Kuva Labs to Acquire Lisata Therapeutics at $4 Cash Offer

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.