Lisata Therapeutics (LSTA) holders see Kuva offer extended as over 5.1M shares tendered

Rhea-AI Filing Summary

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5,105,552 shares, or 55.98% of the 9,119,742 shares outstanding as of June 9, 2026, had been validly tendered and not withdrawn.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.

Insights

M&A and Capital Structure Analyst

Tender offer extended with partial tenders in and non‑committed financing outlined.

The amendment shows Kuva Acquisition Corp. has gathered control-level support, with about 55.98% of Lisata shares tendered out of 9,119,742 outstanding as of June 9, 2026. The offer combines $4.00 cash per share with a CVR that can pay up to $3.00 more if milestones under the CVR Agreement are met, shifting part of the value into contingent upside.

Financing relies on a $25.0 million non‑binding indication for senior secured convertible notes at 15.0% PIK interest plus sizeable exit economics, and a $3.5 million simple agreement for future equity at an 80% discount rate. The note LOI is explicitly non‑committed and subject to due diligence and definitive documentation, so funding is not yet locked in.

Rollover agreements cover 1,216,021 shares, with 866,038 designated as Rollover Shares contributed into the parent, aligning those holders with the post‑merger entity. The offer now expires at 11:59 p.m. on July 16, 2026, after which Kuva Labs and the purchaser expect to close, assuming remaining conditions in the merger agreement are satisfied.

Key Figures

Cash Offer per Share: $4.00 per Common Share Maximum CVR Payout: up to $3.00 per CVR Shares Tendered: 5,105,552 Common Shares +6 more

9 metrics

Cash Offer per Share $4.00 per Common Share Closing Amount payable in cash per Lisata share in the offer

Maximum CVR Payout up to $3.00 per CVR Aggregate contingent cash payments per CVR upon achievement of milestones

Shares Tendered 5,105,552 Common Shares Validly tendered and not withdrawn as of 12:45 p.m., July 10, 2026

Tendered Percentage 55.98% Portion of 9,119,742 shares outstanding as of June 9, 2026, tendered into the offer

Offer Expiration 11:59 p.m., July 16, 2026 New expiration time for the tender offer, New York City time

Convertible Notes Size up to $25.0 million Aggregate amount of senior secured convertible notes under the Non-Binding LOI

Notes Interest Rate 15.0% per annum PIK interest rate on the funded balance of the senior secured convertible notes

Investor SAFE Amount $3.5 million Purchase amount to be paid by ER Trust under the Investor SAFE after merger closing

Rollover Shares 866,038 shares Total Lisata shares designated as Rollover Shares under support agreements

Key Terms

contingent value right, simple agreement for future equity, PIK, senior secured convertible notes, +1 more

5 terms

contingent value right financial

"one contingent value right (each, a “CVR”), which represents the contractual right to receive contingent cash payments"

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.

simple agreement for future equity financial

"Parent has entered into a simple agreement for future equity, dated May 30, 2026 (the “Investor SAFE”)"

A simple agreement for future equity is an investment contract that gives an investor the right to receive company shares at a later financing event or sale instead of getting shares immediately. Think of it like a voucher that converts into ownership once the company’s value is formally set; it matters to investors because it fixes how and when ownership is awarded, affects how much of the company they ultimately own, and influences dilution and return potential.

PIK financial

"The Notes would bear interest at a rate of 15.0% per annum, payable in kind (“PIK”), on the funded balance"

Payment In Kind (PIK) refers to interest or dividends paid with additional securities instead of cash. The company adds interest to the principal or issues more bonds/shares rather than paying cash. PIK conserves cash short-term but is riskier as debt compounds over time.

senior secured convertible notes financial

"the Note Investor would purchase from Parent senior secured convertible notes (the “Notes”) in an aggregate amount"

A senior secured convertible note is a loan a company issues that sits near the top of its repayment order (senior), is backed by specific assets as collateral (secured), and can be swapped into company shares later (convertible). For investors this matters because it combines lower risk of repayment and legal protection from the collateral with the upside of converting into equity—so it affects both the safety of debt holders and potential dilution for shareholders.

Rollover Shares financial

"the number of Rollover Shares to be contributed by such Rollover Stockholder to Parent at the Exchange Time"

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

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Available on EDGAR 07/10/2026 - 05:21 PM Accepted by SEC EDGAR 07/10/2026 - 05:20 PM Learn about SEC filing dates

FAQ

What is Kuva’s tender offer price for Lisata Therapeutics (LSTA) shares?

The offer price is $4.00 in cash per Lisata common share plus one contingent value right (CVR) per share, which may pay up to an additional $3.00 in cash if specified milestones are achieved.

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

As of 12:45 p.m., July 10, 2026, approximately 5,105,552 shares of Lisata common stock had been validly tendered and not withdrawn, representing about 55.98% of the 9,119,742 shares outstanding as of June 9, 2026.

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

The expiration time has been extended to 11:59 p.m., New York City time, on July 16, 2026, unless the offer is further extended or earlier terminated in accordance with the merger agreement.

How is Kuva Labs planning to finance the Lisata (LSTA) acquisition?

Kuva Labs has a non‑binding indication for up to $25.0 million of senior secured convertible notes at 15.0% PIK interest, plus an Investor SAFE under which $3.5 million will convert into Kuva equity after the merger at an 80% discount rate.

What are the key terms of the contingent value right in the Lisata (LSTA) deal?

Each Lisata share receives one CVR, representing the right to receive contingent cash payments of up to an aggregate of $3.00 per CVR, subject to achieving milestones defined in the CVR Agreement.

How many Lisata (LSTA) shares are subject to rollover agreements with Kuva?

Rollover stockholders have agreements covering 1,216,021 Lisata shares, of which 866,038 are designated as Rollover Shares to be contributed to Kuva Labs at the exchange time.

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. 1)

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.
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. 1 (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 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 11.

The Offer to Purchase and Items 1 through 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.

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 10, 2026, Purchaser has extended the Expiration Time until 11:59 p.m., New York City time, on July 16, 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 10, 2026.

Equiniti Trust Company, LLC, the depositary for the Offer, has advised Purchaser that, as of 12:45 p.m., New York City time, on July 10, 2026, approximately 5,105,552 Common Shares have been validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 55.98% of the 9,119,742 Common Shares outstanding as of June 9, 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 10, 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 16, 2026.”

Section 2 — “Acceptance for Payment and Payment for Shares” (page 16)

The first paragraph of the section of the Offer to Purchase captioned Section 2 — “Acceptance for Payment and Payment for Shares” is hereby amended and supplemented by deleting the phrase “as promptly as practicable after the Acceptance Time” in the first sentence thereof and replacing it with “promptly after the Acceptance Time.” As so amended, the first sentence of the first paragraph of Section 2 reads in its entirety as follows:

“Subject to the terms of the Offer and the Merger Agreement and the satisfaction or waiver of the Offer Conditions set forth in Section 15 — “Conditions of the Offer,” we will accept for payment and pay for all Common Shares validly tendered and not validly withdrawn pursuant to the Offer promptly after the Acceptance Time (as defined in Section 11 — “The Merger Agreement”).”

Section 9 — “Source and Amount of Funds” (page 28) and Section 11 — “The Merger Agreement; Other Agreements” (pages 57 and 65)

(a) Section 9 — “Source and Amount of Funds” of the Offer to Purchase is hereby amended and supplemented by amending and restating in their entirety the paragraph that begins “In particular, Parent has entered into a non-binding indication of interest…” and the paragraph that begins “Parent has entered into a simple agreement for equity with an investor…” to read as follows:

“Parent has entered into a non-binding indication of interest, dated June 2, 2026 (the “Non-Binding LOI”), with a proposed investor (the “Note Investor”), pursuant to which the Note Investor would purchase from Parent senior secured convertible notes (the “Notes”) in an aggregate amount equal to the lesser of $25.0 million and 100% of the cash equity raised by Parent in connection with the Merger, prior to the Closing, solely for the purpose of allowing Parent and/or Purchaser to fully fund the payment of the Closing Amount in respect of each Common Share validly tendered and accepted in the Offer, the cash portion of the Merger Consideration (excluding the portion of the Merger Consideration that would otherwise be payable in respect of the Rollover Shares), any other amounts required to be paid by Parent or Purchaser at Closing in connection with the consummation of the Transactions, and the payment of any fees and expenses of or payable by Parent, Purchaser or the Surviving Corporation in connection with the foregoing, in each case subject to the negotiation and execution of definitive documentation. The Notes would bear interest at a rate of 15.0% per annum, payable in kind (“PIK”), on the funded balance, plus an exit fee equal to 100% of the funded balance plus 50% of the undrawn balance (with PIK interest being deducted from any exit fee). The Notes would have a term of five years from the date of the Merger, and the Note Investor would have the right to cause the Notes to mature early after one year. The Notes would be a first lien secured obligation of Parent, secured by a perfected security interest in substantially all of the assets of Parent and its guarantors, and would be convertible into common stock of Parent. At the closing of the financing, the Note Investor would receive penny warrants to purchase common shares of Parent equal to 10% of the number of shares underlying the Notes, with a term of ten years. The closing of the Notes would be conditioned on Parent raising a minimum of $20.0 million of new equity. The shares underlying the Notes would have customary registration rights, and the Note Investor would have the right to participate in up to 25% of any subsequent financing of Parent for a period of three years following the closing of the financing. The Non-Binding LOI does not constitute committed capital and is not binding on the parties, and the purchase of the Notes remains subject to the completion of due diligence, the negotiation and execution of definitive documentation and other customary conditions. There can be no assurance that any financing with the Note Investor will be obtained.

Parent has entered into a simple agreement for future equity, dated May 30, 2026 (the “Investor SAFE”), with ER Trust (the “SAFE Investor”), pursuant to which the SAFE Investor has agreed to pay Parent a purchase amount of $3.5 million, following the completion of the Merger. Pursuant to the Investor SAFE, the purchase amount would convert into equity securities of Parent upon the occurrence of the events specified therein at a discount rate of 80%. The obligations of the SAFE Investor under the Investor SAFE are subject to the closing of the Merger. The foregoing description of the Investor SAFE does not purport to be complete and is qualified in its entirety by reference to the full text of the Investor SAFE, which is filed as Exhibit (b)(1) to the Schedule TO and is incorporated herein by reference.”

(b) Section 11 — “The Merger Agreement; Other Agreements” of the Offer to Purchase is hereby amended and supplemented as follows:

(i) Section 11 is hereby further amended and supplemented by adding the following new subsection captioned “Investor SAFE” immediately following the subsection captioned “Non-Binding LOI”:

“Investor SAFE

Parent has entered into a simple agreement for future equity, dated May 30, 2026 (the “Investor SAFE”), with ER Trust (the “SAFE Investor”), pursuant to which the SAFE Investor has agreed to pay Parent a purchase amount of $3.5 million, which is subject to the closing of the Merger. Pursuant to the Investor SAFE, the purchase amount would convert into equity securities of Parent upon the occurrence of the events specified therein at a discount rate of 80%. The foregoing summary of the material terms of the Investor SAFE is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Investor SAFE, which is filed as Exhibit (b)(1) to the Schedule TO and is incorporated herein by reference.”

Section 11 — “The Merger Agreement; Other Agreements — Support Agreement” (page 63)

The subsection of the Offer to Purchase captioned “Support Agreement” under Section 11 — “The Merger Agreement; Other Agreements” is hereby amended and supplemented by adding the following immediately following the first paragraph of such subsection:

“The name of each Rollover Stockholder, the number of Common Shares subject to such Rollover Stockholder’s Support Agreement, and the number of Rollover Shares to be contributed by such Rollover Stockholder to Parent at the Exchange Time are set forth in the table below:”

Rollover Stockholder			Shares Subject to Support Agreement			Rollover Shares
Sangeeta Bhatia			176,739			88,000
Frank Slack			176,739			17,000
Kazuki Sugahara			98,902			15,647
Sailor Cheung Trust			182,542			164,292
Ying Yang			16,014			16,014
Leading Choice			423,322			423,322
Xinjian Zhou			16,014			16,014
Atoll Investments LLC			58,036			58,036
Darren Sigal			13,428			13,428
Mivero Trust (Miguel Leff)			9,170			9,170
Greg Land			2,000			2,000
Blaine & Joan Land			10,000			10,000
Andrew Hopkins IRA			7,270			7,270
Thomas Hopkins			4,900			4,900
Thomas Hopkins IRA			2,875			2,875
Andrew Hopkins			18,070			18,070
Total			1,216,021			866,038

Item 12. Exhibits

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

Exhibit No.			Description
(b)(1)*			Simple Agreement for Future Equity, dated May 30, 2026, by and between Kuva Labs Inc. and the SAFE Investor party thereto.

*
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 10, 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