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Lisata Therapeutics, Inc. filings document material events, operating updates, and capital-structure matters for a clinical-stage pharmaceutical company focused on certepetide and related solid-tumor therapy development. Recent Form 8-K disclosures include financial results, Regulation FD materials, corporate presentations, material agreements, shareholder-voting matters, governance topics, and clinical or regulatory disclosures.
The filing record also documents changes to certepetide commercialization rights, including the termination of a Greater China license and collaboration agreement related to research, development, and commercialization of the product candidate. These disclosures frame Lisata’s formal reporting around program development, partnership economics, public-company governance, and transaction-related capital structure matters.
Kuva Acquisition Corp., a subsidiary of Kuva Labs Inc., has amended its tender offer for all common shares of Lisata Therapeutics, Inc.. The offer price remains $4.00 in cash per share plus one contingent value right (CVR) per share, with each CVR providing for potential additional cash payments of up to $3.00 upon achievement of specified milestones, all subject to tax withholding.
The offer expiration has been extended to 11:59 p.m. New York City time on July 16, 2026. As of 12:45 p.m. on July 10, 2026, approximately 5,105,552 shares, or 55.98% of the 9,119,742 shares outstanding as of June 9, 2026, had been validly tendered and not withdrawn. Parent is pursuing non‑committed financing through up to $25.0 million of senior secured convertible notes and a $3.5 million simple agreement for future equity to help fund the transaction, and certain shareholders have agreed to roll over an aggregate of 866,038 shares into equity of the parent.
Lisata Therapeutics supplements its Schedule 14D-9 with additional disclosures about board deliberations, alternative proposals, fairness analyses and received demand letters relating to the proposed tender offer by Kuva Acquisition Corp. The Offer Price is stated as $4.00 per Common Share plus one CVR and less applicable withholding.
Lisata Therapeutics, Inc. recommends that holders accept a tender offer from Kuva Acquisition Corp. to acquire all outstanding common shares for $4.00 per share in cash plus one non-tradeable CVR that may pay $1.25 and $1.75 upon achievement of two clinical/regulatory milestones. The Offer will be followed by a short-form merger under Section 251(h) of the DGCL if closing conditions are met, including valid tenders representing a majority of shares outstanding as of June 8, 2026, and customary closing conditions and termination mechanics.
Kuva Acquisition Corp., a subsidiary of Kuva Labs Inc., launched a cash tender offer to acquire all outstanding common shares of Lisata Therapeutics, Inc. The Offer Price is $4.00 per share in cash plus one contingent value right (CVR) per share, with each CVR representing up to $3.00 of contingent cash payments tied to milestone achievement. The Company had 9,101,943 Common Shares outstanding as of June 8, 2026. The offer is made pursuant to the Merger Agreement and related amendments and is described in the Offer to Purchase dated June 10, 2026.
Lisata Therapeutics amended its merger agreement with Kuva Labs to adjust the planned tender offer for Lisata’s common stock. The amendment moves the offer commencement deadline to June 10, 2026 and extends the transaction “Outside Date” from July 1, 2026 to July 17, 2026, with a further extension to August 17, 2026 available if Kuva Labs pays a non‑refundable $1.5 million fee.
Lisata agreed to certain covenants not to sue and waivers of claims related to Kuva’s delayed offer launch and missed $250,000 interim operating payment, in exchange for staged payments of $150,000 on June 12, 2026 and $100,000 on June 26, 2026. These protections fall away if Kuva fails to make required payments or materially breaches the amendment. Kuva’s acquisition vehicle acknowledged that it does not yet have committed financing and agreed this is material information for Lisata stockholders that will be disclosed and updated in its tender offer filings.
Lisata Therapeutics disclosed preliminary communications regarding a planned tender offer by Kuva Acquisition Corp., a direct wholly owned subsidiary of Kuva Labs Inc., pursuant to an Agreement and Plan of Merger dated March 6, 2026. The communication states the tender offer has not yet commenced and that formal Schedule TO and Schedule 14D-9 materials will be filed if and when the offer is launched. Stockholders are directed to review the tender offer materials and the solicitation/recommendation statement when filed, and are told those materials will be made available free of charge on Lisata’s investor site and the SEC website.
Lisata Therapeutics, Inc. reports that Kuva Labs’ subsidiary, which agreed to launch a tender offer to acquire all Lisata common stock, did not commence the offer on June 1, 2026 as expected under the amended merger agreement. Parent is negotiating with potential financing sources and is reevaluating the timing of the tender offer, and there is no assurance that the offer will commence. The company highlights that, if the tender offer begins, investors will receive detailed tender offer materials and a related Lisata recommendation statement to help them decide whether to tender their shares.
Lisata Therapeutics disclosed preliminary communications about a planned tender offer and merger agreement with Kuva Acquisition Corp., a wholly owned subsidiary of Kuva Labs Inc. The parties reference an Agreement and Plan of Merger, dated March 6, 2026, and state the tender offer has not commenced. The communication is for informational purposes only and is not an offer or solicitation.
The filing says that, if the tender offer is commenced, Parent and Purchaser will file a Schedule TO and Lisata will file a Schedule 14D-9. The document includes a cautionary note on forward-looking statements and identifies an Exhibit 99.1 press release dated May 29, 2026.
Lisata Therapeutics, Inc. amended its merger agreement with Kuva Labs, changing the tender offer consideration structure for its common stock. The upfront cash component per share is reduced from $5.00 to $4.00, while the contingent value right now allows for up to $3.00 in milestone-based cash payments.
Each CVR can pay $1.25 upon a defined Phase 2a GBM trial milestone and $1.75 upon regulatory filing or acceptance of a marketing application for certepetide. The parties also extended the tender offer commencement deadline to June 1, 2026 and pushed the merger "Outside Date" to July 6, 2026.
Lisata Therapeutics reported a net loss of about $4.5 million for the quarter ended March 31 2026, slightly improved from the prior year period. Operating expenses fell to $4.9 million as research and development dropped 53.7% to $1.2 million after winding down the BOLSTER trial and cutting clinical staff.
General and administrative costs rose 15.2% to $3.7 million, mainly from legal and consulting fees related to a proposed acquisition by Kuva Labs. Lisata ended the quarter with $13.1 million in cash and cash equivalents and working capital of about $10.7 million, but management concluded there is substantial doubt about the company’s ability to continue as a going concern without new funding.
Lisata terminated its Qilu license for certepetide in Greater China, eliminating up to $200 million in potential milestones and future royalties from that deal. Under a signed merger agreement, Kuva plans a tender offer at $5.00 per share plus a $1.00 contingent value right tied to future regulatory success for certepetide, though the offer has been delayed and may not be completed.