Lisata Therapeutics (LSTA) extends Kuva tender offer as 64.7% of shares tendered

Rhea-AI Filing Summary

Lisata Therapeutics, Inc. reports updated information on the tender offer by Kuva Acquisition Corp., a subsidiary of Kuva Labs Inc., to purchase all outstanding common shares. The offer price consists of $4.00 in cash per share plus one contingent value right (CVR) per share, with each CVR representing contractual rights to up to $3.00 in contingent cash payments upon achievement of specified milestones, in each case net to the seller in cash and less any applicable tax withholding.

The offer’s Expiration Time has been extended to 11:59 p.m. New York City time on July 20, 2026. As of 5:30 p.m. New York City time on July 15, 2026, approximately 5,897,848 shares, or 64.67% of the 9,119,742 shares outstanding, had been validly tendered and not withdrawn. Parent and Purchaser expect the offer to be consummated promptly after expiration, subject to remaining conditions in the Merger Agreement, which has been amended to extend the Outside Date to July 21, 2026.

Key Figures

Cash consideration per share: $4.00 per Common Share Maximum CVR payments: $3.00 per CVR Shares tendered: 5,897,848 Common Shares +4 more

7 metrics

Cash consideration per share $4.00 per Common Share Cash portion of the Offer Price, net to the seller, without interest

Maximum CVR payments $3.00 per CVR Aggregate potential contingent cash payments per CVR upon achievement of milestones

Shares tendered 5,897,848 Common Shares Validly tendered and not withdrawn as of 5:30 p.m. NY time on July 15, 2026

Percentage of shares tendered 64.67% Portion of outstanding Common Shares tendered as of July 15, 2026

Shares outstanding 9,119,742 Common Shares Shares outstanding as of July 15, 2026, used for tender percentage

Extended Expiration Time 11:59 p.m. NY time on July 20, 2026 New Expiration Time for the offer after July 16, 2026 extension

Outside Date July 21, 2026 Outside Date under the Merger Agreement after amendment from July 17, 2026

Key Terms

contingent value right, Tender Offer Statement, Offer to Purchase, Expiration Time, +2 more

6 terms

contingent value right financial

"plus (ii) one contingent value right (each, a “CVR”), which represents the contractual right"

A contingent value right is a special security that gives its holder the right to receive one or more future payments only if specified events happen, such as a product reaching a sales target or getting regulatory approval. It matters to investors because it offers potential extra payout tied to uncertain outcomes—like a bet that a project will succeed—so it can add upside to a deal while also carrying extra risk and valuation uncertainty.

Tender Offer Statement regulatory

"relating to the Tender Offer Statement on Schedule TO filed with the SEC"

A tender offer statement is the formal document that explains the details of a public proposal to buy shareholders’ stock at a specific price and under set conditions. It lists who is making the offer, the price and timing, how the purchase will be funded, and any conditions or risks, so shareholders can decide whether to sell. Think of it as a clear flyer for a buyout that tells investors what’s being offered and why it matters to their holdings.

Offer to Purchase regulatory

"upon the terms and subject to the conditions set forth in the Offer to Purchase dated June 10, 2026"

An offer to purchase is a formal proposal from one party to buy a specific amount of shares or assets from another party at a set price. It matters to investors because it signals interest in acquiring ownership and can influence the value or control of a company. Think of it as someone putting forward a clear, serious offer to buy something they find valuable.

Expiration Time regulatory

"extended the Expiration Time until 11:59 p.m., New York City time, on July 20, 2026"

Expiration time is the specific moment when a financial contract, option, future, warrant or a standing order stops being valid and its rights or obligations end. It matters to investors because it sets the final deadline to exercise rights, close positions or have an order executed; like a concert ticket that becomes worthless after the show, missing that moment can erase potential gains or create unexpected losses.

Outside Date regulatory

"amendment to the Merger Agreement to extend the Outside Date from July 17, 2026 to July 21, 2026"

An outside date is the final contractual deadline by which a planned deal—such as a merger, acquisition, or financing—must be completed; if the transaction hasn’t closed by that date, parties typically gain the right to walk away or trigger agreed remedies. It matters to investors because it sets a clear timetable for when uncertainty should end, and approaching or missing the outside date can raise the chance of deal failure, renegotiation, or changes to valuation.

Merger Agreement regulatory

"as permitted by the Merger Agreement. On July 16, 2026, Purchaser, Parent, and the Company"

A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.

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

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Available on EDGAR 07/17/2026 - 06:57 AM Accepted by SEC EDGAR 07/17/2026 - 06:56 AM Learn about SEC filing dates

FAQ

What are the key terms of the Kuva tender offer for Lisata Therapeutics (LSTA)?

The offer provides $4.00 in cash per common share plus one CVR per share. Each CVR entitles holders to receive up to $3.00 in contingent cash payments if specified milestones are achieved.

How many Lisata Therapeutics (LSTA) shares have been tendered so far?

As of 5:30 p.m. New York City time on July 15, 2026, approximately 5,897,848 common shares had been validly tendered and not withdrawn, representing 64.67% of the 9,119,742 shares outstanding.

What is the new expiration time of the Lisata (LSTA) tender offer?

The Purchaser has extended the Expiration Time to 11:59 p.m. New York City time on July 20, 2026. The offer may be further extended or earlier terminated as permitted by the Merger Agreement.

What is the maximum potential value of the CVR in the Lisata (LSTA) transaction?

Each CVR represents the right to receive up to $3.00 in contingent cash payments. These payments are subject to achieving defined milestones under the CVR Agreement with a rights agent selected by Kuva Labs Inc.

How many Lisata Therapeutics (LSTA) shares were outstanding for the tender offer calculation?

There were 9,119,742 common shares outstanding as of July 15, 2026. The approximately 5,897,848 shares tendered at that time represented 64.67% of these outstanding shares.

What change was made to the Merger Agreement involving Lisata (LSTA) on July 16, 2026?

On July 16, 2026, the Parent, Purchaser, and Lisata entered into an amendment to the Merger Agreement extending the Outside Date from July 17, 2026 to July 21, 2026.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

(Rule 14d-101)

Solicitation/Recommendation Statement

Under Section 14(d)(4) of the Securities Exchange Act of 1934

(Amendment No. 3)

Lisata Therapeutics, Inc.

(Name of Subject Company)

Lisata Therapeutics, Inc.

(Name of Person Filing Statement)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

128058302

(CUSIP Number of Class of Securities)

David J. Mazzo, Ph.D.

Chief Executive Officer

Lisata Therapeutics, Inc.

P.O. Box 173, Liberty Corner,

New Jersey 07938

(908) 841-0100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications

on Behalf of the Person Filing Statement)

With copies to:

Jeffrey P. Schultz, Esq.

Mintz Levin Cohn Ferris Glovsky & Popeo, P.C.

919 Third Avenue

New York, NY 10022

(212) 935-3000

☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

This Amendment No. 3 (this “Amendment”) to Schedule 14D-9 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 previously filed by Lisata Therapeutics, Inc., a Delaware corporation (the “Company”), with the U.S. Securities and Exchange Commission (the “SEC”) on June 10, 2026, (as amended or supplemented from time to time, the “Schedule 14D-9”), relating to the Tender Offer Statement on Schedule TO filed with the SEC on June 10, 2026 (together with any amendments and supplements thereto, the “Schedule TO”) by Kuva Acquisition Corp., a Delaware corporation (“Purchaser”) and a direct wholly owned subsidiary of  Kuva Labs Inc., a Delaware corporation (“Parent”).  The Schedule TO relates to the tender offer by Purchaser to purchase all of the outstanding shares of common stock, par value, $0.001 per share (the “Common Shares”), of the Company, at a purchase price of (i) $4.00 per Common Share, net to the seller in cash, without interest (the “Closing Amount”), plus (ii) one contingent value right (each, a “CVR”), which represents the contractual right to receive two contingent cash payments up to an aggregate of $3.00 per CVR subject to the achievement of the Milestones (as defined in the CVR Agreement), in accordance with the terms and subject to the conditions of a contingent value rights agreement (the “CVR Agreement”) to be entered into with a rights agent selected by Parent and reasonably acceptable to the Company (the “Rights Agent”) at the time provided for in the CVR Agreement, net to the seller in cash, without interest (the Closing Amount plus one CVR, collectively, or any higher amount per Common Share paid pursuant to the Offer, the “Offer Price”) and less any applicable tax withholding, upon the terms and subject to the conditions set forth in the Offer to Purchase dated June 10, 2026 (together with any amendments or supplements thereto, the “Offer to Purchase”), and in the accompanying Letter of Transmittal, copies of which were incorporated by reference into the Schedule 14D-9 as Exhibits (a)(1)(A) and (a)(1)(B), respectively (which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, collectively constitute the “Offer”). The Offer is described in the Schedule TO.  Capitalized terms used and not defined herein shall have the meanings given to such terms in the Schedule 14D-9. This Amendment is being filed to reflect certain updates as reflected below.

Except as otherwise set forth below, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated by reference as relevant to the items in this Amendment. Capitalized terms used and not defined herein shall have the meanings given to such terms in the Schedule 14D-9. This Amendment is being filed to reflect certain updates as reflected below.

Item 8. Additional Information.

“Item 8. Additional Information” of the Schedule 14D-9 is hereby amended and supplemented by adding the following at the end of Item 8 of the Schedule 14D-9:

“On July 16, 2026, Purchaser extended the Expiration Time until 11:59 p.m., New York City time, on July 20, 2026, unless the Offer is further extended or earlier terminated as permitted by the Merger Agreement. The Offer was previously scheduled to expire at 11:59 p.m., New York City time, on July 16, 2026.

Equiniti Trust Company, LLC, the depositary for the Offer, has advised Purchaser that, as of 5:30 p.m., New York City time, on July 15, 2026, approximately 5,897,848 Common Shares have been validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 64.67% of the 9,119,742 Common Shares outstanding as of July 15, 2026 (the most recent practicable date).

Parent and Purchaser expect the Offer will be consummated promptly following the expiration of the Offer (as hereby extended), subject to the satisfaction of the remaining conditions to the consummation of the Offer set forth in the Merger Agreement.

On July 16, 2026, Purchaser, Parent, and the Company entered into an amendment to the Merger Agreement to extend the Outside Date from July 17, 2026 to July 21, 2026.”

Item 9.
Exhibits.

Exhibit No.		Description
(e)(1)(F)*		Amendment to Agreement and Plan of Merger, dated July 16, 2026, by and among Parent Purchaser and the Company

*Filed herewith.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Lisata Therapeutics, Inc.
By:	/s/ David J. Mazzo
	Name: David J. Mazzo, PhD
	Title: President and Chief Executive Officer
Dated: July 17, 2026