Lisata COO Holds Preferred Stock Tied to 2.54M Shares
Each Series C preferred share converts into 1,000 common shares upon stockholder approval, subject to a holder-set ownership limit of 4.9% to 19.99%.
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Form Type
3
Rhea-AI Filing Summary
Lisata Therapeutics, Inc. reports that its President & COO, Joshua Lehrer-Graiwer, held 2,540,002 common shares underlying Series C preferred stock and 21,548 common shares directly as of September 17, 2026. The Lehrer Family Irrevocable GST Exempt Trust held 737,919 common shares underlying preferred stock and 6,260 common shares indirectly. The positions were received in the Marea Therapeutics merger exchange; a portion is subject to repurchase rights that lapse under time- or milestone-based vesting conditions.
Insider Trade Summary
10 transactions reported
Mixed
10 txns
Insider
Lehrer-Graiwer Joshua
Role
President & COO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Series C Non-Voting Convertible Preferred Stock F4, F1, F2 | -- | -- | -- |
| holding | Series C Non-Voting Convertible Preferred Stock F4, F1, F2, F3 | -- | -- | -- |
| holding | Stock Option (right to buy) F4, F5 | -- | -- | -- |
| holding | Stock Option (right to buy) F4, F5 | -- | -- | -- |
| holding | Stock Option (right to buy) F6, F7, F4, F5 | -- | -- | -- |
| holding | Stock Option (right to buy) F8, F9, F4, F5 | -- | -- | -- |
| holding | Stock Option (right to buy) F6, F7, F4, F5 | -- | -- | -- |
| holding | Stock Option (right to buy) F8, F9, F4, F5 | -- | -- | -- |
| holding | Common Stock F1, F2 | -- | -- | -- |
| holding | Common Stock F1, F2, F3 | -- | -- | -- |
Holdings After Transaction:
Series C Non-Voting Convertible Preferred Stock — 2,540,002 contracts (Direct);
Series C Non-Voting Convertible Preferred Stock — 737,919 contracts (Indirect, See footnote);
Stock Option (right to buy) — 6,991.79 contracts (Direct);
Common Stock — 21,548 shares (Direct);
Common Stock — 6,260 shares (Indirect, See footnote)
Footnotes (9)
- F1. The reported shares of Common Stock and shares of Common Stock underlying shares of Series C Non-Voting Convertible Preferred Stock represent shares received in exchange for 3,400,043 shares of common stock of Marea Therapeutics, Inc. ("Marea") in connection with the Issuer's merger (the "Merger") with Marea pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated September 17, 2026, by and among the Issuer, Marea, Mariner Merger Sub I, Inc. and Mariner Merger Sub II, LLC. Under the terms of the Merger Agreement, at the effective time of the Merger, each outstanding share of Marea's common stock was cancelled and converted into the right to receive 0.9723 shares of Common Stock or, in lieu thereof, 0.0009723 shares of Series C Non-Voting Convertible Preferred Stock (representing 0.9723 shares of Common Stock on an as-converted basis) (the "Preferred Share Exchange Ratio"). A portion of the reported shares of Common Stock and Series C Non-Voting Convertible
- F2. (continued from Footnote 1) Preferred Stock are subject to an Issuer right of repurchase that lapses in accordance with time- or milestone-based vesting conditions set forth in the applicable stock purchase agreements.
- F3. The shares are held by the Lehrer Family Irrevocable GST Exempt Trust U/A/D November 21, 2025.
- F4. Each share of Series C Non-Voting Convertible Preferred Stock will automatically convert into 1,000 shares of Common Stock upon the approval of such conversion by the Issuer's stockholders in accordance with the rules of the Nasdaq Stock Market LLC, subject to a beneficial ownership limitation to be established by the holder of between 4.9% and 19.99% of the outstanding Common Stock. The Series C Non-Voting Convertible Preferred Stock does not have a conversion price and has no expiration date.
- F5. Represents options to purchase shares of Marea common stock assumed by the Issuer at the effective time of the Merger. At the effective time of the Merger, each outstanding option to purchase Marea common stock was assumed by the Issuer and adjusted to reflect the right to purchase a number of shares of Series C Non-Voting Convertible Preferred Stock equal to the Preferred Share Exchange Ratio, with a corresponding adjustment to the applicable exercise price per share. See Footnotes 1, 2 and 4.
- F6. The option vests as to 100% of the underlying shares upon a Valuation Determination Event in which the Valuation Per Share is greater than $5.01 (the "Target Price"), subject to the optionee remaining in a Service Relationship through such Valuation Determination Event (or, if earlier, termination of the optionee's Service Relationship without Cause within 60 days of the Valuation Determination Event). A "Valuation Determination Event" means the closing of a Sale Event, an initial public offering, a reverse merger or SPAC business combination, an exchange listing without an underwritten offering, or the first trading day on which the 40-trading-day trailing average closing price of the Company's common stock equals or exceeds the Target Price. "Valuation Per Share" means, as applicable, the Sale Price in a Sale Event, the IPO price, the implied per-share consideration in a reverse merger/business combination, the closing price on first listing, or the trailing average described above.
- F7. (continued from Footnote 6) The Target Price is subject to adjustment for stock splits, dividends, combinations or similar recapitalizations. Capitalized terms not otherwise defined have the meanings given in the Company's equity incentive plan and the applicable award agreement.
- F8. The option vests as to 100% of the underlying shares upon a Valuation Determination Event in which the Valuation Per Share is greater than $8.35 (the "Target Price"), subject to the optionee remaining in a Service Relationship through such Valuation Determination Event (or, if earlier, termination of the optionee's Service Relationship without Cause within 60 days of the Valuation Determination Event). A "Valuation Determination Event" means the closing of a Sale Event, an initial public offering, a reverse merger or SPAC business combination, an exchange listing without an underwritten offering, or the first trading day on which the 40-trading-day trailing average closing price of the Company's common stock equals or exceeds the Target Price. "Valuation Per Share" means, as applicable, the Sale Price in a Sale Event, the IPO price, the implied per-share consideration in a reverse merger/business combination, the
- F9. (continued from Footnote 8) closing price on first listing, or the trailing average described above. The Target Price is subject to adjustment for stock splits, dividends, combinations or similar recapitalizations. Capitalized terms not otherwise defined have the meanings given in the Company's equity incentive plan and the applicable award agreement.
Key Figures
Common shares underlying preferred stock, direct: 2,540,002 shares
Common shares underlying preferred stock, indirect: 737,919 shares
Direct common stock: 21,548 shares
+4 more
7 metrics
Common shares underlying preferred stock, direct
2,540,002 shares
Joshua Lehrer-Graiwer's reported position as of September 17, 2026
Common shares underlying preferred stock, indirect
737,919 shares
Held by the Lehrer Family Irrevocable GST Exempt Trust as of September 17, 2026
Direct common stock
21,548 shares
Joshua Lehrer-Graiwer's reported position as of September 17, 2026
Indirect common stock
6,260 shares
Held by the Lehrer Family Irrevocable GST Exempt Trust as of September 17, 2026
Preferred-stock conversion ratio
1,000 common shares per preferred share
Upon stockholder approval
Beneficial ownership limitation
4.9% to 19.99% of outstanding common stock
Limit established by the holder for conversion
Option exercise prices
$318.8500, $545.1300, and $709.6900 per preferred share
Options to purchase Series C Non-Voting Convertible Preferred Stock
Key Terms
Series C Non-Voting Convertible Preferred Stock, beneficial ownership limitation, Valuation Determination Event, Service Relationship, +1 more
5 terms
Series C Non-Voting Convertible Preferred Stock financial
"shares of Series C Non-Voting Convertible Preferred Stock"
beneficial ownership limitation financial
"subject to a beneficial ownership limitation"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
Valuation Determination Event technical
"upon a Valuation Determination Event"
Service Relationship technical
"remaining in a Service Relationship"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What are LSTA's Series C preferred stock conversion terms?
Each Series C Non-Voting Convertible Preferred Stock share automatically converts into 1,000 common shares upon stockholder approval in accordance with Nasdaq Stock Market rules. Conversion is subject to a beneficial ownership limitation established by the holder of between 4.9% and 19.99% of outstanding common stock.
What vesting conditions apply to Joshua Lehrer-Graiwer's LSTA options?
Options tied to target prices of $5.01 and $8.35 vest 100% of the underlying shares upon a Valuation Determination Event when Valuation Per Share exceeds the applicable target. The optionee must remain in a Service Relationship through the event, or have that relationship end without Cause within 60 days before it.
AI-generated analysis. How Rhea-AI works. Not financial advice.
