LISATA THERAPEUTICS, INC. 8-K

What Happened Lisata Therapeutics, Inc. (LSTA) announced that Kuva Labs Inc. (the “Parent”) and its wholly owned subsidiary Kuva Acquisition Corp. (the “Purchaser”) agreed to extend the date by which the Purchaser must commence the previously announced tender offer under the Merger Agreement (dated March 6, 2026). The deadline was extended from April 3, 2026 to April 13, 2026 (or another date as agreed). Purchaser has not yet commenced the tender offer; Parent told Lisata it is seeking alternative, more favorable financing and intends to launch the tender offer once financing is finalized. Lisata and Parent are in discussions, and there is no assurance if or when the tender offer will be launched.

Key Details

• Merger Agreement dated March 6, 2026 between Lisata, Kuva Labs Inc. (Parent) and Kuva Acquisition Corp. (Purchaser).
• Deadline to commence tender offer extended from April 3, 2026 to April 13, 2026 (or another mutually agreed date).
• Purchaser has not commenced the tender offer; Parent is seeking alternative financing and expects to launch the offer when financing is finalized.
• If and when the tender offer is commenced, Parent/Purchaser will file a Schedule TO and Lisata will file a Schedule 14D-9; those materials will be made available free at ir.lisata.com and on the SEC website (sec.gov).

Why It Matters The filing signals a delay and uncertainty in the timing of the proposed acquisition—investors should note there is no guarantee the tender offer will be launched or the transaction will close. Critical information about price, terms, conditions, and Lisata’s recommendation will be provided only in the formal tender offer materials (Schedule TO) and Lisata’s solicitation/recommendation statement (Schedule 14D-9) if filed. Retail investors should wait for those documents before making any decision regarding tendering shares and monitor Lisata’s SEC filings and investor relations updates for material developments.