Lisata Therapeutics (LSTA) ends Qilu certepetide deal, forfeiting up to $200M milestones

Rhea-AI Filing Summary

Lisata Therapeutics, Inc. has terminated its licensing partnership with Qilu Pharmaceutical covering certepetide (formerly CEND-1) in Greater China. The Mutual Termination Agreement, signed on January 23, 2026, ends the prior Exclusive License and Collaboration Agreement under which Qilu held a royalty-bearing exclusive license for research, development and commercialization of certepetide in Mainland China, Hong Kong, Macau and Taiwan. Under the now-terminated agreement, Lisata had been eligible to receive up to $200 million in development and commercial milestone payments and royalties of 10% to 15% on sales of licensed products. The termination is effective as of January 23, 2026, although obligations that accrued before that date and certain specified provisions continue to remain in force.

Positive

• None.

Negative

• Termination of major regional partnership: Ending the certepetide license with Qilu eliminates a prior pathway to commercialize the asset in Greater China through an established local partner.
• Loss of significant milestone and royalty potential: The terminated agreement had provided eligibility for up to $200 million in development and commercial milestone payments and 10%-15% royalties on licensed product sales tied to certepetide in Greater China.

Insights

Biotech partnerships and licensing analyst

Lisata loses a potentially large China revenue stream as its certepetide license with Qilu ends.

The termination of the certepetide Exclusive License and Collaboration Agreement with Qilu Pharmaceutical removes Lisata’s prior pathway to commercialize this asset in Greater China through a partner. The original deal had provided for up to $200 million in development and commercial milestone payments plus ongoing royalties of 10%-15% on licensed product sales, indicating a potentially meaningful upside tied to successful development and commercialization.

With the agreement now terminated effective January 23, 2026, that milestone and royalty opportunity in Greater China is no longer available under this partnership. The document notes that obligations accrued before termination and certain specified provisions continue, which may include residual rights or responsibilities, but future economic participation via this specific license is curtailed. Future disclosures in company communications or subsequent filings would be needed to understand any alternative plans for certepetide in the territory or replacement partnerships.

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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

January 27, 2026

Date of Report (date of earliest event reported)

LISATA THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-33650

22-2343568

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

110 Allen Road, Second Floor, Basking Ridge, NJ 07920

(Address of Principal Executive Offices)(ZipCode)

(908) 842-0100

Registrant's telephone number, including area code

(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 (see General Instruction A.2. below):

☐ 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			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, par value $0.001 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

o 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 8.01 Other Events.

On January 23, 2026, Lisata Therapeutics, Inc. (the “Company”) and Qilu Pharmaceutical Co., Ltd. (“Qilu”) entered into a Mutual Termination Agreement (the “Termination Agreement”) relating to the Exclusive License and Collaboration Agreement between the Company (formerly Cend Therapeutics, Inc.) and Qilu, relating to the research, development and commercialization of certepetide (formerly known as CEND-1), dated February 11, 2021, as amended on April 26, 2021, and further amended by the Side Letter Agreement, dated November 10, 2023 (collectively the “License and Collaboration Agreement”).

Previously, the Company and Qilu entered into the License and Collaboration Agreement, pursuant to which the Company granted Qilu a royalty-bearing exclusive license for the research, development and commercialization of certepetide in the Greater China territory (including Mainland China, Hong Kong, Macau, and Taiwan). Pursuant to the License and Collaboration Agreement, the Company was eligible to receive up to $200 million in development and commercial milestone payments and royalties ranging from 10% to 15% on licensed product sales.

Pursuant to the Termination Agreement, the License and Collaboration Agreement is terminated, effective as of January 23, 2026, and is no longer in effect, except that the termination does not relieve the parties from obligations under the License and Collaboration Agreement that accrued prior to the termination and certain other provisions expressly indicated to survive the termination.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LISATA THERAPEUTICS, INC.

By: /s/ David J. Mazzo            

Name: David J. Mazzo, PhD

Title: President & Chief Executive Officer

Dated: January 27, 2026

FAQ

What did Lisata Therapeutics (LSTA) announce in this 8-K?

Lisata Therapeutics announced that it entered into a Mutual Termination Agreement with Qilu Pharmaceutical, ending their Exclusive License and Collaboration Agreement for certepetide (formerly CEND-1) in Greater China, effective January 23, 2026.

What was covered by Lisata Therapeutics’ license with Qilu Pharmaceutical?

The license granted Qilu a royalty-bearing exclusive right to research, develop and commercialize certepetide in Greater China, including Mainland China, Hong Kong, Macau and Taiwan.

How much milestone and royalty income was Lisata eligible for under the Qilu agreement?

Under the now-terminated License and Collaboration Agreement, Lisata was eligible to receive up to $200 million in development and commercial milestone payments plus 10%-15% royalties on sales of licensed certepetide products.

When did the termination of the Lisata–Qilu certepetide agreement become effective?

The Mutual Termination Agreement states that the License and Collaboration Agreement is terminated and no longer in effect as of January 23, 2026.

Do any obligations between Lisata and Qilu survive the termination?

Yes. The termination does not relieve either party from obligations that accrued before termination, and certain provisions specified in the License and Collaboration Agreement are expressly indicated to survive.

What product is affected by the termination between Lisata Therapeutics and Qilu?

The termination affects certepetide, formerly known as CEND-1, which was the subject of the Exclusive License and Collaboration Agreement for development and commercialization in Greater China.