LSTA News & Events

Lisata Therapeutics announced that it has entered into a definitive agreement to be acquired by Kuva Labs, a privately-held company. Under the terms of the merger agreement, Kuva will commence a tender offer to acquire all the issued and outstanding shares of common stock of the company for $5.00 per share in cash payable at closing plus one contingent value right per share. The CVR entitles the holders of record to receive an additional cash payment of $1.00 per share if a New Drug Application or similar registration is filed or formally accepted for review by the FDA or any governmental authority in any jurisdiction with respect to any pharmaceutical product that contains or incorporates the product candidate referred to as of the date of the merger agreement as certepetide for any indication or patient population prior to the earlier of (a) 11:59 p.m. New York City Time on the seventh (7th) anniversary of the closing date, and (b) termination of the CVR agreement. Should the relevant milestone not be met, then no additional consideration will be payable to the holders of the CVRs in relation to such milestone. The Transaction is subject to customary offer conditions contained in the merger agreement that will be filed with the SEC, including the tender of a majority of the outstanding shares of the company's capital stock. The merger agreement does not include a financing condition. The Transaction is expected to close in the second quarter of 2026, subject to satisfaction of the offer conditions. If the tender offer closes, then Kuva would acquire the untendered shares and convertible securities of the company through a second-step merger for the same consideration. Following completion of the Transaction, Lisata will become part of Kuva, a privately-held company, and its common stock will be delisted from the Nasdaq Capital Market. Lisata will also apply to deregister its common stock and cease to be a reporting company under the United States Securities Exchange Act of 1934, as amended

Lisata Therapeutics has mutually terminated the February 2021 Exclusive License and Collaboration Agreement with Qilu Pharmaceutical. The original agreement, negotiated and implemented with CEND Therapeutics and assumed by Lisata as part of its acquisition of CEND Therapeutics in 2022, granted Qilu exclusive rights to develop and commercialize certepetide, Lisata's proprietary iRGD cyclic peptide product candidate, in the Greater China region including Mainland China, Hong Kong, Macau, and Taiwan. This action results in all licenses and other rights granted to Qilu reverting to Lisata. Notwithstanding, Qilu maintains its obligations, regulatorily or otherwise, to complete and wind down their ongoing Phase 2 clinical study evaluating certepetide in combination with standard-of-care chemotherapy in metastatic pancreatic ductal adenocarcinoma. Lisata has agreed to negotiate with Qilu the potential licensing of relevant study data from this trial, as appropriate.

Brookline analyst Kemp Dolliver downgraded Lisata Therapeutics to Hold from Buy after the company entered into a binding term sheet to be acquired by Kuva Labs for $4.00 per share in cash plus two non-tradeable contingent value rights.

Lisata Therapeutics entered into a binding term sheet to be acquired by Kuva Labs. Pursuant to the terms and conditions of the term sheet, Kuva and Lisata agreed to negotiate in good faith and enter into a customary purchase agreement to consummate a negotiated acquisition of Lisata by Kuva whereby Kuva will commence a tender offer to purchase all of the outstanding shares of common stock of Lisata at a price of $4.00 per share in cash. Additionally, Lisata stockholders will be entitled to receive two non-tradeable contingent value rights, payable as follows: $1.00 per share, in cash, within 12 months of the date on which rights to certepetide in the Greater China region revert to Lisata from Qilu Pharmaceutical; and $1.00 per share, in cash, upon the filing of an NDA or similar registration document by Kuva for approval to commercialize certepetide in any indication in any jurisdiction. The term sheet and transaction contemplated thereby have been unanimously approved by the boards of directors of Lisata and Kuva. The Company and Kuva expect to enter into a definitive purchase agreement prior to February 27. The $4.00 per share cash offer price represents an approximate 85% premium and, including both CVRs, an approximate 180% premium to Lisata's most recent closing stock price and reflects the strategic value of the Company's clinical pipeline and the breakthrough potential of its lead product candidate, certepetide. In November 2024, Kuva had licensed Lisata's iRGD cyclic peptide product candidate, certepetide, as a targeting and enhanced delivery agent to be used with Kuva's NanoMark platform technology and has begun development of a potentially new class of advanced magnetic resonance imaging agents that could enable the safe, non-invasive and unambiguous detection of solid tumor cancers.