Kuva Acquisition Commences Tender Offer To Purchase All Issued And Outstanding Shares Of Common Stock Of Lisata Therapeutics For $4.00/Shr In Cash At Closing, Plus One Non-Tradeable Contingent Value Right

Lisata stockholders to receive $4.00 per share in cash at closing, plus one non-tradeable contingent value right, which represents the contractual right to receive two contingent cash payments of up to an aggregate of $3.00 per share, subject to achievement of specified milestones

The transaction valued Lisata at a significant premium to the historical market price of Lisata common stock prior to the announcement of the proposed transaction and provides potential additional upside if the specified milestones are achieved

Lisata Board of Directors unanimously recommends stockholders to tender their shares

The transaction is expected to close in the third quarter of 2026, subject to the satisfaction of customary closing conditions, including the achievement of the required threshold of shares tendered

LIBERTY CORNER, N.J., June 10, 2026 (GLOBE NEWSWIRE) -- Lisata Therapeutics, Inc. (NASDAQ:LSTA) ("Lisata"), a clinical-stage pharmaceutical company developing innovative therapies for the treatment of advanced solid tumors and other serious diseases, today announced that Kuva Acquisition Corp. ("Purchaser"), a wholly owned subsidiary of Kuva Labs Inc. ("Kuva"), has commenced the previously announced tender offer to purchase all of the issued and outstanding shares of common stock of Lisata.

The tender offer is being made pursuant to the Agreement and Plan of Merger dated March 6, 2026, among Lisata, Purchaser and Kuva (as it may be amended from time to time, the "Merger Agreement").

Transaction Details

Under the terms of the Merger Agreement, Kuva will commence a tender offer to acquire all the issued and outstanding shares of Lisata common stock for:

• $4.00 per share in cash, paid at the closing of the transaction (the "Closing Amount").
  
   
• One non-tradeable contingent value right ("CVR"), representing a contractual right to receive two contingent cash payments up to an aggregate of $3.00 per CVR subject to achievement of specified milestones. The CVR entitles the holders of record to receive an additional cash payment of $1.25 per share, upon the achievement of, with respect to a Phase 2a, double-blind, placebo-controlled, randomized, proof-of-concept study evaluating LSTA1 when added to standard of care (temozolomide) versus temozolomide and matching LSTA1 placebo in subjects with newly diagnosed Glioblastoma Multiforme (GBM) (Protocol Number: LSTA1-GBM-2A), (i) completion of enrollment of such trial, (ii) the enrollment of at least 90% of the target number of subjects of such trial or (iii) the termination of such trial by its sponsor for any reason (the "First Milestone") and an additional cash payment of $1.75 per share upon the achievement of with respect to any product candidate referred to as of the date of the merger agreement as certepetide (formerly LSTA1 or CEND-1), the filing or formal acceptance for review by any governmental authority of any New Drug Application for certepetide (formerly LSTA1 or CEND-1) (the "Second Milestone", and together with the First Milestone, the "Milestones"). Should any of the Milestones not be met, then no additional consideration will be payable to the holders of the CVRs in relation to the applicable Milestone.

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.