LISATA THERAPEUTICS, INC. 8-K

What Happened

• On January 20, 2026 Lisata Therapeutics entered a binding term sheet with Kuva Labs under which Kuva will commence a tender offer to buy, on a fully‑diluted basis, all outstanding Lisata common shares for $4.00 per share in cash and then effect a short‑form merger under Delaware law. The Lisata Board unanimously determined the transaction is advisable and in stockholders’ best interests.
• In addition to the $4.00 cash, each share tendered or exchanged will be entitled to two non‑tradeable contingent value rights (CVRs): $1.00 per share payable within 12 months after certain Greater China rights revert to Lisata, and $1.00 per share payable upon filing an NDA (or similar) to seek approval to commercialize Lisata’s asset certepetide in any jurisdiction.
• Kuva represented the Offer will not be conditioned on financing and has obtained funding commitments (subject to diligence and definitive terms). The parties will negotiate a definitive Purchase Agreement; the term sheet includes timing, exclusivity and break‑fee provisions.

Key Details

• Offer price: $4.00 per Lisata share in cash; plus two CVRs totaling up to $2.00 per share contingent on specified milestones.
• Term sheet date: January 20, 2026; press release furnished January 21, 2026. Term sheet expires February 28, 2026.
• Breakup fee: $2,000,000 payable by the party that fails to enter the Purchase Agreement on materially consistent terms by February 27, 2026 (subject to specified exceptions).
• Tender/closing condition: Kuva must receive valid tenders representing at least a majority of Lisata’s aggregate voting power to be required to close; non‑tendered shares (other than permitted “Rollover Shares”) will be cashed out in the merger.

Why It Matters

• This agreement provides Lisata stockholders with an immediate cash proposal of $4.00 per share plus potential upside of up to $2.00 per share through CVRs tied to product‑development and regional rights milestones. The Board’s unanimous support is a material step toward a transaction, but the tender offer has not yet begun and the definitive Purchase Agreement is still to be negotiated.
• Important next steps for investors: Kuva is expected to file a Tender Offer Statement on Schedule TO (and Lisata will file a Solicitation/Recommendation Statement on Schedule 14D‑9). These filings will contain full terms and instructions—investors should read them carefully once available before deciding whether to tender shares.