Lisata Therapeutics Announces Commencement of Tender Offer by Kuva Labs Inc.

About this update from Lisata Therapeutics, Inc.

Lisata stockholders to receive $4.00 per share in cash at closing, plus one non-tradeable contingent value right, which represents the contractual right to receive two contingent cash payments of up to an aggregate of $3.00 per share, subject to achievement of specified milestones The transaction valued Lisata at a significant premium to the historical market price of Lisata common stock prior to the announcement of the proposed transaction and provides potential additional upside if the specified milestones are achieved Lisata Board of Directors unanimously recommends stockholders to tender their shares The transaction is expected to close in the third quarter of 2026, subject to the satisfaction of customary closing conditions, including the achievement of the required threshold of shares tendered LIBERTY CORNER, N.J., June 10, 2026 (GLOBE NEWSWIRE) -- Lisata Therapeutics, Inc. (Nasdaq: LSTA) (“Lisata”), a clinical-stage pharmaceutical company developing innovative therapies for the treatment of advanced solid tumors and other serious diseases, today announced that Kuva Acquisition Corp. (“Purchaser”), a wholly owned subsidiary of Kuva Labs Inc. (“Kuva”), has commenced the previously announced tender offer to purchase all of the issued and outstanding shares of common stock of Lisata. The tender offer is being made pursuant to the Agreement and Plan of Merger dated March 6, 2026, among Lisata, Purchaser and Kuva (as it may be amended from time to time, the “Merger Agreement”). Transaction Details Under the terms of the Merger Agreement, Kuva will commence a tender offer to acquire all the issued and outstanding shares of Lisata common stock for: The tender offer period will expire one minute after 11:59 p.m., New York City time on July 10, 2026, unless the offer is extended. As described in the Schedule TO filed on June 10, 2026 by Kuva and its acquisition subsidiary, as of the commencement of the Offer, Parent and Purchaser do not have committed financing to fund the Offer Price. Parent and Purchaser intend to fund the Offer Price through a combination of debt and/or equity financings, borrowings under credit facilities that Parent will seek to obtain from lenders and/or private issuance of securities, none of which has been committed. If Parent obtains commitment letters for such financing, such commitments would be filed with the Securities and Excha...

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