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Kuva offers $4.00 + CVR to acquire Lisata

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
SC TO-T

Rhea-AI Filing Summary

Kuva Acquisition Corp., a subsidiary of Kuva Labs Inc., launched a cash tender offer to acquire all outstanding common shares of Lisata Therapeutics, Inc. The Offer Price is $4.00 per share in cash plus one contingent value right (CVR) per share, with each CVR representing up to $3.00 of contingent cash payments tied to milestone achievement. The Company had 9,101,943 Common Shares outstanding as of June 8, 2026. The offer is made pursuant to the Merger Agreement and related amendments and is described in the Offer to Purchase dated June 10, 2026.

Positive

  • None.

Negative

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Insights

Tender offer combines fixed cash consideration with contingent milestone payments via CVRs.

The structure pairs a $4.00 per share cash closing payment with a CVR that can pay up to $3.00 contingent on defined milestones under a CVR Agreement. The Schedule TO incorporates the Merger Agreement and multiple amendments, indicating negotiated changes before launch.

Key legal dependencies include the CVR Agreement terms, the Rights Agent selection, and the conditions in the Offer to Purchase; timing and enforceability of milestone payments will depend on those contractual definitions.

The transaction values Lisata at a base cash price plus contingent upside tied to milestones.

The disclosed base cash component is $4.00 per share and the CVR could deliver up to $3.00 per CVR, creating a potential total of $7.00 per share if all CVR payments are achieved. Shares outstanding are stated as 9,101,943 as of June 8, 2026.

Acquiror commitments, including the Capital Commitment Letter referenced, and the specific CVR vesting/trigger terms will determine realized consideration; subsequent filings will provide payments timing and conditions.

Base cash price $4.00 per Common Share Offer to Purchase dated June 10, 2026
Contingent Value Right (CVR) maximum $3.00 per CVR (aggregate) Contingent cash payments tied to Milestones under CVR Agreement
Shares outstanding 9,101,943 Common Shares As of June 8, 2026 (most recent practicable date)
Contingent Value Right (CVR) financial
"represents the contractual right to receive two contingent cash payments up to aggregate of $3.00 per CVR"
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.
Offer to Purchase regulatory
"the Offer to Purchase dated June 10, 2026 (together with any amendments or supplements thereto)"
An offer to purchase is a formal proposal from one party to buy a specific amount of shares or assets from another party at a set price. It matters to investors because it signals interest in acquiring ownership and can influence the value or control of a company. Think of it as someone putting forward a clear, serious offer to buy something they find valuable.
Merger Agreement legal
"Agreement and Plan of Merger, dated as of March 6, 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.

FAQ

What does Kuva's offer for LSTA include?
The offer includes $4.00 cash per Lisata share plus one CVR per share; each CVR can pay up to $3.00 upon achievement of defined milestones under the CVR Agreement, as described in the Offer to Purchase dated June 10, 2026.

How many Lisata shares are outstanding for the tender offer?
Lisata had 9,101,943 Common Shares outstanding as of June 8, 2026, which is the most recent practicable outstanding share count referenced in the Schedule TO and Offer to Purchase.

What determines the CVR payments in the transaction?
CVR payments are tied to milestone achievements defined in the CVR Agreement; the agreement sets the specific Milestones and payment conditions and will be entered with a Rights Agent acceptable to the Company.

Where are full terms of the offer and merger available?
Full terms are in the Offer to Purchase dated June 10, 2026, the accompanying Letter of Transmittal, and the Agreement and Plan of Merger and its listed amendments, each incorporated by reference in the Schedule TO.

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

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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: (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: 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 (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:
•
the “Summary Term Sheet”
•
the “Introduction”
•
Section 1 – “Terms of the Offer”
•
Section 2 – “Acceptance for Payment and Payment for Shares”
•
Section 3 – “Procedures for Accepting the Offer and Tendering Shares”
•
Section 4 – “Withdrawal Rights”
•
Section 5 – “Certain U.S. Federal Income Tax Consequences of the Offer and Merger”
•
Section 11 – “The Merger Agreement; Other Agreements”
•
Section 12 – “Purpose of the Offer; Plans for the Company”
•
Section 13 – “Certain Effects of the Offer”
•
Section 15 – “Conditions of the Offer”
•
Section 16 – “Certain Legal Matters; Regulatory Approvals”
•
Section 17 – “Appraisal Rights”
•
Section 19 – “Miscellaneous”
(a)(1)(ix), (a)(1)(x), (a)(1)(xi), and (a)(2)(v) – (vi) Not applicable.
Item 5.
Past Contacts, Transactions, Negotiations and Agreements.
(a) and (b) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
•
the “Summary Term Sheet”
•
the “Introduction”
•
Section 7 – “Certain Information Concerning the Company”
•
Section 8 – “Certain Information Concerning Parent, Purchaser and Certain Related Persons”
•
Section 10 – “Background of the Offer; Past Contacts or Negotiations with the Company”
•
Section 11 – “The Merger Agreement; Other Agreements”
•
Section 12 – “Purpose of the Offer; Plans for the Company”
•
Schedule I
Item 6.
Purposes of the Transaction and Plans or Proposals.
(a), (c)(1) – (7) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
•
the “Summary Term Sheet”
•
the “Introduction”
•
Section 6 – “Price Range of Shares; Dividends on the Shares”
•
Section 10 – “Background of the Offer; Past Contacts or Negotiations with the Company”
•
Section 11 – “The Merger Agreement; Other Agreements”
•
Section 12 – “Purpose of the Offer; Plans for the Company”
•
Section 13 – “Certain Effects of the Offer”
•
Schedule I
Item 7.
Source and Amount of Funds or Other Consideration.
(a), (b) and (d) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
•
the “Summary Term Sheet”
•
the “Introduction”
•
Section 9 – “Source and Amount of Funds”
•
Section 11 – “The Merger Agreement; Other Agreements”
Item 8.
Interest in Securities of the Subject Company.
(a) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
•
the “Summary Term Sheet”
•
Section 8 – “Certain Information Concerning Parent, Purchaser and Certain Related Persons”
•
Section 11 – “The Merger Agreement; Other Agreements”
•
Section 12 – “Purpose of the Offer; Plans for the Company”
•
Schedule I
(b) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
•
Section 8 – “Certain Information Concerning Parent, Purchaser and Certain Related Persons”
•
Schedule I
Item 9.
Persons/Assets, Retained, Employed, Compensated or Used.
(a) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
•
the “Summary Term Sheet”
•
Section 3 – “Procedures for Accepting the Offer and Tendering Shares”
•
Section 10 – “Background of the Offer; Past Contacts or Negotiations with the Company”
•
Section 18 – “Fees and Expenses”
Item 10.
Financial Statements.
(a), (b) Not applicable.
Item 11.
Additional Information.
(a) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
•
Section 8 – “Certain Information Concerning Parent, Purchaser and Certain Related Persons”
•
Section 10 – “Background of the Offer; Past Contacts or Negotiations with the Company”
•
Section 11 – “The Merger Agreement; Other Agreements”
•
Section 12 – “Purpose of the Offer; Plans for the Company”
•
Section 13 – “Certain Effects of the Offer”
•
Section 15 – “Conditions of the Offer”
•
Section 16 – “Certain Legal Matters; Regulatory Approvals”
(c) The information set forth in the Offer to Purchase is incorporated herein by reference.
Item 12.
Exhibits.
 
 
 
 
Exhibit
No.
 
 
Description
(a)(1)(A)*
 
 
Offer to Purchase, dated June 10, 2026.
(a)(1)(B)*
 
 
Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on IRS Form W-9).
(a)(1)(C)*
 
 
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(D)*
 
 
Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(E)*
 
 
Form of Notice of Guaranteed Delivery.
(a)(1)(F)*
 
 
Summary Advertisement as published in the New York Times, dated June 10, 2026.
(b)*
 
 
Capital Commitment Letter, dated as of March 3, 2026, by and among Parent and Omega & Corinth Group Ltd.
(d)(1)
 
 
Agreement and Plan of Merger, dated as of March 6, 2026, by and among Parent, Purchaser and the Company (incorporated herein by reference to Exhibit 2.1 to Lisata Therapeutics, Inc.’s Form 8-K (File No. 001-33650), filed March 9, 2026).
(d)(2)
 
 
Original Form of Contingent Value Rights Agreement (incorporated herein by reference to Exhibit 2.2 to Lisata Therapeutics, Inc.’s Form 8-K (File No. 001-33650), filed March 9, 2026).
(d)(3)
 
 
Form of Support Agreement (incorporated herein by reference to Exhibit 2.3 to Lisata Therapeutics, Inc.’s Form 8-K (File No. 001-33650), filed March 9, 2026).
(d)(4)*
 
 
Mutual Non-Disclosure Letter Agreement between the Company and Parent dated April 25, 2025.
(d)(5)
 
 
Binding Term Sheet, dated January 20, 2026, by and between the Company and Kuva Labs, Inc. (incorporated by reference to Exhibit 2.1 to Lisata Therapeutics, Inc.’s Current Report on Form 8-K filed January 21, 2026).
(d)(6)
 
 
Amendment to Binding Term Sheet, dated February 27, 2026, by and between the Company and Kuva Labs, Inc. (incorporated by reference to Exhibit 10.1 to Lisata Therapeutics, Inc.’s Current Report on Form 8-K filed February 27, 2026).
(d)(7)*
 
 
Standstill Agreement, dated April 25, 2025, by and between the Company and Kuva Labs, Inc.
(d)(8)
 
 
Waiver to the Agreement and Plan of Merger, dated as of April 2, 2026, by and among Parent, Purchaser, and the Company (incorporated by reference to Exhibit 99.1 to Lisata Therapeutics, Inc.’s Current Report on Form 8-K filed April 3, 2026).
(d)(9)
 
 
Amendment and Waiver to Agreement and Plan of Merger, dated as of May 3, 2026, by and among Parent, Purchaser, and the Company (incorporated by reference to Exhibit 2.1 to Lisata Therapeutics, Inc.’s Current Report on Form 8-K filed May 4, 2026).
(d)(10)
 
 
Amendment to Agreement and Plan of Merger, dated as of May 29, 2026, by and among Parent, Purchaser, and the Company (incorporated by reference to Exhibit 2.1 to Lisata Therapeutics, Inc.’s Current Report on Form 8-K filed May 29, 2026).
(d)(11)
 
 
Current Form of Contingent Value Rights Agreement, (incorporated by reference to Exhibit 10.1 to Lisata Therapeutics, Inc.’s Current Report on Form 8-K filed May 29, 2026).
(d)(12)
 
 
Amendment and Waiver to Agreement and Plan of Merger, dated as of June 8, 2026, by and among Parent, Purchaser, and the Company (incorporated by reference to Exhibit 2.1 to Lisata Therapeutics, Inc.’s Current Report on Form 8-K filed June 9, 2026).
(g)
 
 
Not applicable.
(h)
 
 
Not applicable.
107*
 
 
Filing Fee Table.
 
 
 
 
*
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: June 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
 
 
 
 
 
 
 

Source: View Original Filing on SEC EDGAR

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