Lisata terminates Kuva Labs merger after failed financing for tender offer

Lisata Therapeutics announced on July 24, 2026 that it had terminated the Agreement and Plan of Merger dated March 6, 2026 with Kuva Labs Inc. and its subsidiary Kuva Acquisition Corp., acting under Section 8.3(a) of the merger agreement.¹

Under the original terms, Purchaser had agreed to acquire all outstanding Lisata common shares through a tender offer at $4.00 per share in cash, plus one contingent value right worth up to $3.00 in aggregate, tied to certain milestones.¹ The tender offer was to be followed by a merger acquiring any remaining shares at the same price.¹

The deal had already been extended once. On July 16, 2026, the parties signed an amendment extending the Outside Date under the merger agreement from July 17, 2026 to July 21, 2026.²

Despite the extension, the offer collapsed. The termination followed Parent and Purchaser's failure to accept for payment all validly tendered shares after the offer expired one minute after 11:59 p.m. New York time on July 20, 2026.¹ Kuva Labs told Lisata it had been unable to secure sufficient financing to fund the offer and would instruct Equiniti Trust Company, the depositary and paying agent, to return tendered shares to holders.¹

As a consequence, Kuva Labs is obligated under the merger agreement to pay Lisata a $2,000,000 termination fee.¹ Lisata said it reserves all rights to pursue further legal remedies, including damages for willful breach and enforcement costs, though it cautioned there is no assurance it could actually collect damages given its limited resources to fund litigation and Kuva's or Purchaser's potential inability to satisfy any judgment.¹

Separately, Lisata's board of directors plans to assess strategic options to enhance stockholder value, including a reverse merger, other business combination, asset sales, dissolution, or other strategic transactions.¹ The company has not set a timetable for completing this review and does not plan to comment further unless the board approves a definitive course of action or other disclosure becomes required.¹