Lisata Therapeutics, Inc. Announces Amendment and Waiver to Merger Agreement with Kuva Labs Inc.

BASKING RIDGE, NJ, May 4, 2026 – Lisata Therapeutics, Inc. (“Lisata” or the “Company”) announced that on May 3, 2026, it entered into an Amendment and Waiver to the Agreement and Plan of Merger (“Merger Agreement”) with Kuva Labs Inc. and Kuva Acquisition Corp. This development represents a significant update in the ongoing merger process between the two companies and contains critical details for investors and shareholders.

Key Highlights of the Announcement

Extension of Merger Timelines: Lisata has agreed to extend the time for Kuva Labs Inc. (“Parent”) and Kuva Acquisition Corp. (“Purchaser”) to fulfill certain obligations under the Merger Agreement. The specific extension details are included in the newly executed Amendment and Waiver.
Parent to Cover Company Expenses: Due to delays caused by the Parent in commencing the tender offer, the Parent has agreed to pay certain Lisata expenses that arose as a direct result of the delay. These payments will be made by wire transfer of immediately available funds to an account designated by Lisata.
Interim Operating Payments: The Amendment and Waiver specifies that Parent will make “Interim Operating Payments” to the Company on or before specified dates. These payments are intended to support Lisata’s ongoing operations during the period leading up to the completion of the merger or tender offer.
Disclosure of Exhibit: The full text of the Amendment and Waiver is included as Exhibit 2.1 of the Form 8-K, and is incorporated by reference. Investors can review the exhibit for the complete terms of the waiver and amendment.

What Shareholders Should Know (Potentially Price-Sensitive Information)

Tender Offer Not Yet Commenced: As of the filing date, the tender offer referenced in prior agreements has not yet commenced. This means there is still uncertainty as to whether or when the tender offer will proceed.
Contingent on Further SEC Filings: Once the tender offer is commenced, the Parent and Purchaser will file a tender offer statement on Schedule TO with the SEC. Lisata will file a related solicitation/recommendation statement on Schedule 14D-9. These documents will provide further details and are critical for shareholders to review before making any decisions about tendering shares.
Potential for Share Price Volatility: The announcement of the Amendment and Waiver, particularly the Parent’s agreement to fund Lisata’s expenses and the ongoing delay in the tender offer, may impact investor sentiment and could lead to share price volatility. If the tender offer is not commenced or the transaction fails to close, it could significantly affect Lisata’s valuation.
Forward-Looking Statements and Risks: The Company has included a cautionary note regarding forward-looking statements. There are several risks that could impact the merger’s completion, including further delays, unsatisfied closing conditions, insufficient shareholder participation in the tender offer, potential competing bids, or the possibility that the Merger Agreement could be terminated. Additionally, the Company’s ongoing cash sufficiency is a key risk factor.

Additional Details for Investors

Company Information: Lisata Therapeutics, Inc. is a Delaware corporation, headquartered at 110 Allen Road, Second Floor, Basking Ridge, NJ 07920. The Company’s common stock is traded on The Nasdaq Capital Market under the symbol “LSTA.”
How to Access Tender Offer Documents: If and when the tender offer is commenced, all related documents will be available free of charge to shareholders via the Lisata investor relations website (https://ir.lisata.com) or by contacting Investor Relations at (908) 842-0084. The SEC’s website (www.sec.gov) will also host the filings.
Action Required by Shareholders: Shareholders are urged to read all tender offer materials and the solicitation/recommendation statement carefully if and when they become available, as they will contain important information regarding the offer and the merger transaction.

Signatures

The Amendment and Waiver to the Merger Agreement has been duly executed by authorized representatives of Lisata Therapeutics, Inc., Kuva Labs Inc., and Kuva Acquisition Corp. The Form 8-K was signed by David J. Mazzo, Ph.D., President and Chief Executive Officer of Lisata Therapeutics, Inc., on May 4, 2026.

Disclaimer

This article contains forward-looking statements, which are subject to risks, uncertainties, and assumptions that may cause actual results to differ materially from those anticipated. Investors are cautioned not to place undue reliance on these forward-looking statements. Lisata Therapeutics, Inc. undertakes no obligation to update any forward-looking statements except as required by applicable law. This article is for informational purposes only and does not constitute an offer or solicitation regarding any securities. Investors should consult the official SEC filings and their financial advisors before making any investment decisions.

Lisata Therapeutics, Inc. Announces Amendment and Waiver to Merger Agreement with Kuva Labs Inc. – May 2026 SEC 8-K Filing