Lisata Therapeutics Inc (NASDAQ:LSTA, FRA:8NE) has agreed to be acquired by privately held Kuva Labs Inc. for $4 per share in cash, plus a contingent value right worth up to an additional $3.00 per share tied to drug development milestones.
Kuva’s wholly owned subsidiary Kuva Acquisition Corp launched the tender offer on June 10, with the offer period set to expire July 10, 2026
Shareholders who tender their shares will also receive one non-tradeable CVR entitling them to $1.25 per share upon enrollment milestones in a Phase 2a glioblastoma trial evaluating Lisata’s lead candidate certepetide, and a further $1.75 per share if a New Drug Application for certepetide is filed or accepted for review by a regulatory authority. Lisata’s board unanimously recommended that stockholders tender their shares. The merger agreement contains no financing condition, though Kuva disclosed it has not yet secured committed financing for the deal and intends to fund the acquisition through a combination of debt, equity, or credit facilities.
Following a successful tender of a majority of shares, Kuva will acquire remaining shares through a second-step merger at the same consideration. The transaction is expected to close in the third quarter of 2026. Upon completion, Lisata will be delisted from the Nasdaq Capital Market