LISATA THERAPEUTICS, INC. 8-K

What Happened

• Lisata Therapeutics, Inc. (LSTA) filed an 8‑K (Item 1.01) disclosing an Amendment and Waiver to its March 6, 2026 Agreement and Plan of Merger with Kuva Labs Inc. and Kuva Acquisition Corp. The amendment (dated May 3, 2026) extends the deadline for the Purchaser to commence the tender offer for all outstanding Lisata common shares from April 13, 2026 to May 29, 2026 (or another mutually agreed date). Kuva Labs also agreed to pay certain Lisata expenses, up to $1.1 million in aggregate, until the Offer commences.

Key Details

• Parties: Lisata Therapeutics, Kuva Labs Inc. (Parent) and Kuva Acquisition Corp. (Purchaser).
• Amendment date: May 3, 2026; tender offer start date extended to May 29, 2026 (from April 13, 2026).
• Payment commitment: Parent will pay certain Company expenses up to $1.1 million until the Offer begins.
• Waiver and stand‑down: Lisata agreed not to pursue claims against Parent/Purchaser related to the Merger Agreement from the amendment date through May 29, 2026, and will irrevocably waive certain claims once the Offer commences and applicable payments are made. Lisata may terminate these restrictions if Parent fails to pay when due or materially breaches the amendment and does not cure within two business days.

Why It Matters

• For investors, this filing means the proposed acquisition timetable has been delayed and remains uncertain: the tender offer had not yet begun at filing. The $1.1M expense support provides short‑term financial relief to Lisata until the Offer commences. The waiver limits Lisata’s ability to pursue claims tied to the transaction during the extension period, but Lisata retains the right to terminate the waiver if Kuva Labs fails to meet payment or cure obligations. Tender offer materials (Schedule TO) and Lisata’s recommendation (Schedule 14D‑9), if and when filed, will contain more detailed information investors should review before deciding whether to tender shares.