LISATA THERAPEUTICS, INC.

Lisata Therapeutics, Inc., along with Kuva Labs Inc. and Kuva Acquisition Corp., entered into an amendment to their previously announced Agreement and Plan of Merger. This amendment extends the "Outside Date" for the merger from July 17, 2026, to July 21, 2026. The change provides a short extension for the completion of the merger process.

Lisata Therapeutics, Inc. and Kuva Labs Inc. have amended their merger agreement. The amendment extends the deadline for Kuva to commence its tender offer to June 10, 2026, and the outside date to July 17, 2026. Kuva Labs has the option to pay a $1.5 million non-refundable fee to extend the outside date further to August 17, 2026. Lisata Therapeutics has agreed to waive certain claims related to the merger agreement and interim payments, contingent on Kuva's compliance and payments. Kuva Labs also disclosed that the absence of committed financing is material information for Lisata's shareholders and committed to seeking alternative financing if needed.

Lisata Therapeutics, Inc. announced that Kuva Labs Inc. will not commence its tender offer for Lisata's outstanding common stock on June 1, 2026, as previously disclosed and agreed upon. This delay comes despite a recent amendment to their merger agreement, which had extended the offer commencement date to June 1. Kuva Labs informed Lisata that it is negotiating with potential financing sources and evaluating the timing, with no assurance provided on if or when the offer will begin.

Lisata Therapeutics, Inc. amended its merger agreement with Kuva Labs Inc., revising the offer price per common share. The cash component was reduced from $5.00 to $4.00 per share, while the contingent value right (CVR) potential increased from $1.00 to an aggregate of $3.00 per CVR, subject to two specified milestones. The first milestone payment of $1.25 is tied to the LSTA1-GBM-2A Phase 2a trial, and the second milestone payment of $1.75 is linked to the FDA NDA filing for certepetide. The tender offer commencement and outside dates were also extended.

Lisata Therapeutics announced that the tender offer for its acquisition by Kuva Labs Inc. has been extended to May 29, 2026, with an explicit statement that there is no assurance the offer will commence. Concurrently, the company disclosed substantial doubt about its ability to continue as a going concern, citing a history of operating losses and negative cash flows, with cash and cash equivalents at $13.06 million. For Q1 2026, Lisata reported a net loss of $4.49 million, a slight improvement from $4.72 million in the prior year, primarily due to reduced research and development expenses.

Lisata Therapeutics, Inc. and Kuva Labs Inc. entered into an amendment and waiver to their previously announced Merger Agreement. The amendment extends the date by which Kuva Acquisition Corp. is obligated to commence the tender offer for Lisata's shares from April 13, 2026, to May 29, 2026. Kuva Labs also agreed to pay certain expenses of Lisata, up to $1.1 million in aggregate, until the offer commences. In exchange, Lisata agreed not to pursue claims against Kuva Labs during this period and will irrevocably waive certain claims related to the prior delay upon the offer's commencement and full payment.

LISATA THERAPEUTICS, INC. (LSTA) filed an Amendment No. 1 to its Form 10-K, restating Part III items related to Directors, Executive Officers, and Corporate Governance. The amendment provides updated biographical information for the six-member classified Board of Directors and four executive officers. It also details the company's corporate governance structure, including independent directors, board leadership, risk oversight, insider trading policy, and the composition and duties of its Audit, Compensation, Nominating and Governance, and Science and Technology Committees.

LISATA THERAPEUTICS, INC. filed Amendment No. 1 to its 2026 Form 10-K to include information previously omitted from Part III of the original filing. This amendment provides comprehensive details on the company's directors, executive officers, corporate governance, executive compensation, security ownership, related transactions, and principal accounting fees and services. The filing also includes updated certifications and outlines the classified board structure and committee compositions.

Lisata Therapeutics announced that the tender offer by Kuva Labs Inc., part of their previously disclosed merger agreement, has not yet commenced. The commencement date was previously extended from April 3, 2026, to April 13, 2026. Kuva Labs is reportedly seeking alternative financing on more favorable terms to fund the tender offer, and Lisata is in discussions with them regarding the financing and timing. There is no assurance as to when, or if, the tender offer will begin.