Lisata Therapeutics to Be Acquired by Kuva Labs for $5.00 Per Share Plus Potential $1.00 CVR in 2026 Merger Deal

Lisata Therapeutics to be Acquired by Kuva Labs in \$5.00 per Share Cash Deal, with Potential Additional Payment

Key Highlights

Acquisition Price: Lisata shareholders to receive \$5.00 per share in cash at closing, plus one contingent value right (CVR) per share for a potential additional \$1.00 per share cash payment.
Board Approval: The Lisata Therapeutics Board of Directors has unanimously approved the transaction and strongly recommends that stockholders tender their shares.
Expected Closing: The transaction is anticipated to close in the second quarter of 2026, subject to customary conditions.
CVR Milestone: The CVR entitles holders to an additional \$1.00 per share if a New Drug Application (NDA) or similar registration for certepetide is filed or accepted for review by any governmental authority before the 7th anniversary of closing, or before the CVR agreement is terminated.
Delisting: Upon completion, Lisata shares will be delisted from Nasdaq, and the company will cease to be a reporting company under the Exchange Act.

Transaction Details

Lisata Therapeutics, Inc. (Nasdaq: LSTA), a clinical-stage pharmaceutical company focused on advanced solid tumor therapies, announced a definitive agreement to be acquired by privately-held Kuva Labs, Inc. Under the deal, Kuva will conduct a tender offer to purchase all outstanding Lisata shares at \$5.00 per share in cash. Each Lisata shareholder will also receive a contingent value right (CVR) for each share held, which could yield an additional \$1.00 per share if specified regulatory milestones are achieved.

The CVR milestone is tied to the progress of certepetide, Lisata’s lead investigational drug. If, within seven years of closing, an NDA or similar registration for certepetide is filed or accepted by the FDA or any governmental authority for any indication or patient population, the CVR will pay out. If the milestone is not achieved, no additional payment will be made.

The merger agreement does not contain any financing condition, and completion is subject to the tender of a majority of Lisata’s outstanding shares and other customary conditions. If the tender offer is successful, Kuva will acquire any untendered shares and convertible securities via a second-step merger at the same terms.

Strategic Review and Board Recommendation

Lisata’s board, following a comprehensive strategic review assisted by independent legal and financial advisors, unanimously concluded that the transaction is fair and in the best interest of Lisata shareholders. The board has fully authorized the deal and urges all shareholders to tender their shares.

Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C. served as Lisata’s legal counsel, while H.C. Wainwright & Co. acted as financial advisor. Goodwin Procter LLP represented Kuva Labs.

About the Companies

Lisata Therapeutics

Lisata is a clinical-stage pharmaceutical company with a focus on cyclic peptide therapeutics, particularly certepetide, which is designed to enhance the delivery of anti-cancer drugs to solid tumors. Lisata has established commercial and R&D partnerships based on its proprietary CendR® platform technology.

Kuva Labs

Kuva Labs is a preclinical bioscience company developing NanoMark™, a direct MR imaging platform for high-contrast, high-resolution tumor imaging without ionizing radiation. The company’s mission is to improve cancer diagnostics and treatment outcomes.

Important Information for Shareholders

The offer price of \$5.00 per share in cash, with the potential for an extra \$1.00 per share via the CVR, is a significant premium and is expected to be price sensitive.
Shareholders should note that the CVR payment is not guaranteed and depends on certepetide’s regulatory progress.
Upon transaction close, Lisata stock will be delisted from Nasdaq, and the company will no longer file with the SEC. Shareholders who do not tender may lose liquidity for their shares.
Tender offer materials, including detailed instructions, will be distributed and filed with the SEC. Investors are urged to read all tender offer documents carefully before making decisions.

Potential Risks and Price Sensitive Factors

The transaction’s completion is subject to certain conditions, including a majority tender and regulatory approvals. Delays or complications could affect timing or certainty of the deal.
There is a risk that the milestone for the CVR is never achieved, in which case the additional \$1.00 per share will not be paid.
Competing offers, litigation, or adverse regulatory/partner responses could impact deal completion and share value.
Shareholders may experience changes in value based on deal progress, regulatory outcomes for certepetide, or unforeseen events affecting the transaction.

Next Steps and Where to Find Further Information

Once the tender offer is commenced, Kuva and its subsidiary will file a Schedule TO, and Lisata will file a Schedule 14D-9 with the SEC. These documents, along with the offer to purchase and other related materials, will be available at Lisata Investor Relations and the SEC website. Shareholders are encouraged to read all materials carefully before making any decision.

For further information, shareholders may contact Lisata Investor Relations at 908-842-0084 or email [email protected].

Disclaimer

This article contains forward-looking statements, which are subject to risks and uncertainties. Actual results may differ materially from those described. Readers are cautioned not to place undue reliance on forward-looking statements. This summary is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell securities. Investors should read all official filings and tender offer materials before making any decisions regarding their shares.