aibioLisata and Kuva Labs push back tender offer start to April 13, 2026
Tickers LSTA
Lisata and Kuva Labs agreed on April 2, 2026 to move the tender offer start from April 3 to April 13, 2026, or a later agreed date. The offer pays $5.00 in cash plus a $1.00 contingent right, and Lisata's 10-K says its $16.0 million in cash does not cover twelve months of spending.
Key facts
- Company
- Lisata Therapeutics, Inc. (NASDAQ: LSTA)
- News type
- Mergers
- Primary source
- LISATA THERAPEUTICS, INC. Form 8-K filed April 3, 2026 (SEC EDGAR)
Lisata Therapeutics, Inc. (Nasdaq: LSTA) and its planned acquirer agreed to delay the start of the tender offer for Lisata's shares. In a Form 8-K filed April 3, 2026, the company said that it, Kuva Labs Inc. and Kuva Acquisition Corp. agreed on April 2, 2026 to move the date by which the purchaser must begin the offer from April 3 to April 13, 2026, or another date that Lisata and Kuva Labs agree. The offer had not started when the filing was made.
The waiver
The change is a waiver to the merger agreement, filed as Exhibit 99.1. It extends the time under Section 1.1(a) of the agreement. That section had required the offer to begin within 20 Business Days after the agreement date. The waiver extends that period to 26 Business Days after March 6, 2026, or another date the parties agree. The rest of the agreement stays unchanged. Neither the 8-K nor the waiver gives a reason for the extension.
The deal terms
Under the merger agreement dated March 6, 2026, Kuva Labs has agreed to buy all of Lisata's common shares. Holders would receive $5.00 per share in cash plus one non-tradeable contingent value right, or CVR. The CVR pays $1.00 in cash if a New Drug Application, or a similar registration, for certepetide is filed or formally accepted for review by a regulator in any jurisdiction. The payment applies to any indication and is due only before the earlier of the seventh anniversary of closing and the end of the CVR agreement.
The merger agreement also sets a $2,000,000 termination fee, payable by either party in certain circumstances. The company's annual report on Form 10-K, filed March 12, 2026, said the offer and merger were expected to close in the second quarter of 2026. That timetable now depends on an offer that has not begun.
The company's own forward-looking statements name the risk that the CVR milestone "will never be achieved", in which case no payment would be made beyond the $5.00 cash amount. They also name uncertainty over how many shareholders will tender, the chance of competing offers, stockholder litigation, and the company's cash sufficiency and runway.
Cash and going concern
The 10-K carries a going-concern warning. It says there is "substantial doubt regarding our ability to continue as a going concern" and that the company's operations depend on raising additional capital. Lisata had $16.0 million in cash and cash equivalents at December 31, 2025, compared with $16.2 million a year earlier. Management believes that cash will not be sufficient to fund operating expenses and capital requirements for twelve months after the annual report's financial statements are issued.
For 2025 the company reported a net loss of $16.6 million, down from $20.0 million in 2024. Cash used in operations was $15.9 million, down from $19.4 million. The 10-K says the company "will require significant additional funding" to advance any of its product candidates beyond the short term.
The loss narrowed, but the cash balance barely moved, and the 10-K says the cash on hand will not last twelve months.
The business
Lisata calls itself a clinical-stage pharmaceutical company developing therapies for solid tumors and other serious diseases. Its investigational product is certepetide, formerly known as LSTA1 or CEND-1. The company says the drug is designed to activate an uptake pathway, the C-end rule active transport mechanism, so that co-administered or tethered anti-cancer drugs can enter solid tumors more effectively.
The 10-K says certepetide has been or is the subject of several Phase 2 studies. The tumor types listed are metastatic pancreatic ductal adenocarcinoma, cholangiocarcinoma, appendiceal cancer, colon cancer and glioblastoma multiforme. The 8-K reports no trial results. The company is incorporated in Delaware, was formed in 1980, and has its offices in Basking Ridge, New Jersey.
The 10-K also says the company is substantially dependent on that one product candidate.
Who signed
David J. Mazzo, PhD, President and Chief Executive Officer of Lisata, signed the 8-K and the waiver for the company. Mark Land signed the waiver twice, as Chief Executive Officer of Kuva Labs Inc. and as President of Kuva Acquisition Corp.