Kuva Labs (LSTA) ends Lisata cash-and-CVR tender offer after financing shortfall

Rhea-AI Filing Summary

Lisata Therapeutics, Inc. was the target of a 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 per share, with each CVR representing potential additional cash payments of up to $3.00 upon achievement of specified milestones. On July 23, 2026, the purchaser terminated the offer due to its inability to obtain the financing required to satisfy offer conditions. No shares were accepted, no consideration was paid, and all tendered shares were promptly returned to stockholders. Kuva reserves the right, but has no obligation, to commence a new tender offer or pursue other actions regarding Lisata in the future.

Key Figures

Cash Offer Price: $4.00 per Common Share Contingent Value Right Potential: Up to $3.00 per CVR Offer Termination Date: July 23, 2026 +1 more

4 metrics

Cash Offer Price $4.00 per Common Share Cash portion of the offer price per Lisata common share

Contingent Value Right Potential Up to $3.00 per CVR Aggregate potential cash payments per CVR upon achievement of milestones

Offer Termination Date July 23, 2026 Date on which Kuva Acquisition Corp. terminated the tender offer

Press Release Date July 24, 2026 Date of Kuva Labs press release announcing termination of the offer

Key Terms

contingent value right, tender offer, Schedule TO, Milestones

4 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.

tender offer regulatory

"terminated the Offer because of the failure of the Purchaser to satisfy"

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

"amends and supplements the Tender Offer Statement on Schedule TO filed"

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.

Milestones financial

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

Milestones are specific, measurable progress points a company aims to reach during a project—like completing a clinical trial step, securing a regulatory approval, or hitting a sales target. They matter to investors because each checkpoint reduces uncertainty about the business plan, can trigger payments or changes in valuation, and often signals whether future revenue or growth is likely, similar to passing checkpoints on a racecourse that show how close you are to the finish line.

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

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Available on EDGAR 07/28/2026 - 04:53 PM Accepted by SEC EDGAR 07/28/2026 - 04:36 PM Learn about SEC filing dates

FAQ

What happened to the Kuva tender offer for Lisata Therapeutics (LSTA)?

The tender offer for all Lisata common shares was terminated on July 23, 2026 because Kuva Acquisition Corp. could not obtain the necessary financing, so the transaction did not close.

What were the original financial terms of the Lisata (LSTA) tender offer?

The offer proposed $4.00 in cash per Lisata common share plus one contingent value right per share, with each CVR tied to potential cash payments of up to $3.00 if specified milestones were achieved.

Were any Lisata (LSTA) shares purchased or paid for under the terminated offer?

No. No Lisata shares were accepted for payment, and no consideration was paid to any tendering stockholder. All shares previously tendered under the offer were promptly returned to the registered holders.

Why did Kuva Labs end the tender offer for Lisata Therapeutics (LSTA)?

Kuva terminated the offer because it failed to satisfy certain offer conditions, specifically inability to obtain the required financing. Without that financing, the conditions to complete the tender offer could not be met.

Can Kuva Labs or its subsidiary make another offer for Lisata (LSTA) in the future?

Yes, Kuva Acquisition Corp. reserves the right, in its sole discretion, to commence a new tender offer or take other actions regarding Lisata, but it has no obligation to do so and no assurance is given.

How was the termination of the Lisata (LSTA) tender offer communicated?

On July 24, 2026, Kuva issued a press release announcing termination of the offer. That release is filed as Exhibit (a)(5)(i) and incorporated by reference into the amended tender offer statement.

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. 3)

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 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. 3 (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.

Item 1. Summary Term Sheet.

Item 1 of the Schedule TO is hereby amended and supplemented to add the following:

On July 23, 2026, the Purchaser terminated the Offer. The Offer was terminated because of the failure of the Purchaser to satisfy certain conditions of the Offer, specifically, the inability of the Purchaser to obtain the financing necessary to satisfy the conditions of the Offer.

No Shares have been accepted for payment, and no consideration has been paid to any tendering stockholder in connection with the Offer. Any Shares that were tendered pursuant to the Offer have been promptly returned to the tendering stockholders.

The Purchaser reserves the right, in its sole and absolute discretion, but undertakes no obligation, to commence a new offer with respect to the Company in the future. See Item 6.

Item 4. Terms of the Transaction.

Item 4 of the Schedule TO is hereby amended and supplemented to add the following:

On July 23, 2026, the Purchaser terminated the Offer because of the failure of the Purchaser to satisfy certain conditions of the Offer, specifically, the inability of the Purchaser to obtain the financing necessary to satisfy the conditions of the Offer.

No Shares have been accepted for payment, and no consideration has been paid to any tendering stockholder in connection with the Offer. Any Shares tendered pursuant to the Offer have been promptly returned to the tendering stockholders. The Depositary for the Offer, Equiniti Trust Company, LLC, has returned all tendered Shares to the registered holders thereof.

The Purchaser reserves the right, in its sole and absolute discretion, but undertakes no obligation, to commence a new offer with respect to the Company in the future. See Item 6.

Item 6. Purposes of the Transaction and Plans or Proposals.

Item 6 of the Schedule TO is hereby amended and supplemented to add the following:

Notwithstanding the termination of the Offer, the Purchaser reserves the right, in its sole and absolute discretion, but undertakes no obligation, to commence a new tender offer or take such other actions with respect to the Company as it may deem appropriate in the future, subject to applicable law. No assurance can be given that the Purchaser, or any affiliate thereof, will commence any such offer or take any such other actions in the future.

Item 11. Additional Information.

Item 11 of the Schedule TO is hereby amended and supplemented to add the following:

On July 24, 2026, the Purchaser issued a press release announcing the termination of the Offer. A copy of the press release is filed as Exhibit (a)(5)(i) hereto and is incorporated herein by this reference.

Item 12. Exhibits

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

Exhibit No.			Description
(a)(5)(i)*			Press Release issued by Kuva Labs Inc., dated July 24, 2026, announcing the termination of the Offer

*
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 28, 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