Lisata adjourns vote on preferred stock conversion, reconvenes November 30

Lisata Therapeutics held its 2026 annual meeting of stockholders on November 9, 2026, according to a Form 8-K filed with the SEC. Of the 10,804,066 shares of common stock outstanding as of the record date, 8,172,668 shares, representing about 75.64 percent, were present or represented by proxy at the meeting.¹

Stockholders voted on seven of eight proposals. One matter was not voted on: Proposal No. 3, covering approval of issuing common stock upon conversion of the company's Series C Non-Voting Convertible Preferred Stock, which would represent more than 20% of outstanding common stock and would result in a change of control under Nasdaq Listing Rules 5635(a) and 5635(b).¹ The meeting was adjourned solely on this proposal, with no vote taken, and will be reconvened solely for this item on November 30, 2026.¹ The adjournment was made to allow more time to solicit proxies and for Nasdaq to act on the company's initial listing application.¹ The board continues to recommend stockholders vote "FOR" the Conversion Proposal.¹

Among the approved items, stockholders authorized an amendment to the certificate of incorporation permitting a reverse stock split at a ratio the board will set between 1-for-5 and 1-for-15, without changing the number of authorized shares or requiring further stockholder approval.¹ Votes also approved the 2026 Equity Incentive Plan, which carries an initial reserve of 44,764,472 shares and will increase automatically each January 1 starting in 2027 by 5% of outstanding shares¹, and the 2026 Employee Stock Purchase Plan, with an initial reserve of 3,730,372 shares¹. Shareholders reelected two Class I directors and ratified Grant Thornton LLP as auditor for 2026.