Lisata Therapeutics (LSTA) tender offer extended as Kuva reports 64.67% tendered

Rhea-AI Filing Summary

Lisata Therapeutics, Inc. is the target of a cash tender offer by Kuva Acquisition Corp., a wholly owned subsidiary of Kuva Labs Inc., to purchase all outstanding common shares at $4.00 per share in cash plus one contingent value right (CVR) per share, with each CVR representing potential additional cash payments of up to $3.00 upon achievement of specified milestones.

The parties amended their Merger Agreement on July 16, 2026 to extend the Outside Date from July 17 to July 21, 2026, and the tender offer Expiration Time was extended to 11:59 p.m., New York City time, on July 20, 2026. As of 5:30 p.m. 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2026, approximately 5,897,848 shares, or 64.67% of the 9,119,742 shares outstanding, had been validly tendered and not withdrawn, and Kuva Labs and Kuva Acquisition expect to consummate the offer promptly after expiration, subject to remaining conditions.

Key Figures

Cash offer price: $4.00 per Common Share Maximum CVR payments: up to an aggregate of $3.00 per CVR Shares tendered: 5,897,848 Common Shares +4 more

7 metrics

Cash offer price $4.00 per Common Share Net to the seller in cash, without interest, as part of the Offer Price

Maximum CVR payments up to an aggregate of $3.00 per CVR Contingent cash payments per CVR upon achievement of specified milestones

Shares tendered 5,897,848 Common Shares Validly tendered and not withdrawn as of 5:30 p.m. on July 15, 2026

Tendered percentage 64.67% Portion of 9,119,742 Common Shares outstanding as of July 15, 2026

Shares outstanding 9,119,742 Common Shares Outstanding Lisata common shares as of July 15, 2026

Extended Expiration Time 11:59 p.m., New York City time, on July 20, 2026 New expiration of the tender offer, extended from July 16, 2026

Extended Outside Date July 21, 2026 Merger Agreement Outside Date extended from July 17, 2026

Key Terms

contingent value right, CVR Agreement, Expiration Time, Outside Date, +1 more

5 terms

contingent value right financial

"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.

CVR Agreement financial

"subject to the achievement of the Milestones (as defined in the CVR Agreement)"

A CVR agreement is a contract that gives holders the right to receive a future payment or other benefit if specific milestones or outcomes are met after a corporate deal, such as regulatory approval, sales targets, or trial results. For investors it matters because a CVR can add potential upside or create extra risk separate from the stock itself—like holding a coupon that only pays out if a promised event actually happens—so its terms and likelihood of payout affect valuation and investment decisions.

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"

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

"Amendment to Agreement and Plan of Merger, dated July 16, 2026"

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 - 06:05 AM Accepted by SEC EDGAR 07/17/2026 - 06:01 AM Learn about SEC filing dates

FAQ

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

The offer provides $4.00 in cash per Lisata common share plus one CVR. Each CVR carries the right to receive up to an additional $3.00 in cash if specified milestones under the CVR Agreement are achieved.

How many Lisata (LSTA) shares have been tendered into Kuva’s offer so far?

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

When does the extended tender offer for Lisata (LSTA) now expire?

The Expiration Time of the offer has been extended to 11:59 p.m., New York City time, on July 20, 2026, unless further extended or earlier terminated in accordance with the Merger Agreement terms.

What is the Outside Date in the Lisata (LSTA) Merger Agreement with Kuva?

On July 16, 2026, Lisata, Kuva Acquisition Corp., and Kuva Labs Inc. amended their Merger Agreement to extend the Outside Date from July 17, 2026 to July 21, 2026, allowing more time to complete the transaction.

Who are the parties involved in the tender offer for Lisata (LSTA)?

The offer is being made by Kuva Acquisition Corp., a direct wholly owned subsidiary of Kuva Labs Inc., to acquire all outstanding common shares of Lisata Therapeutics, Inc. under a Merger Agreement and related CVR Agreement.

What conditions remain before the Lisata (LSTA) tender offer can be completed?

Kuva Labs Inc. and Kuva Acquisition Corp. state that they expect the offer to be consummated promptly after the July 20, 2026 expiration, subject to satisfaction of remaining conditions specified in the Merger Agreement governing the transaction.

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

(Amendment No. 2)

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: (917) 202-1954

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

Copies to:

Anne G. Peetz

Reed Smith LLP

1221 McKinney Street

Houston, Texas 77010

Telephone: (713) 469-3800

☒
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: $4,443.40			Filing Party:  Lisata Therapeutics, Inc. / Kuva Labs Inc.
Form or Registration No.: Schedule TO-T			Date Filed: June 10, 2026

 ☐
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 Amendment No. 2 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on June 10, 2026 (together with any subsequent 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”), and Parent. The Schedule TO relates to the offer by Purchaser to purchase all of the outstanding shares of common stock, par value $0.001 per share (the “Common Shares”), of Lisata Therapeutics, Inc., a Delaware corporation (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 contingent cash payments of 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”), 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, which are annexed to and filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively.

All information contained in the Offer to Purchase (including Schedule I to the Offer to Purchase) is hereby expressly incorporated by reference herein in response to Items 1 through 9 and Item 11 of this Schedule TO and is supplemented by the information specifically provided in this Amendment, except as otherwise set forth below. Except as otherwise set forth in this Amendment, the information in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO.

Items 1 through 9 and Item 11.

The Offer to Purchase and Items 1 through 9 and Item 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as set forth below. Page references below are to the Offer to Purchase as originally filed.

Section 10—“Background of the Offer; Past Contacts or Negotiations with the Company” of the Offer to Purchase is hereby amended and supplemented by adding the following paragraphs at the end thereof:

“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.”

The Cover Page, the “Introduction” and Section 1 — “Terms of the Offer”

The Offer to Purchase and the related Letter of Transmittal are hereby amended and supplemented to reflect that the Expiration Time of the Offer has been extended, as follows:

“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.”

Amendments to the Offer to Purchase and Exhibits to the Schedule TO

Accordingly, all references to “11:59 p.m., New York City time, on July 16, 2026” set forth in the Offer to Purchase (Exhibit (a)(1)(A)), the Letter of Transmittal (Exhibit (a)(1)(B)), the Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (Exhibit (a)(1)(C)), the Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (Exhibit (a)(1)(D)) and the Form of Notice of Guaranteed Delivery (Exhibit (a)(1)(E)) are hereby amended and replaced with “11:59 p.m., New York City time, on July 20, 2026.”

Item 12. Exhibits

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

Exhibit No.			Description
(d)(13)			Amendment to Agreement and Plan of Merger, dated July 16, 2026, by and among Parent, Purchaser, and the Company

*
Filed herewith

SIGNATURES

After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: July 16, 2026

			KUVA ACQUISITION CORP.
			By:			/s/ Mark Land
						Name:			Mark Land
						Title:			President
			KUVA LABS INC.
			By:			/s/ Mark Land
						Name:			Mark Land
						Title:			Chief Executive Officer