Lisata Therapeutics Announces Merger with Marea Therapeutics

What Happened
Lisata Therapeutics, Inc. (NASDAQ: LSTA) announced on September 17, 2026 that it completed its acquisition of Marea Therapeutics, Inc. under an Agreement and Plan of Merger dated September 17, 2026. The transaction used two Merger Sub entities and is intended to qualify as a tax‑free reorganization for U.S. federal income tax purposes. At closing Lisata issued 1,793,129 shares of its common stock and 211,365.213 shares of a newly authorized Series C Non‑Voting Convertible Preferred Stock to Marea stockholders; each Series C preferred share is convertible into 1,000 shares of Lisata common stock, subject to Lisata stockholder approval of the conversion.

Key Details

• Closing date: September 17, 2026; Merger structured in two steps (First Merger Sub into Marea, then Marea into Second Merger Sub).
• Consideration issued: 1,793,129 common shares + 211,365.213 shares of Series C Preferred Stock (each convertible into 1,000 common shares, subject to stockholder approval).
• Corporate filings: Certificate of Designation for the Series C Preferred Stock filed with the Delaware Secretary of State on Sept 17, 2026.
• Governance and management changes: Ted W. Love, M.D. appointed to Lisata’s Board; Josh Lehrer, M.D., M.Phil., FACC appointed President and Chief Operating Officer effective immediately after the First Effective Time. David J. Mazzo, Ph.D. resigned as President but remains CEO.
• Executive pay and severance for Dr. Lehrer: $475,000 base salary, target annual bonus 40% of base, severance of 12 months’ base pay plus up to 12 months COBRA if terminated without Cause or for Good Reason (enhanced payments, target bonus and full time‑based equity acceleration apply if termination occurs during a Change in Control period).
• Communications: Company issued a press release and investor presentation related to the Merger and Financing (filed as exhibits).

Why It Matters
This 8‑K reports a material acquisition that brings Marea’s assets and management into Lisata and results in immediate share issuances and a newly created convertible preferred series. The Series C preferred, if converted (subject to stockholder approval), would significantly increase Lisata’s potential common share count (each preferred is convertible into 1,000 common shares), which is a key item for investors to watch for future dilution and voting/ownership impacts. The appointments of Dr. Love to the board and Dr. Lehrer as President/COO signal integration of Marea leadership into Lisata’s governance and operations. Investors should review Lisata’s forthcoming filings for the conversion vote details, any updated share count metrics, and the required financial statements for the acquired business.