Lisata discloses planned tender offer tied to March 6, 2026 merger

Rhea-AI Filing Summary

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.

Insights

M&A Counsel

Preliminary tender-offer communications anchored to a March 6, 2026 merger agreement; offer not yet commenced.

The filing confirms an Agreement and Plan of Merger, dated March 6, 2026, between Lisata, Purchaser and Parent and states the tender offer has not commenced. It emphasizes that the communication is informational and that formal tender-offer materials will be filed upon commencement.

Key legal conditions and closing contingencies are noted as risks verbatim (for example, the possibility of termination fees and litigation). Timing and commencement remain subject to the parties' future filings and conditions.

Corporate Finance

This is an early-stage, non-actionable disclosure of a planned transaction; no pricing, consideration, or commencement timetable is provided.

The communication does not state consideration, number of shares to be tendered, or proceeds; it directs that a Schedule TO and a Schedule 14D-9 will be filed if the tender offer is launched. No cash‑flow treatment or material financial terms are disclosed in the excerpt.

Investor-relevant milestones cited in the filing include the date of the merger agreement (March 6, 2026) and an exhibit press release (May 29, 2026); subsequent SEC filings will supply transaction economics if and when filed.

Key Figures

Cusip: 128058302 Par value: $0.001 per share Merger agreement date: March 6, 2026 +1 more

4 metrics

Cusip 128058302 Common Stock class identifier

Par value $0.001 per share Common Stock, $0.001 Par Value Per Share

Merger agreement date March 6, 2026 Agreement and Plan of Merger date

Press release date May 29, 2026 Exhibit 99.1 press release issued by Parent

Key Terms

Tender offer, Schedule TO, Schedule 14D-9, Contingent Value Right (CVR)

4 terms

Tender offer regulatory

"relates solely to preliminary communications made before the commencement of a planned tender offer"

A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.

Schedule TO regulatory

"At the time the tender offer is commenced, Parent and Purchaser will cause to be filed a tender offer statement on Schedule TO"

A phrase indicating that a company plans or intends to hold an event, publish information, or take an action at a specified future time, but that the timing is not guaranteed and may change. For investors it signals an expected milestone—like an earnings call, product launch, or filing—so think of it as a calendar note rather than a firm promise; timing shifts can affect trading, expectations, and planning.

Schedule 14D-9 regulatory

"Lisata will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer"

Schedule 14D-9 is a filing with the U.S. Securities and Exchange Commission in which a company publicly states its response and recommendation to an outside bid to buy its shares (a tender offer). Think of it as the company’s advisory note to shareholders explaining whether to sell, keep, or seek alternatives, and why, with facts and reasoning. Investors rely on it to gauge management’s view of the offer’s fairness and the likely impact on value and strategy.

Contingent Value Right (CVR) financial

"the possibility that the milestone payment related to the CVR will never be achieved"

A contingent value right (CVR) is a short-term claim given to shareholders as part of a corporate deal that pays out only if specific future milestones or targets are met, such as regulatory approval or sales thresholds. Think of it like a coupon that becomes redeemable only if the company clears a stated hurdle; it matters to investors because it preserves potential upside from uncertain outcomes while also carrying extra risk and separate market value from the main stock.

FAQ

What does Lisata Therapeutics (LSTA) disclose about the proposed merger with Kuva Labs?

Lisata states it is party to an Agreement and Plan of Merger dated March 6, 2026. The filing is a preliminary communication and says the tender offer has not commenced; formal tender documents will be filed if launched.

Has the tender offer for Lisata shares begun?

No. The filing explicitly states the tender offer has not commenced and this communication is informational only; Parent and Purchaser will file a Schedule TO if and when the offer is launched.

Where will Lisata stockholders find official tender offer materials?

If the tender offer is commenced, Lisata and Purchaser will file required documents with the SEC and send materials free of charge to stockholders; filings will be available at www.sec.gov and https://ir.lisata.com.

Does the filing disclose the consideration or price in the proposed transaction?

No. The excerpt contains no pricing, consideration, or number of shares to be tendered. The filing states that the tender offer materials, if filed, will contain the material economic terms.

Are there known risks or conditions to completing the transaction?

Yes. The filing lists risks including timing of commencement, closing conditions, competing offers, possible termination fees, litigation risk, and regulatory and clinical-development uncertainties affecting Lisata.

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

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Accepted by SEC EDGAR 05/29/2026 - 05:28 PM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

LISATA THERAPEUTICS, INC.

(Name of Subject Company (Issuer))

KUVA ACQUISITION CORP.

(Offeror)

A direct wholly owned subsidiary of

KUVA LABS INC.

(Parent of Offeror)

(Names of Filing Persons (identifying status as offeror, issuer or other person))

Common Stock, $0.001 Par Value Per Share

(Title of Class of Securities)

128058302

(Cusip Number of Class of Securities)

Mark Land

1980 Post Oak Blvd, Suite 100,

Houston, Texas 77056

Telephone: (713) 510-3917

(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)

Copies to:

Edwin O’Connor

Goodwin Procter LLP

The New York Times Building

620 Eighth Avenue

New York, NY 10018

Telephone: (212) 813-8800

 ☐ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

Amount Previously Paid: N/A			Filing Party: N/A
Form or Registration No.: N/A			Date Filed: N/A

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

Check the appropriate boxes below to designate any transactions to which the statement relates:

☒			Third-party tender offer subject to Rule 14d-1.
☐			Issuer tender offer subject to Rule 13e-4.
☐			Going-private transaction subject to Rule 13e-3.
☐			Amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

☐			Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
☐			Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This Tender Offer Statement on Schedule TO relates solely to preliminary communications made before the commencement of a planned tender offer by Kuva Acquisition Corp., a Delaware corporation (“Purchaser”) and a direct wholly-owned subsidiary of Kuva Labs Inc., a Delaware corporation (“Parent”), for all of the issued and outstanding shares of common stock of Lisata Therapeutics, Inc., a Delaware corporation (the “Company” or “Lisata”), pursuant to the Agreement and Plan of Merger, dated as of March 6, 2026 (as it may be amended, supplemented or modified from time to time, the “Merger Agreement”), among Parent, Purchaser and the Company.

Additional Information and Where to Find It

The tender offer referred to in this communication has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares, nor is it a substitute for the tender offer materials that Parent and Purchaser will file with the SEC upon commencement of the tender offer, if commenced at all. At the time the tender offer is commenced, if commenced at all, Parent and Purchaser will cause to be filed a tender offer statement on Schedule TO with the SEC, and Lisata will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer.

THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION AND THE PARTIES THERETO IF AND WHEN SUCH TENDER OFFER MATERIALS AND SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 ARE FILED WITH THE SEC. INVESTORS AND STOCKHOLDERS OF LISATA ARE URGED TO READ THESE DOCUMENTS CAREFULLY IF AND WHEN THEY BECOME AVAILABLE (AND EACH AS IT MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR COMMON SHARES IN THE TENDER OFFER IF COMMENCED.

Both the tender offer statement and the solicitation/recommendation statement will be sent free of charge to all of Lisata’s stockholders if the tender offer is commenced. A free copy of the tender offer statement and the solicitation/recommendation statement will also be made available to all stockholders of Lisata, if the tender offer is commenced, by accessing https://ir.lisata.com or by contacting Investor Relations at (908) 842-0084. In addition, if the tender offer is commenced, the tender offer statement and the solicitation/recommendation statement (and all other documents filed with the SEC) will be available at no charge on the SEC’s website: www.sec.gov, upon filing with the SEC.

LISATA’S STOCKHOLDERS ARE ADVISED TO READ THE SCHEDULE TO AND THE SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE TENDER OFFER, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES THERETO.

Cautionary Note Regarding Forward-Looking Statements

This communication includes forward-looking statements that are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements, including, without limitation, statements regarding the proposed acquisition of Lisata by Parent, the expected timetable for commencing or completing the transaction, if at all, and Lisata’s future financial or operating performance. These forward-looking statements typically can be identified by words such as “believe,” “expect,” “estimate,” “predict,” “target,” “potential,” “likely,” “continue,” “will,” “ongoing,” “could,” “should,” “intend,” “may,” “might,” “plan,” “seek,” “anticipate,” “project” and similar expressions, as well as variations or negatives of these words. Forward-looking statements include, without limitation, statements regarding the proposed acquisition of Lisata by Parent, similar transactions, prospective performance, future plans, events, expectations, objectives, opportunities, and the outlook for Lisata; the expected timing of the commencement or completion of the transaction, if at all; the ability to complete the transaction considering the various closing conditions; and the accuracy of any assumptions underlying any of the foregoing. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties; accordingly, investors are cautioned not to place undue reliance on forward-looking statements. Actual results may differ materially due to several factors. Factors that could cause future

results to differ materially include: risks associated with the timing of the commencement of the tender, including the risk that Parent may not commence the tender offer promptly or at all; risks associated with the timing of the closing of the proposed transaction, including the risks that a condition to closing would not be satisfied within the expected timeframe or at all or that the closing of the proposed transaction will not occur; uncertainties as to how many of Lisata’s stockholders will tender their shares in the offer; the possibility that competing offers will be made; the occurrence of any event, change, or other circumstance that could give rise to the termination of the Merger Agreement, including circumstances requiring the Parent or the Company to pay a termination fee pursuant to the Merger Agreement and circumstances affecting the ability of such party to make such payment; the outcome of any legal proceedings that may be instituted by or against the parties and others related to the Merger Agreement; unanticipated difficulties or expenditures relating to the proposed transaction; the response of business partners to the announcement of the proposed transaction, and/or potential difficulties in employee retention as a result of the announcement and pendency of the proposed transaction; the possibility that the milestone payment related to the CVR will never be achieved and that no milestone payment may be made; the risk that any stockholder litigation in connection with the proposed transactions may result in significant costs of defense, indemnification and liability; Lisata’s ability to successfully demonstrate the efficacy and safety of its product candidates, and the preclinical or clinical results for its product candidates, which may not support further development of such product candidates; comments, feedback and actions of regulatory agencies; Lisata’s dependence on the successful clinical development, regulatory approval and commercialization of its product candidates; the inherent uncertainties associated with developing new products or technologies and operating as clinical stage company; the Company’s cash sufficiency and runway; and other risks identified in Lisata’s SEC filings, including its Annual Report on Form 10-K for the year ended December 31, 2025 and subsequent filings with the SEC. Lisata cautions you not to place undue reliance on any forward-looking statements, which speak only as of the date they are made. The forward-looking statements in this communication speak only as of the date of this communication. Lisata undertakes no obligation to update any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as may be required by applicable law.

Item 12. Exhibits

Exhibit No.			Description
Exhibit 99.1			Press Release, issued by Parent on May 29, 2026.