LISATA THERAPEUTICS, INC. 8-K

What Happened

• Lisata Therapeutics, Inc. (Lisata) disclosed that Parent Kuva Labs Inc. and its subsidiary Kuva Acquisition Corp. agreed in an amendment to the March 6, 2026 Merger Agreement to extend the required tender-offer start date from May 29, 2026 to June 1, 2026.
• On the evening of May 31, 2026 Kuva Labs informed Lisata it will not commence the tender offer on June 1, 2026 as previously agreed and is negotiating with potential financing sources; there is no assurance the offer will commence or when it will start.

Key Details

• Merger Agreement date: March 6, 2026; amendment extended commencement date to June 1, 2026 (from May 29, 2026).
• Parent and Purchaser informed Lisata on May 31, 2026 they will not start the Offer on June 1 and are evaluating timing while negotiating financing.
• The tender offer has not commenced; if/when it does, Parent and Purchaser will file a Schedule TO and Lisata will file a Schedule 14D-9 with the SEC. Tender materials will be provided free to Lisata shareholders and posted on ir.lisata.com and sec.gov.
• Filing includes a cautionary note: forward-looking statements about timing, completion, financing and other risks may cause actual results to differ.

Why It Matters

• The delay creates uncertainty for shareholders about the timing and likelihood of the proposed acquisition and any related cash-out or change-of-control outcome.
• Investors should wait for formal tender-offer materials (Schedule TO and Lisata’s Schedule 14D-9) before making decisions; those documents will contain the material terms, recommended action and risks described in detail.