Lisata holders authorize 1-for-5 to 1-for-15 reverse split

The conversion proposal is the only matter set for the November 30 reconvened meeting; no vote was taken on it at the annual meeting.

Available on EDGAR 11/09/2026 - 05:15 PM EST Accepted by SEC EDGAR 11/09/2026 - 05:15 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Lisata Therapeutics, Inc. stockholders approved the 2026 Equity Incentive Plan and 2026 Employee Stock Purchase Plan, and approved an amendment authorizing the Board to effect a common-stock reverse split at a ratio between 1-for-5 and 1-for-15 without further stockholder approval. The plans initially reserve 44,764,472 shares and 3,730,372 shares, respectively. The equity plan’s available shares increase each January 1 beginning January 1, 2027, by 5% of outstanding shares on the preceding December 31, or a lesser amount set by the plan administrator. ESPP shares increase each January 1 through January 1, 2036, by the lesser of its initial reserve, 1% of outstanding shares on the preceding December 31, or a lesser administrator-set amount.

Of the 10,804,066 common shares outstanding as of October 9, 2026, 8,172,668 shares, or 75.64%, were present or represented by proxy. The vote on a proposed issuance upon conversion of Series C preferred stock, described as representing more than 20% of outstanding common shares and resulting in a change of control, was adjourned without a vote. The meeting reconvenes November 30, 2026, at 11:00 a.m. Eastern Time, solely for that proposal; previously submitted proxies remain valid unless revoked. The other seven proposals received votes and were approved.

Filing Explained

Lisata says the adjournment also allows time for approval of its Nasdaq initial-listing application, alongside further proxy solicitation. The conversion proposal remains unvoted and is set to reconvene November 30.

8-K Event Classification

4 items: 5.02, 5.07, 8.01, 9.01

4 items

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 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Initial 2026 Equity Incentive Plan share reserve: 44,764,472 shares Initial 2026 Employee Stock Purchase Plan share reserve: 3,730,372 shares Common shares outstanding: 10,804,066 shares +4 more

7 metrics

Initial 2026 Equity Incentive Plan share reserve 44,764,472 shares Initial reserve approved by stockholders

Initial 2026 Employee Stock Purchase Plan share reserve 3,730,372 shares Initial reserve approved by stockholders

Common shares outstanding 10,804,066 shares As of October 9, 2026, the meeting record date

Shares present or represented by proxy 8,172,668 shares At the November 9, 2026 annual meeting

Shares present or represented as a percentage of outstanding shares 75.64% At the November 9, 2026 annual meeting

Authorized reverse split ratio range 1-for-5 to 1-for-15 Board may determine the ratio without further stockholder approval

Proposed conversion issuance threshold More than 20% of common shares outstanding Conversion Proposal adjourned without a vote

Key Terms

pre-funded warrants, as-converted basis, Nasdaq Listing Rules 5635(a) and 5635(b), broker non-votes

4 terms

pre-funded warrants financial

"shares of common stock issuable upon the exercise of any outstanding pre-funded warrants"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

as-converted basis financial

"preferred stock (determined on an as-converted basis without regard to any limitations"

As-converted basis means counting securities that can become common stock—like convertible bonds or preferred shares—as if they already were common shares when calculating totals such as shares outstanding, ownership percentages, or per-share metrics. Investors use it to see the potential dilution and the “what-if” size of the shareholder base; it’s like imagining all restaurant coupons have been redeemed so you know how crowded the table could become and how slices of the pie would shrink.

Nasdaq Listing Rules 5635(a) and 5635(b) regulatory

"pursuant to Nasdaq Listing Rules 5635(a) and 5635(b)"

Nasdaq listing rules 5635(a) and 5635(b) require shareholder approval before a listed company issues new shares or convertible securities that would meaningfully increase the number of shares outstanding or give shares to insiders or large holders. Think of it like a building’s rules that require neighbors to sign off before adding extra apartments or giving a unit to a family member. For investors, these rules limit surprise dilution and curb self-dealing that can change ownership and share value.

broker non-votes technical

"Broker Non-Votes: 3,503,744"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

When will LSTA stockholders vote on the conversion proposal?

Lisata will reconvene the meeting on November 30, 2026, at 11:00 a.m. Eastern Time, solely to consider the Conversion Proposal. The meeting will be virtual, and only stockholders of record as of October 9, 2026, are entitled to vote.

How many shares are reserved under LSTA’s 2026 equity plans?

The 2026 Equity Incentive Plan initially reserves 44,764,472 common shares, and the 2026 Employee Stock Purchase Plan initially reserves 3,730,372. The equity plan’s available shares increase annually from January 1, 2027, by 5% of outstanding shares as of the preceding December 31, or a lesser administrator-set amount. The ESPP’s annual increase runs through January 1, 2036, under the limits described in the plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): November 9, 2026

LISATA THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-33650		22-2343568
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

P.O. Box 173 Liberty Corner, NJ 07938
(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:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trade Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value per share		LSTA		The Nasdaq Capital Market

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 9, 2026, Lisata Therapeutics, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved (i) the Company’s 2026 Equity Incentive Plan (the “2026 Plan”) and (ii) the Company’s 2026 Employee Stock Purchase Plan (the “2026 ESPP”).

The 2026 Plan has an initial share reserve equal to 44,764,472 shares of the Company’s common stock, par value $0.001 per share (“common stock”). In addition, the 2026 Plan provides that the number of shares reserved and available for issuance under the 2026 Plan will automatically increase each January 1, beginning on January 1, 2027, by 5% of the number of outstanding shares on the immediately preceding December 31, or such lesser amount as determined by the plan administrator. “Outstanding shares” means, as of a specified date, the sum of (a) the number of shares of the Company’s common stock issued and outstanding, (b) the number of shares of common stock issuable upon the exercise of any outstanding pre-funded warrants to acquire shares of common stock for a nominal exercise price and (c) the number of shares of common stock underlying the Company’s outstanding preferred stock (determined on an as-converted basis without regard to any limitations on such conversion). This limit is subject to adjustment in the event of a reorganization, recapitalization, reclassification, stock split, stock dividend, extraordinary cash dividend, reverse stock split or other similar change in the Company’s capitalization.

The 2026 ESPP has an initial share reserve equal to 3,730,372 shares of common stock (the “Initial Reserve”). In addition, the number of shares of common stock reserved for issuance under the 2026 ESPP will automatically increase each January 1, beginning on January 1, 2027 and ending on January 1, 2036, by the lesser of a number of shares equal to the Initial Reserve, 1% of the outstanding number of shares on the immediately preceding December 31, or such lesser amount as determined by the plan administrator. If the Company’s capital structure changes because of a stock dividend, stock split or similar event, the number of shares that can be issued under the 2026 ESPP and any other share limitations under the 2026 ESPP will be equitably or proportionately adjusted to give proper effect to such event.

The board of directors of the Company (the “Board”) previously approved the 2026 Plan and 2026 ESPP on October 7, 2026, in each case, subject to stockholder approval.

A summary of the principal features of the 2026 Plan and 2026 ESPP are set forth under the headings “Proposal No. 5 -Approval of the 2026 Equity Incentive Plan” and “Proposal No. 6 - Approval of the 2026 ESPP” contained in the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on October 19, 2026 (the “Proxy Statement”). The summaries are qualified in their entirety by reference to the 2026 Plan, forms of option grant notices and option agreements and forms of restricted stock unit grant notice and unit award agreement thereunder, and the 2026 ESPP, which are attached as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the stockholders voted on seven of the eight proposals described in the Proxy Statement, consisting of Proposal Nos. 1, 2, 4, 5, 6, 7 and 8, each of which is described in more detail in the Proxy Statement. As described below and in Item 8.01 of this Current Report on Form 8-K, the Annual Meeting was adjourned solely with respect to Proposal No. 3 (the “Conversion Proposal”), and no vote was taken on the Conversion Proposal at the Annual Meeting. Of the 10,804,066 shares of common stock outstanding as of the record date, 8,172,668 shares, or 75.64%, were present or represented by proxy at the Annual Meeting. Set forth below are the final results of the matters submitted for a vote of stockholders at the Annual Meeting.

Proposal No. 1: Election of the Board’s nominees, Cynthia L. Flowers and Dr. Ted W. Love, M.D. as Class I directors to hold office until the 2029 Annual Meeting of Stockholders. The votes were cast as follows:

Name		Votes For		Votes Withheld
Cynthia L. Flowers		3,975,388		693,536
Dr. Ted W. Love, M.D.		4,451,271		217,653

Broker Non-Votes: 3,503,744

All nominees were elected.

Proposal No. 2: Ratification of selection by the Audit Committee of the Board of Directors of Grant Thornton LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2026. The votes were cast as follows:

Votes For		Votes Against		Abstained
7,851,870		46,342		274,456

There were no broker non-votes. Proposal No. 2 was approved.

Proposal No. 3: Approval of issuance of shares of common stock upon conversion of the Company’s Series C Non-Voting Convertible Preferred Stock, which will (a) represent more than 20% of the shares of common stock outstanding and (b) result in the change of control of the Company pursuant to Nasdaq Listing Rules 5635(a) and 5635(b), respectively. The Annual Meeting was adjourned solely with respect to the Conversion Proposal, and no vote was taken on the Conversion Proposal at the Annual Meeting. The Annual Meeting will be reconvened solely with respect to the Conversion Proposal on November 30, 2026, as described in Item 8.01 below. The Company will report the voting results on the Conversion Proposal in a Current Report on Form 8-K following the reconvened meeting.

Proposal No. 4: Approval of an amendment to the Company’s amended and restated certificate of incorporation to effect a reverse stock split of the common stock at a ratio to be determined by the Board within the range between 1-for-5 to 1-for-15 without reducing the authorized number of shares of common stock, and without further approval or authorization by the Company’s stockholders. The votes were cast as follows:

Votes For		Votes Against		Abstained
7,524,706		443,844		204,118

There were no broker non-votes. Proposal No. 4 was approved.

Proposal No. 5: Approval of the 2026 Equity Incentive Plan. The votes were cast as follows:

Votes For		Votes Against		Abstained
2,924,154		1,552,345		192,425

Broker Non-Votes: 3,503,744

Proposal No. 5 was approved.

Proposal No. 6: Approval of the 2026 ESPP. The votes were cast as follows:

Votes For		Votes Against		Abstained
3,374,775		1,119,638		174,511

Broker Non-Votes: 3,503,744

Proposal No. 6 was approved.

Proposal No. 7: Approval of, on a non-binding advisory basis, the executive compensation of the Company’s named executive officers as disclosed in this proxy statement. The votes were cast as follows:

Votes For		Votes Against		Abstained
3,426,250		975,321		267,353

Broker Non-Votes: 3,503,744

Proposal No. 7 was approved.

Proposal No. 8: Approval of the adjournment or postponement of the Annual Meeting, if necessary, to continue to solicit votes for Proposals Nos. 3, 4, 5 and/or 6 if there are not sufficient votes to approve any of Proposals Nos. 3, 4, 5 and/or 6 or if the Nasdaq Listing Application has not yet been approved. The votes were cast as follows:

Votes For		Votes Against		Abstained
7,686,057		295,681		190,930

There were no broker non-votes. Proposal No. 8 was approved.

Item 8.01 Other Events.

As described in Item 5.07 of this Current Report on Form 8-K, on November 9, 2026, the Annual Meeting was adjourned solely with respect to the Conversion Proposal in order to allow additional time for the solicitation of proxies and for the approval of the Company’s Nasdaq initial listing application. The Annual Meeting will be reconvened solely with respect to the Conversion Proposal on November 30, 2026 at 11:00 a.m, Eastern Time (the “Reconvened Meeting”). The Reconvened Meeting will be held virtually via live webcast at www.virtualshareholdermeeting.com/LSTA2026. No other proposals will be considered at the Reconvened Meeting.

The record date for the Reconvened Meeting remains the close of business on October 9, 2026, and only stockholders of record as of that date are entitled to vote at the Reconvened Meeting. Proxies previously submitted with respect to the Conversion Proposal will be voted at the Reconvened Meeting unless properly revoked, and stockholders who have already voted on the Conversion Proposal do not need to take any further action. Stockholders who have not yet voted on the Conversion Proposal, or who wish to change their vote, may do so prior to the Reconvened Meeting by following the instructions set forth in the Proxy Statement. The Board continues to recommend that stockholders vote “FOR” the Conversion Proposal.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number		Exhibit Description
10.1		Lisata Therapeutics, Inc. 2026 Equity Incentive Plan and Forms of Stock Option Grant Notice, Stock Option Agreement, Restricted Stock Unit Grant Notice and Restricted Stock Unit Grant Agreement thereunder
10.2		Lisata Therapeutics, Inc. 2026 Employee Stock Purchase Plan
104		Cover Page Interactive Data File (embedded with the Inline XBRL document)

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.

				Lisata Therapeutics, Inc.
Date: November 9, 2026				By:		/s/ David J. Mazzo, Ph.D.
						David J. Mazzo, Ph.D.
						Chief Executive Officer

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 219.7 KB
• EX-10.2 EXHIBIT 10.2 60.9 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 21.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 15.7 KB