What changed in this filing

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Item 9A. Controls and Procedures

2024-02-29 compared with 2023-03-30 · 44 added, 123 removed, 212 unchanged (44% of the section changed)

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Controls and procedures can only provide reasonable, not absolute, assurance that the above objectives have been met.

As of December 31, 2022, we evaluated, with the participation of our management, including our Chief Executive Officer (who serves as both Principal Executive Officer and Principal Financial Officer), the effectiveness our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

As of December 31, 2023, we evaluated, with the participation of our management, including our Chief Executive Officer (who serves as both Principal Executive Officer and Principal Financial Officer), the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Based on that evaluation, our Chief Executive Officer concluded that our disclosure controls and procedures were effective, at the reasonable assurance level, in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to management, including the Chief Executive Officer, as appropriate to allow timely decisions regarding required disclosure.

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OTHER INFORMATION.

Item 5.02 Departure of Directors or Certain Officers;

Election of Directors;

Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers.

On March 28, 2023, our board of directors, in accordance with the recommendation of our Compensation Committee, adopted the Lisata Therapeutics, Inc.

Clawback Policy (the “Clawback Policy”).

The Clawback Policy requires the Company to seek recoupment of certain incentive-based compensation received by (i) the Company’s current and former executive officers, as determined by the board of directors in accordance with the requirements of Section 10D of the Exchange Act and any applicable rules or standards adopted by the SEC and any national securities exchange on which the Company’s securities are listed, and (ii) such other employees who may from time to time be deemed subject to the Clawback Policy by the board of directors, in the event that the Company is required to prepare an accounting restatement that corrects an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.

The foregoing description of the terms of the Clawback Policy does not purport to be complete and is qualified in its entirety by reference to the full text of the Clawback Policy, which is filed as Exhibit 10.24 to this Annual Report on Form 10-K.

During the three months ended December 31, 2023, no director or officer of the Company adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The response to this item is incorporated by reference from the discussion responsive thereto under the captions “Management and Corporate Governance Matters,” “Section 16(a) Beneficial Ownership Reporting Compliance,” and “Code of Ethics” in the our Proxy Statement for the 2023 Annual Meeting of Stockholders.

The following table sets forth the name and position of each of our executive officers and directors as of March 30, 2023.

The response to this item is incorporated by reference from the discussion responsive thereto under the captions “Management and Corporate Governance Matters,” and “Code of Ethics” in our Proxy Statement for the 2024 Annual Meeting of Stockholders.

The following table sets forth the name and position of each of our executive officers and directors as of February 29, 2024.

Name Position(s)

Chief Executive Officer and Class II Director

David Slack President and Chief Business Officer and Class I Director

President and Chief Executive Officer and Class II Director

Executive Vice President R&D and Chief Medical Officer

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Heidi Henson Class II Director

Erkki Ruoslahti, M.D., Ph.D.

Class I Director

Mohammad Azab, MD, MBA Class III Director

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of Japan and a member of the Roche Group.

Mazzo has also held senior management and executive positions in research and development and was a director of the Essex Chimie European subsidiary at Schering-Plough Corporation, a publicly held pharmaceutical company that was subsequently acquired by Merck & Co., Inc.;

Hoechst Marion Roussel, Inc., the U.S.

Prior to that, Dr.

Mazzo was Senior Vice President of Development Operations at the Schering-Plough Research Institute and was a director of the Essex Chimie European subsidiary at Schering-Plough Corporation, a publicly held pharmaceutical company that was subsequently acquired by Merck & Co., Inc.

Earlier in his career, Dr.

Mazzo held senior management and executive positions in R&D at Hoechst Marion Roussel, Inc., the U.S.

subsidiary of Hoechst AG, that was subsequently acquired by Sanofi, a multinational pharmaceuticals company;

and Rhone-Poulenc Rorer, Inc., a subsidiary of Rhone-Poulenc SA, a French pharmaceuticals company, that was subsequently acquired by Hoechst AG.

He previously served on the board of directors of publicly held EyePoint Pharmaceuticals, Inc.

(formerly known as pSivida Corp.), a biopharmaceutical company, from October 2005 to June 2020, Seneca Biopharmaceuticals, Inc.

SNCA), a therapeutics development company focused on CNS applications that merged with Palisade BIO, from April 2019 to April 2021 and Avanir Pharmaceuticals, Inc., from October 2005 through January 2015, a pharmaceutical company that was sold to Otsuka Holdings in 2015.

He currently serves on the board of directors of VTI, Inc.

VTI), a developer and seller of therapeutic contact lenses, where he has served as Chairman of the board since February 2020 and Feldan Therapeutics, a private company developing technology for the intracellular delivery of therapeutic agents, where he has served on the board since January 2021.

He previously served on the board of directors of publicly held Visioneering Technologies, Inc., a developer and seller of therapeutic contact lenses for myopia progression control from February 2020 to February 2024 during which time he was Chairman of the board;

EyePoint Pharmaceuticals, Inc., a biopharmaceutical company focused on treatments for diseases of the back of the eye, from October 2005 to June 2020 and was Chairman of the board from 2007 to 2018;

Seneca Biopharmaceuticals, Inc., a therapeutics development company focused on CNS applications that merged with Palisade BIO, from April 2019 to April 2021 and Avanir Pharmaceuticals, Inc., a pharmaceutical company working in the area of products for CNS diseases, from October 2005 through January 2015, that was sold to Otsuka Holdings in 2015.

He currently serves on the board of directors of Feldan Therapeutics, a private company developing technology for the intracellular delivery of therapeutic agents, where he has served on the board since January 2021 and as Chairman since October 2023.

Mazzo earned a B.A.

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He was also a research fellow at the Ecole Polytechnique Federale de Lausanne, Switzerland.

Slack was appointed as President and Chief Business Officer and as a member of our board of directors in September 2022, and prior to that served as a member of the Cend board of directors since December 3, 2019 and as its President and Chief Executive Officer since March 29, 2021.

He is responsible for overseeing all Research and Development and operational activities, as well as overseeing fundraising, business development and M&A activity.

Slack also currently serves as an Industry Advisor for non-profit pancreatic cancer patient advocacy organization, Trovanow, where he advises the organization with respect to prospective industry partnership and philanthropic fundraising.

From March 2020 to March 2021, Mr.

Slack was a Consultant for Cend.

From January 2004 to March 2021, Mr.

Slack served as a Principal of DS Lifescience Consulting.

Also, from August 2016 to July 2020 he was the Chief Business Officer of Viracta Therapeutics, a publicly traded company, listed on Nasdaq.

From 2000 to 2004, Mr.

Slack served as Vice President of Business Development for Ionis Pharmaceuticals, Inc.

a publicly traded company, listed on Nasdaq.

From 1998-2000, Mr.

Slack served as Director of Technology Alliances and Licensing at Rhone-Poulenc Rorer Pharmaceuticals and Aventis Pharmaceuticals, a publicly listed pharmaceutical company He received his Bachelor of Arts in Psychology and his Bachelor of Science in Molecular Biology from California State University Sacramento.

Slack received his Masters of Business Administration in Business and Strategic Marketing from Monterey Institute of International Studies (now Middlebury Institute of International Studies).

Buck joined Lisata in September 2021 as Executive Vice President of R&D and Chief Medical Officer (“CMO”) of the Company.

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Her experience ranges over multiple therapeutic indications including cardiovascular/metabolic, rare diseases, gastrointestinal, neuroscience, oncology, immunology, and women’s health.

Buck currently serves as a Senior Medical Advisor and member of the Scientific Advisory Board for global contract research organization;

Buck is a board certified and licensed physician who received her medical degree from the Pennsylvania State University School of Medicine and completed her internship and residency in Internal Medicine at Abington Memorial Hospital before working in a private practice as a primary care physician.

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from Harvard Business School.

He currently serves on the boards of FAST Biomedical since January 2020, Memgen, Inc.

since October 2018, and Aquestive Therapeutics, Inc.

He previously served on the boards of Cambrex Corporation, Faron Pharmaceuticals, Oy, Invuity, Inc.

and Vanderbilt Clinical, S.a.r.l.

He currently serves on the boards of Adimab, LLC since 2023, Memgen, Inc since 2018, and Aquestive Therapeutics since 2017.

He previously served on the boards of FAST Biomedical, Cambrex Corporation, Faron Pharmaceuticals Oy, Invuity, Inc., and Vanderbilt Clinical S.a.r.l.

Klosk joined our board of directors in 2014.

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Cambrex is one of the leading providers of active pharmaceutical ingredients, advanced intermediates and finished dosage form products to the branded and generic pharmaceutical markets, where he served as President and Chief Executive Officer from May 2008 through June 2020.

In that role he was responsible for all aspects of Cambrex’s global business with manufacturing and R&D facilities in the United States, Sweden, Italy, Estonia and Germany.

In that role he was responsible for all aspects of Cambrex’s global business with manufacturing and R&D facilities in the United States, Sweden, Italy, Estonia, Canada, Scotland, and Germany.

In addition, he has served on the board of directors of Recipharm, a leading pharmaceutical contract development & manufacturing organization since March 2021 and Golden Arrow Merger Corp.

since March 2021.

In addition, since 2021 he has served on the board of directors of Formulated Solutions, a topicalsCDMO where he is the chairman of the board;

In addition, since 2021 he has served on the board of directors of Formulated Solutions, a topicals CDMO where he is the chairman of the board;

BioIVT, a leading supplier of biologics specimens for biotech research;

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Flowers was appointed to our board of directors in November 2018.

She is the owner of EIR Advisory LLC, a life sciences advisory and strategic investment firm.

She is currently CEO of OMEZA Holdings, Inc., an advanced wound care company.

From February 2014 through November 2017, Ms.

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Kennedy School of Government at Harvard University and the board of directors for the Sarah Cannon Oncology Research Institute.

She currently serves as a Wharton Business School Leadership Advisor.

Flowers holds an M.B.A.

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from the University of Delaware.

Henson was appointed to our board of directors in September 2022 and before that served as a member of the Cend board of directors since 2019.

Since 2021, she has served as the Chief Financial Officers of Pardes Biosciences, Inc., a publicly traded company listed on Nasdaq under the symbol “PRDS”, where she is responsible for building out the company’s infrastructure and implementing processes and procedures relating to being a public company.

She also concurrently serves on the board of directors of PepGen, Inc.

From 2012-2012 she served on the board as Chief Financial Officer of the San Diego Children’s Choir, and from 2010 to 2013 she served as the board as Treasurer of the San Diego Children’s Choir Parent Association.

From 2020 to 2021 she was a consultant for Pardes.

From 2019-2020 Ms.

Henson served as the Chief Financial Officer of Imbria Pharmaceuticals, Inc.

and from 2018 to 2019 she was the Chief Financial Officer and Chief Compliance Officers of Respivant Sciences, Inc.

where she was responsible for the implementation and monitoring of the compliance program.

From 2014 to 2018, she served as the Chief Financial Officers of Kura Oncology, Inc, a publicly traded company listed on Nasdaq under the symbol “KURA”, where she led the private placement, reverse merger, and up-listing of the company to Nasdaq.

From 2012 to 2018, she was the Chief Financial Officer for Wellspring Biosciences, LLC and its parent company Araxes Pharma, LLC.

From 2007 to 2012, Ms.

Henson was the Vice President of Finance for Intellikine, Inc.

From 2005 to 2011, she worked as a consultant for various pharmaceutical industry clients, and she would assist with SEC reporting, implementation of financial processes and controls and implementation of SOX 404 compliance plans and documentation.

From 2004 to 2005, she was the Controller for La Jolla Pharmaceutical Company, listed on Nasdaq under “LJPC”.

Prior to 2005 she was a Director, Finance at Anadys Pharmaceutical, Inc.

ANDS), held several positions at Fair Isaac & Co, Inc (Nasdaq:

FICO), and was a financial analyst at Alaris Medical Systems, Inc.

and senior auditor from

PricewaterhouseCoopers, LLP.

Henson received her Bachelors of Accountancy from the University of San Diego and is a member of the Association of Bioscience Financial Officers.

Erkki Ruoslahti, M.D., Ph.D.

Ruoslahti was appointed to our board of directors in September 2022, and prior to that he served as a member of the Cend board of directors since 2015 and as its Founder, President and Chief Executive Officer from 2015 to 2020.

Ruoslahti became a Consultant for Cend.

He has over 30 years of experience in biotech that includes founding Impilo Therapeutics, Inc.

where he served as a Director until about September 2020 when it was acquired by Cend.

Most significantly, from January 1976 to September 2020 Dr.

Ruoslahti has served as Researcher, Scientific Director, President, Chief Executive Officer of Sanford Burnham Prebys Medical Discovery Institute where he took the once fledgling 50-person research organization to a world-renowned research institution.

When he stepped down as Chief Executive Officer, the institute had 500 employees and was ranked number one among all research organizations in world in the number of citations its publications received in the cell/molecular biology literature.

The core technology from Cend originates from his laboratory.

Currently, Dr.

Ruoslahti has an informal emeritus relationship with the institute.

From 2005 to 2008 he served as a Director for Advances Technologies, Inc, a publicly traded company listed on Nasdaq.

From 2000 to 2002, he co-founded was a Director of Targeted Molecules, Inc.

and from 1993 to 1996 he served as a Director of Canji and from 1987 to 1995, he co-founded and served as a director of Telios Pharmaceuticals, Inc.

a publicly traded company on Nasdaq.

Ruoslahti received his M.D., and Ph.D.

from the University of Helsinki, Helsinki Finland.

From 1968 to 1970 he was a Postdoctoral fellow at CalTech.

Ruoslahti is a member of the U.S.

National Academy of Sciences.

Henson was appointed to the Lisata Board in September 2022 and serves as the Chairman of the Audit Committee.

Henson possesses two decades of financial operations experience with both public and private companies.

In addition, Ms.

Henson currently serves on the board of directors of PepGen and Perspective Therapeutics.

Henson previously served as Chief Financial Officer at Pardes Biosciences where she was instrumental in completing their tender offer transaction, as well as their de-SPAC transaction.

Prior to Pardes, she served as the Chief Financial Officer for Imbria Pharmaceuticals, Kura Oncology, Wellspring Biosciences, and their parent company, Araxes Pharma.

Henson holds a BS in Accounting from the University of San Diego and is a Certified Public Accountant (currently inactive) in California .

Mohammad Azab, MD, MBA

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The response to this item is incorporated by reference from the discussion responsive thereto under the captions “Executive Compensation” and “Lisata Director Compensation” in our Proxy Statement for the 2024 Annual Meeting of Stockholders.

The section entitled “Pay Versus Performance” in our 2024 Proxy Statement is not incorporated by reference herein.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

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Amendments to Amended and Restated Bylaws of Lisata Therapeutics, Inc., effective as of September 18, 2017 (filed as Exhibit 3.1 to the Company's Current Report on Form 8-K, filed with the SEC on September 21, 2017).

Description of Capital Stock.

Description of Capital Stock (filed as Exhibit 4.3 to the Company's Annual Report on Form 10-K, for the year ended December 31, 2019, filed with the SEC on March 5, 2020).

Form of Warrant (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K, filed with the SEC on April 24, 2020).

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Form of Warrant (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K, filed with the SEC on January 25, 2021).

Director Compensation Policy, dated April 21, 2021.

Lisata Therapeutics, Inc.

2018 Equity Incentive Compensation Plan, as amended, effective as of September 15, 2022.

2018 Equity Incentive Compensation Plan, effective June 20, 2018, as amended on June 18, 2020 and further amended on June 16, 2021.

2015 Equity Incentive Compensation Plan, effective July 15, 2015.

Amended & Restated 2009 Equity Compensation Plan, effective October 4, 2012.

2017 Employee Stock Purchase Plan, as amended (incorporated by reference to Appendix B of the Company's definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on April 24, 2018).

Director Compensation Policy, dated April 21, 2021 (filed as Exhibit 10.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 30, 2023).

2018 Equity Incentive Compensation Plan, effective June 20, 2018, as amended on June 18, 2020, June 16, 2021, September 15, 2022 and June 14, 2023.

2015 Equity Incentive Compensation Plan, effective July 15, 2015 (filed as Exhibit 10.4 to the Company's Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 30, 2023).

Amended & Restated 2009 Equity Compensation Plan, effective October 4, 2012 (filed as Exhibit 10.5 to the Company's Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 30, 2023).

2017 Employee Stock Purchase Plan, effective as of March 28, 2017, as amended on June 20, 2018 and June 14, 2023.

Form of Indemnification Agreement between the Company and each of its directors and officers (filed as Exhibit 10.2 to the Company's Current Report on Form 8-K, filed with the SEC on September 15, 2022).

Employment Agreement, dated as of January 5, 2015 and effective on January 5, 2015, by and between the Company and David J.

(filed as Exhibit 10.2 to the Company's Current Report on Form 8-K filed on January 5, 2015).

Amendment, dated as of January 16, 2015, to Employment Agreement, dated as of January 5, 2015 and effective on January 5, 2015, by and between the Company and David J.

(filed as Exhibit 10.2 to the Company's Current Report on Form 8-K filed on January 16, 2015).

Amendment to Employment Agreement, dated as of July 25, 2016, by and between the Company and David J.

Mazzo, PhD (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q.

for the quarter ended June 30, 2016, filed with the SEC on August 9, 2016).

Amendment to Employment Agreement with David J.

Mazzo, effective September 18, 2017 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 21, 2017).

Amendment to Employment Agreement with David J.

Mazzo, dated December 6, 2018 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 7, 2018).

Amended and Restated Employment Agreement with David J.

Mazzo, dated March 19, 2021 (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the SEC on March 19, 2021).

Employment Agreement dated as of September 15, 2022 by and between Lisata Therapeutics, Inc.

and David Slack, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the SEC on September 15, 2022).

Severance Agreement with David Slack, dated May 1, 2023 (filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, filed with the SEC on August 14, 2023).

Form of Purchase Agreement, dated April 23, 2020, by and between Caladrius Biosciences, Inc.

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Wainwright & Co., LLC (filed as Exhibit 10.3 to the Company's Current Report on Form 8-K, filed with the SEC on February 16, 2021).

Lisata Therapeutics, Inc.

Clawback Policy, effective as of March 28, 2023.

Code of Ethics for Senior Financial Officers, effective as of November 7, 2022.

Code of Ethics for Senior Financial Officers, effective as of November 7, 2022 (filed as Exhibit 14.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 30, 2023).

Insider Trading Policy, effective as of October 30, 2015.

Incentive Recoupment Policy, effective as of March 28, 2023.

Subsidiaries of Lisata Therapeutics, Inc.

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+ Management contract or compensatory plan, contract or arrangement required to be filed as an exhibit to this Form 10-K pursuant to Item 15(b) of Form 10-K.

Filed herewith.

Furnished herewith.

FORM 10-K SUMMARY

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in Basking Ridge (Bernards Township), State of New Jersey, on March 30, 2023.

LISATA THERAPEUTICS, INC.

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Signature Title Date

Director and Chief Executive Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) March 30, 2023

/s/ David Slack

David Slack, MDA

Director and Chief Business Officer March 30, 2023

Director and Chief Executive Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) February 29, 2024

/s/ Gregory B.

Chairman of the Board of Directors March 30, 2023

Chairman of the Board of Directors February 29, 2024

/s/ Mohammad Azab

Mohamad Azab, MD, MBA

Director March 30, 2023

Director February 29, 2024

/s/ Cynthia L.

Director March 30, 2023

Director February 29, 2024

/s/ Heidi Henson

Director March 30, 2023

Director February 29, 2024

/s/ Steven M.

Director March 30, 2023

/s/ Erkki Ruoslahti

Erkki Ruoslahti, MD, PhD

Director March 30, 2023

Director February 29, 2024

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures