This Tender Offer Statement on Schedule TO (together with any amendments and supplements hereto, this “Schedule TO”) is filed by (i) Kuva Acquisition Corp., a Delaware corporation (“Purchaser”) and a direct wholly-owned subsidiary of Kuva Labs Inc., a Delaware corporation (“Parent”), and (ii) Parent. This 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 two contingent cash payments up to 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, which are annexed to and filed with this 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) and the accompanying Letter of Transmittal is hereby expressly incorporated herein by reference in response to Items 1 through 9 and Item 11 of this Schedule TO.
The Agreement and Plan of Merger, dated as of March 6, 2026 (as it may be amended from time to time, the “Merger Agreement”), among the Company, Parent and Purchaser, a copy of which is attached as Exhibit (d)(1) hereto, the Amendment and Waiver to Agreement and Plan of Merger, dated as of May 3, 2026, among the Company, Parent and Purchaser, a copy of which is attached as Exhibit (d)(9) hereto, the Amendment to Agreement and Plan of Merger, dated as of May 29, 2026, among the Company, Parent and Purchaser, a copy of which is attached as Exhibit (d)(10) hereto and the Amendment to Agreement and Plan of Merger, dated as of June 8, 2026, among the Company, Parent and Purchaser, a copy of which is attached as Exhibit (d)(12) hereto, are incorporated herein by reference with respect to Items 4 through 9 and 11 of this Schedule TO.
Item 1.
| Summary Term Sheet. |
The information set forth in the “Summary Term Sheet” of the Offer to Purchase is incorporated herein by reference.
Item 2.
| Subject Company Information. |
(a) The name of the subject company and the issuer of the securities to which this Schedule TO relates is Lisata Therapeutics, Inc., a Delaware corporation. The Company’s principal executive offices are located at P.O. Box 173 Liberty Corner, NJ 07938. The Company’s telephone number is (908) 842-0100.
(b) This Schedule TO relates to the outstanding Shares. The Company has advised Purchaser and Parent that, as of the close of business on June 8, 2026 (the most recent practicable date) 9,101,943 Common Shares were issued and outstanding.
(c) The information concerning the principal market, if any, in which the Common Shares are traded and certain high and low sales prices for Common Shares in the principal market in which the Common Shares are traded are set forth in Section 6 (entitled “Price Range of Shares; Dividends on the Shares”) of the Offer to Purchase is incorporated herein by reference.
Item 3.
| Identity and Background of the Filing Person. |
(a) – (c) This Schedule TO is filed by Purchaser and Parent. The information set forth in Section 8 (entitled “Certain Information Concerning Parent, Purchaser and Certain Related Persons”) of the Offer to Purchase and Schedule I to the Offer to Purchase is incorporated herein by reference.
Item 4.
| Terms of the Transaction. |
(a)(1)(i) – (viii), (xii), (a)(2)(i) – (iv), (vii) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
