aibioLisata and Kuva Labs delay tender offer start to May 29, Kuva to pay up to $1.1 million of expenses
Tickers LSTA
Lisata and Kuva Labs signed an amendment and waiver on May 3, 2026 that moves the tender offer start from April 13, 2026 to May 29, 2026. Kuva will pay up to $1.1 million of Lisata's expenses until the offer starts, and the offer is $5.00 in cash plus a $1.00 contingent value right.
Key facts
- Company
- Lisata Therapeutics, Inc. (NASDAQ: LSTA)
- News type
- Mergers
- Primary source
- LISATA THERAPEUTICS, INC. Form 8-K filed May 4, 2026 (SEC EDGAR)
Lisata Therapeutics, Inc. and Kuva Labs Inc. have pushed back the start of the tender offer for Lisata's shares to May 29, 2026. The two companies signed an amendment and waiver on May 3, 2026, which Lisata reported in a Form 8-K filed May 4, 2026. The 8-K says the tender offer has not yet commenced. Under the merger agreement dated March 6, 2026, Kuva's subsidiary was required to start the offer by April 13, 2026.
The deal as originally agreed
The 2026 annual report, filed March 12, 2026, describes the merger agreement with Kuva Labs Inc. and its subsidiary, Kuva Acquisition Corp. Kuva's purchaser would buy all of Lisata's common shares for $5.00 per share in cash, plus one non-tradeable contingent value right. The right pays $1.00 in cash if a new drug application or similar registration for certepetide is filed or formally accepted for review by the FDA or another regulator. That payment is due only before the earlier of the seventh anniversary of the closing and the end of the CVR agreement, which has yet to be signed with a rights agent chosen by Kuva.
The offer is subject to customary conditions, including a minimum number of tendered shares. If the offer succeeds, Kuva would acquire the remaining shares through a merger.
What the amendment and waiver changes
The amendment moves the date by which Kuva must start the offer from April 13, 2026 to May 29, 2026, or another date the two parties agree. In business days, the window grows from 26 to 59. Kuva will pay certain Lisata expenses, up to $1.1 million in total, until the offer starts, which the amendment says reflect costs Lisata is incurring because of Kuva's delay. The non-refundable payments are due on a schedule: $175,000 on May 5, 2026, $175,000 on May 7, $250,000 on May 12, $250,000 on May 19 and $250,000 on May 26. Payments due after the offer starts fall away. Until May 29, 2026, Lisata agrees not to pursue claims against Kuva, its purchaser subsidiary or their affiliates arising from the merger agreement.
Once the offer starts and Kuva has paid what is due under the amendment, Lisata irrevocably waives any claim arising from Kuva's failure to start the offer by April 13. Lisata can end the no-claims covenant if Kuva fails to make a payment when due, or if Kuva commits a material breach that is not cured within two business days after notice. Lisata's protection for the delay therefore depends on Kuva paying on time.
The product and its record
The annual report describes certepetide, formerly called LSTA1 or CEND-1, as an investigational product designed to activate a tumor-specific uptake pathway, which the company calls the C-end rule active transport mechanism. The company says it helps co-administered anti-cancer drugs penetrate solid tumors more effectively and reduces regulatory T cells in the tumor microenvironment.
Certepetide has been the subject of several Phase 2 studies in solid tumors, including metastatic pancreatic ductal adenocarcinoma, cholangiocarcinoma, appendiceal cancer, colon cancer and glioblastoma. The annual report says it has demonstrated favorable safety, tolerability and activity in completed and ongoing trials.
The company behind the deal
The annual report describes Lisata as a clinical-stage pharmaceutical company, incorporated in 1980 and based in Basking Ridge, New Jersey. It reported a net loss of $16.6 million for 2025, down from $20.0 million in 2024, and used $15.9 million in operations in 2025. It names a research collaboration with Catalent, and says preclinical data combining certepetide with antibody-drug conjugates were presented in the fourth quarter of 2025.
What comes next
The next date in the amendment is May 29, 2026, when the offer is due to start unless the parties agree to another date. The 8-K gives no further schedule for the offer, and it says the offer may never commence at all. Lisata will file a solicitation or recommendation statement on Schedule 14D-9 if the offer starts. The no-claims covenant lasts until that date. President and Chief Executive Officer David J. Mazzo signed the 8-K and the amendment, and Mark Land signed for Kuva.