# LISATA THERAPEUTICS, INC. (LSTA) — merger [terminated]
Source: SEC API (secapi.ai) · situation sit_81e70c8dada0daf2d055 · retrieved 2026-08-12T21:19:19.343Z

## Overview
Lisata Therapeutics, Inc. is a pharmaceutical company developing therapeutic treatments.

On July 31, 2026, Lisata Therapeutics commenced litigation in Delaware Court of Chancery against Kuva Labs Inc. and its subsidiary Kuva Acquisition Corp., alleging breach of the Agreement and Plan of Merger dated March 6, 2026. The company is seeking damages for the benefits stockholders expected from the transaction, which has failed to close.

## Terms
- Counterparty: Kuva Labs Inc. · Consideration: mixed · Stake: 64.67% · Price/share: $4

## Key dates
- Announced 2026-07-17 · Expiry 2026-07-20 · Terminated 2026-07-24

## Timeline
- 2026-07-17 · SC 14D9/A (0001140361-26-028761): SC 14D9/A - LISATA THERAPEUTICS, INC. — *Lisata Therapeutics, Inc. is a pharmaceutical company developing therapeutic treatments.* Kuva Acquisition Corp., a wholly owned subsidiary of Kuva Labs Inc., is conducting a tender offer to purchase all outstanding common shares of Lisata Therapeutics, Inc. at $4.00 per share in cash plus one contingent value right (CVR) representing the right to receive up to $3.00 per CVR in contingent cash payments upon achievement of specified milestones. On July 16, 2026, Purchaser extended the tender offer expiration from July 16, 2026 to 11:59 p.m. New York City time on July 20, 2026. As of July 15, 2026, approximately 5,897,848 common shares (64.67% of 9,119,742 outstanding shares) have been validly tendered. The parties also amended the Merger Agreement on July 16, 2026 to extend the Outside Date from July 17, 2026 to July 21, 2026.
  https://www.sec.gov/Archives/edgar/data/320017/0001140361-26-028761.txt
- 2026-07-24 · 8-K (0001140361-26-029541): 8-K - LISATA THERAPEUTICS, INC. — *Lisata Therapeutics, Inc. is a pharmaceutical company (formerly known as Caladrius Biosciences, Inc. and NeoStem, Inc.) that develops pharmaceutical preparations.* Lisata Therapeutics, Inc. terminated its Agreement and Plan of Merger with Kuva Labs Inc. and Kuva Acquisition Corp. on July 24, 2026, after the acquirer failed to accept tendered shares following the offer expiration on July 20, 2026. The merger agreement, dated March 6, 2026, provided for acquisition of all outstanding common shares at $4.00 per share in cash plus one contingent value right (CVR) representing up to $3.00 per CVR in contingent cash payments subject to milestone achievement. Kuva Labs informed the Company it was unable to obtain sufficient financing to fund the offer. As a result of the termination, Kuva Labs is obligated to pay Lisata a termination fee of $2,000,000.
  https://www.sec.gov/Archives/edgar/data/320017/0001140361-26-029541.txt
- 2026-08-04 · 8-K (0001140361-26-031028): 8-K - LISATA THERAPEUTICS, INC. — *Lisata Therapeutics, Inc. is a pharmaceutical company developing therapeutic treatments.* On July 31, 2026, Lisata Therapeutics commenced litigation in Delaware Court of Chancery against Kuva Labs Inc. and its subsidiary Kuva Acquisition Corp., alleging breach of the Agreement and Plan of Merger dated March 6, 2026. The company is seeking damages for the benefits stockholders expected from the transaction, which has failed to close.
  https://www.sec.gov/Archives/edgar/data/320017/0001140361-26-031028.txt

## Citations
- 0001140361-26-028761 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000114036126028761
- 0001140361-26-029541 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000114036126029541
- 0001140361-26-031028 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000114036126031028