Lisata Therapeutics, Inc. filings document material events, operating updates, and capital-structure matters for a clinical-stage pharmaceutical company focused on certepetide and related solid-tumor therapy development. Recent Form 8-K disclosures include financial results, Regulation FD materials, corporate presentations, material agreements, shareholder-voting matters, governance topics, and clinical or regulatory disclosures.
The filing record also documents changes to certepetide commercialization rights, including the termination of a Greater China license and collaboration agreement related to research, development, and commercialization of the product candidate. These disclosures frame Lisata’s formal reporting around program development, partnership economics, public-company governance, and transaction-related capital structure matters.
Lisata Therapeutics reported a net loss of about $4.5 million for the quarter ended March 31 2026, slightly improved from the prior year period. Operating expenses fell to $4.9 million as research and development dropped 53.7% to $1.2 million after winding down the BOLSTER trial and cutting clinical staff.
General and administrative costs rose 15.2% to $3.7 million, mainly from legal and consulting fees related to a proposed acquisition by Kuva Labs. Lisata ended the quarter with $13.1 million in cash and cash equivalents and working capital of about $10.7 million, but management concluded there is substantial doubt about the company’s ability to continue as a going concern without new funding.
Lisata terminated its Qilu license for certepetide in Greater China, eliminating up to $200 million in potential milestones and future royalties from that deal. Under a signed merger agreement, Kuva plans a tender offer at $5.00 per share plus a $1.00 contingent value right tied to future regulatory success for certepetide, though the offer has been delayed and may not be completed.
Kuva Acquisition Corp. (through a direct wholly owned subsidiary) disclosed preliminary communications regarding a planned tender offer to acquire Lisata Therapeutics, Inc. under an Agreement and Plan of Merger dated March 6, 2026. The communication states the tender offer has not yet commenced and that formal Schedule TO and Schedule 14D-9 materials will be filed if and when the offer is launched.
The filing cautions that the transaction remains subject to closing conditions, potential competing offers, regulatory and litigation risks, and that milestone consideration tied to a CVR may never be achieved.
Lisata Therapeutics, Inc. entered into an amendment and waiver with Kuva Labs Inc. and Kuva Acquisition Corp. to modify their existing Merger Agreement. The change extends the deadline for Kuva’s subsidiary to commence its tender offer for all outstanding Lisata common shares from April 13, 2026 to May 29, 2026, or another mutually agreed date.
Under the amendment, Kuva Labs agrees to pay certain Lisata expenses up to $1.1 million in total until the tender offer begins. In return, Lisata agrees not to pursue specified claims related to the Merger Agreement until May 29, 2026, and to waive certain claims tied to the earlier missed tender-offer start date once the offer begins and agreed payments are made, subject to termination rights if Kuva defaults or materially breaches the amendment.
Lisata Therapeutics, Inc. filed Amendment No. 1 to its annual report for the year ended December 31, 2025 to add detailed Part III information on directors, executive officers, executive compensation, ownership and governance that was omitted from the original filing. The company reports an aggregate market value of common stock held by non‑affiliates of about $23.6 million as of June 30, 2025, based on a Nasdaq price of $2.90 per share, and 9,106,391 shares outstanding as of April 28, 2026. The six‑member board is classified, with a majority deemed independent, and operates audit, compensation, nominating/governance, and science and technology committees. The filing discloses 2025 compensation for key executives, including total compensation of about $1.15 million for CEO David J. Mazzo, primarily salary and equity with no annual bonus, and describes severance and change‑in‑control protections. A forward‑looking statement section highlights risks such as a proposed acquisition by Kuva Labs, Inc., capital needs, ability to continue as a going concern, clinical trial execution and regulatory dependence.
Lisata Therapeutics, Inc. reports that Kuva Labs Inc. has not yet commenced the planned tender offer to acquire all outstanding Lisata common shares under their March 6, 2026 Merger Agreement. The deadline for Kuva’s acquisition subsidiary to begin the offer was previously extended to April 13, 2026.
Lisata states that Kuva is seeking alternative, more favorable financing to fund the tender offer and intends to launch the offer once that financing is finalized. Lisata and Kuva are in discussions about the financing and timing, but there is no assurance the tender offer will commence or the transaction will close.
Lisata Therapeutics, Inc. disclosed that it has agreed with Kuva Labs Inc. to extend the deadline for Kuva Acquisition Corp. to commence its tender offer to buy all outstanding Lisata common shares. The commencement date was moved from April 3, 2026 to April 13, 2026, or another date agreed by the parties.
The change is implemented through a waiver to the existing Agreement and Plan of Merger dated March 6, 2026, which is filed as an exhibit. The filing reiterates that the tender offer has not yet started and urges Lisata stockholders to carefully review the forthcoming Schedule TO and Schedule 14D‑9 once available before deciding whether to tender their shares.
Lisata Therapeutics, Inc. is a clinical-stage oncology company developing certepetide, a peptide designed to open a tumor-specific transport pathway so co-administered cancer drugs penetrate solid tumors more effectively with a favorable safety profile.
On March 6, 2026, Lisata agreed to be acquired by Kuva Labs Inc. via a tender offer in which shareholders will receive $5.00 in cash plus one non-tradeable contingent value right per share. The CVR pays $1.00 in cash if a New Drug Application or similar registration for any certepetide-containing product is filed or accepted before the earlier of seven years after closing or termination of the CVR agreement.
The offer is subject to a majority tender and other customary conditions, with closing expected in the second quarter of 2026. After the merger, Lisata will become part of privately held Kuva, its shares will be delisted from Nasdaq, and it plans to deregister as a reporting company.
Lisata Therapeutics, Inc. agreed to be acquired by Kuva Labs Inc. through a cash tender offer and follow-on merger. Lisata stockholders are expected to receive $5.00 in cash per common share at closing plus one non‑tradable contingent value right (CVR) per share.
Each CVR offers a potential $1.00 per share cash payment if a regulatory filing for the certepetide drug candidate is made or accepted for review before the seventh anniversary of the closing date or earlier termination of the CVR agreement. Lisata’s board unanimously approved the deal and recommends that stockholders tender their shares. The transaction is subject to customary conditions, including a majority of shares being tendered, and is expected to close in the second quarter of 2026, after which Lisata will become a private company and its stock will be delisted from Nasdaq.
Lisata Therapeutics, Inc. entered into an amendment to its existing binding term sheet with Kuva Labs Inc. covering a potential acquisition of Lisata by Kuva. The amendment, dated February 27, 2026, extends the term sheet’s expiration date to March 7, 2026.
The contemplated transaction structure involves Kuva commencing a tender offer to acquire, on a fully diluted basis, all outstanding shares of Lisata common stock, followed by a short-form merger under Section 251(h) of Delaware law. The tender offer has not yet commenced, and a definitive purchase agreement has not yet been executed.
Lisata Therapeutics, Inc. has terminated its licensing partnership with Qilu Pharmaceutical covering certepetide (formerly CEND-1) in Greater China. The Mutual Termination Agreement, signed on January 23, 2026, ends the prior Exclusive License and Collaboration Agreement under which Qilu held a royalty-bearing exclusive license for research, development and commercialization of certepetide in Mainland China, Hong Kong, Macau and Taiwan. Under the now-terminated agreement, Lisata had been eligible to receive up to $200 million in development and commercial milestone payments and royalties of 10% to 15% on sales of licensed products. The termination is effective as of January 23, 2026, although obligations that accrued before that date and certain specified provisions continue to remain in force.