase 2b clinical development.
About Severe Hypertriglyceridemia (sHTG)
Severe hypertriglyceridemia (sHTG) is a serious and often under-recognized metabolic condition marked by triglyceride levels high enough to place patients at significant
risk of acute pancreatitis, a painful and potentially life-threatening complication that frequently results in hospitalization. Patients with sHTG also commonly present with a broader burden of cardiometabolic comorbidities, including insulin
resistance, type 2 diabetes, and cardiovascular disease, compounding the overall health risks associated with the condition. Despite the availability of lifestyle modification and existing lipid-lowering therapies, many patients with sHTG continue to
experience dangerously elevated triglycerides and recurrent pancreatitis events, underscoring a persistent gap in disease management.
About MAR002
MAR002 is a potent and selective half-life-extended, allosteric, human monoclonal growth hormone receptor antagonist (GHRA) antibody being developed for the treatment of
acromegaly. The in vivo PK and PD properties of MAR002 are predictable and typical of a half-life extended human antibody, showing a long duration of action compatible with
infrequent subcutaneous dose administration in humans. These characteristics support its potential to offer an effective and convenient treatment for patients with acromegaly. In a Phase 1 study in healthy volunteers, MAR002 achieved
proof-of-concept dose-dependent suppression of IGF-1, and was generally well tolerated with no serious adverse events. Marea is currently evaluating MAR002 in a Phase 2 trial of patients with
acromegaly.
About Acromegaly
Acromegaly is an orphan disease characterized by the excess secretion of growth hormone (GH) from a benign pituitary adenoma. Acromegaly affects approximately 30,000
patients in the U.S. If left untreated, acromegaly is highly morbid, leading to significant comorbidities such as GH-induced insulin resistance and diabetes, and serious cardiovascular pathology. The median lifespan of patients can be shortened by 10
years without effective therapy, and incomplete IGF-1 normalization is associated with increased mortality. Despite its severity, acromegaly is often under or misdiagnosed, with an average time from symptom onset to diagnosis of approximately eight
years.
The current treatment paradigm for acromegaly often involves surgery, performed in over 90% of patients, which achieves remission in about 50% of cases, though this can
degrade over time. Medical therapy is required for approximately 65% (around 20,000 in the U.S.) of patients during their disease journey. Current medical treatments include somatostatin receptor
ligands (SRLs) and GHRA pegvisomant. However, most patients do not achieve biochemical control with existing therapies.
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this press release, other than purely historical information, may constitute “forward-looking statements” within the meaning of the federal securities
laws, including for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995, concerning Lisata, Marea, the concurrent private placement financing and the acquisition of Marea by Lisata (the
“Transactions”) and other matters. These forward-looking statements include, but are not limited to, express or implied statements relating to the company’s expectations, hopes, beliefs, intentions or strategies regarding the future including,
without limitation, statements regarding: the Transactions, including the closing of the concurrent private placement financing, and the expected effects, perceived benefits or opportunities and related timing with respect thereto; expectations
regarding or plans for Marea’s pipeline, including its ongoing clinical trials, research and development programs and the expected timing for key milestones, including the release of clinical data; the potential benefits of MAR001/005 and MAR002; and
expectations regarding the use of proceeds from the concurrent private placement financing and cash runway expectations therefrom, including such proceeds funding the company through key clinical milestones. In addition, any statements that refer to
projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “opportunity,” “potential,” “milestones,” “pipeline,” “can,” “goal,” “aim,”
“strategy,” “target,” “seek,” “anticipate,” “achieve,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “predict,” “project,” “should,” “will,” “would” and similar expressions
(including the negatives of these terms or variations of them) may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements are based on current
expectations and beliefs concerning future developments and their potential effects. There can be no assurance that future developments affecting the company or the Transactions will be those that have been anticipated. These forward-looking
statements involve a number of risks, uncertainties (some of which are beyond the company’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking
statements. These risks and uncertainties include, but are not limited to those uncertainties and factors described under the heading “Risk Factors” and in the company’s most recent Annual Report on Form 10-K for the year ended December 31, 2025,
filed with the Securities and Exchange Commission (the “SEC”) on March 12, 2026, as well as discussions of potential risks, uncertainties, and other important factors included in other filings by the company from time to time, as well as risk factors
associated with companies, such as Marea, that operate in the biotechnology industry. Should one or more of these risks or uncertainties materialize, or should any of the company’s assumptions prove incorrect, actual results may vary in material
respects from those projected in these forward-looking statements. Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the
contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements in this press release, which speak only as of the date they are made and are qualified in their entirety by
reference to the cautionary statements herein. The company does not undertake or accept any duty to release publicly any updates or revisions to any forward-looking statements. This press release does not purport to summarize all of the conditions,
risks and other attributes of an investment in the company.
Contacts:
Lisata:
Investors and Media:
John Menditto
jmenditto@lisata.com
Marea:
Media:
1AB
Katie Engleman
katie@1abmedia.com
katie@1abmedia.com
Investors:
Meru Advisors
Lauren Glaser
lglaser@meruadvisors.com
Exhibit 99.2
