お知らせ • Jul 22
Kuva Labs, Inc. completed the acquisition of Lisata Therapeutics, Inc. (NasdaqCM:LSTA).
Kuva Labs, Inc. entered into a binding term sheet to acquire Lisata Therapeutics, Inc. (NasdaqCM:LSTA) for $45.8 million on January 20, 2026. Kuva Labs, Inc. entered into a definitive agreement to acquire Lisata Therapeutics, Inc. for $38.9 million on March 6, 2026. Kuva will commence a tender offer to purchase, on a fully diluted basis, all of the outstanding shares of common stock of Lisata at a price of $4 per Share in cash. The $4 per share cash offer price represents an approximate 85% premium. Following the completion of the Offer, Kuva will complete a short-form merger with Lisata under Section 251(h) of the Delaware General Corporation Law. As a result of the Merger, all Shares not tendered in the Offer, other than Rollover Shares, will be exchanged for $4 per share in cash. In addition to the consideration of $4 per Share, each Share tendered in the Offer or exchanged in the Merger will also be entitled to receive two (2) non-tradeable contingent value rights (CVRs), payable as follows: (1) $1 per Share within 12 months of the date on which rights to certepetide in the Greater China region revert to Lisata; and (2) $1 per Share upon filing of an NDA or similar registration document for approval to commercialize certepetide in any indication in any jurisdiction. Kuva has obtained funding commitments from third party investor(s) sufficient to cover all its obligations under the purchase agreement. As of March 6, 2026, under the terms of the merger agreement, Kuva will commence a tender offer to acquire all the issued and outstanding shares of common stock of the Company for $5 per share in cash payable at closing plus one contingent value right (“CVR”) per share (the “Transaction”). The CVR entitles the holders of record to receive an additional cash payment of $1 per share if a New Drug Application or similar registration is filed or formally accepted for review by the FDA or any governmental authority in any jurisdiction with respect to any pharmaceutical product that contains or incorporates the product candidate referred to as of the date of the merger agreement as certepetide for any indication or patient population prior to the earlier of (a) 11:59 p.m. New York City Time on the seventh (7th) anniversary of the closing date, and (b) termination of the CVR agreement. Should the relevant milestone not be met, then no additional consideration will be payable to the holders of the CVRs in relation to such milestone. Following completion of the transaction, Lisata will become part of Kuva, a privately held company, and Lisata’s common stock will be delisted from the Nasdaq Capital Market. Lisata will apply to deregister its common stock and cease to be a reporting company under the United States Securities Exchange Act of 1934, as amended. In case of termination of transaction, Kuva Labs, Inc. will pay a termination fee of $2 million, and seller will pay a termination fee of $2 million. On May 29, 2026, the parties amended the merger agreement, revising the offer price per share. The consideration was changed from $5 in cash plus one contingent value right (CVR) for a $2 payment, to $4 in cash plus one CVR for up to an aggregate of $3 in contingent payments.
The transaction is subject to approval of merger agreement by target board, approval of offer by acquirer board, consummation of due diligence investigation and definitive agreement. The deal has been unanimously approved by the board. The expected completion of the transaction is February 28, 2026. On February 27, 2026, parties agreed to extend the expiration date of the Term Sheet to March 7, 2026. As of March 6, 2026, the transaction is expected to close in the second quarter of 2026, subject to satisfaction of the offer conditions. On April 2, 2026, Lisata Therapeutics and Kuva have agreed to extend the date by which Lisata Therapeutics is obligated to commence the tender offer from April 3, 2026 to April 13, 2026. On May 3, 2026, Lisata Therapeutics and Kuva have agreed to extend the date by which Lisata Therapeutics is obligated to commence the tender offer from April 13, 2026 to May 29, 2026. As of June 10, 2026, the tender offer period will expire one minute after 11:59 p.m., New York City time on July 10, 2026, unless the offer is extended. The closing of the transaction is expected to occur in the third quarter of 2026. As of July 10, 2026, the tender offer period was extended until 11:59 p.m., New York City time, on July 16, 2026, unless the offer is further extended or earlier terminated. As of July 16, 2026, Lisata Therapeutics, Inc. and Kuva Labs Inc. entered into an amendment to extend the Outside Date under the Merger Agreement from July 17, 2026 to July 21, 2026.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. acted as legal advisor and H.C. Wainwright & Co., LLC acted as financial advisor and fairness opinion provider for Lisata Therapeutics, Inc. Goodwin Procter LLP acted as legal advisor for Kuva Labs, Inc. Reed Smith LLP acted as legal advisor for Kuva. Equiniti Trust Company, LLC acted as transfer agent for Lisata Therapeutics, Inc. Campaign Management, LLC acted as information agent for Kuva.
Kuva Labs, Inc. completed the acquisition of Lisata Therapeutics, Inc. (NasdaqCM:LSTA) on January 21, 2026. Equiniti Trust Company, LLC, in its capacity as depositary and paying agent for the Offer, has indicated that, as of the expiration of the Offer, approximately 6,095,868 Common Shares have been validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 66.8% of the 9,119,742 Common Shares outstanding as of the expiration of the Offer. Accordingly, as of the expiration of the Offer, the number of Shares validly tendered and “received” and not validly withdrawn pursuant to the Offer satisfied the Minimum Tender Condition.
Lisata Therapeutics has notified Purchaser that all of the conditions to the Offer have been satisfied and that Purchaser is obligated to accept for payment all Shares validly tendered and not validly withdrawn pursuant to the Offer and promptly pay for all such Shares.