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Item 9A. Controls and Procedures

2025-02-27 compared with 2024-02-29 · 71 added, 42 removed, 214 unchanged (35% of the section changed)

2 unchanged sentences

Disclosure controls and procedures are our controls and other procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934), as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports that we file under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer, who serves as our principal executive officer and who served as our principal financial officer until April 15, 2024, and our Senior Vice President, Finance and Treasury and Chief Accounting Officer, who has served as our principal financial officer from April 15, 2024 to present (together, the “Evaluating Officers”), as appropriate, to allow timely decisions regarding required disclosure.

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

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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, 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.

As of December 31, 2024, we evaluated, with the participation of our management, including our Evaluating Officers, 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 Evaluating Officers 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 Evaluating Officers, as appropriate to allow timely decisions regarding required disclosure.

Internal Control Over Financial Reporting

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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,” and “Code of Ethics” in our Proxy Statement for the 2024 Annual Meeting of Stockholders.

The response to this item is incorporated by reference from the discussion responsive thereto under the captions “Management and Corporate Governance,” and “Code of Ethics” in our Proxy Statement for the 2025 Annual Meeting of Stockholders.

The following table sets forth the name and position of each of our executive officers and directors as of February 27, 2025.

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Executive Vice President R&D and Chief Medical Officer

James Nisco Senior Vice President, Finance and Treasury and Chief Accounting Officer

Tariq Imam Senior Vice President, Business Development and Operations and General Counsel

Class II Director;

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Mohammad Azab, MD, MBA Class III Director

Executive Officers

was appointed as our President and Chief Executive Officer on March 28, 2017.

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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.

Nisco was appointed as our Senior Vice President, Finance and Treasury and Chief Accounting Officer on April 15, 2024.

From August 2020 through April 2024, Mr.

Nisco served as our Vice President of Finance & Treasury, and from February 2012 to August 2020, Mr.

Nisco served as our Senior Director of Treasury, Financial Planning and Analysis.

Nisco oversees all finance activities for the Company and is responsible for SEC reporting, financial reporting and accounting, treasury operations and financial planning and analysis.

With over 30 years of experience in corporate finance, Mr.

Nisco has held various senior finance positions prior to Lisata, including at OSI Pharmaceuticals, Inc.

(acquired by Astellas) and Ciba Corporation (acquired by The BASF Group).

Nisco began his career at Ciba-Geigy (now Novartis Pharmaceuticals).

Nisco holds an MBA in Financial Management from Pace University and a Bachelor of Science in Business Economics from the State University of New York, College at Oneonta.

Imam was appointed as our Senior Vice President, Business Development and Operations and General Counsel on February 3, 2025 and has served as Head of Business Development of the Company since May 2016.

As of April 2023, Mr.

Imam has also served as Corporate Counsel of the Company.

Before joining Lisata, Mr.

Imam led business and corporate development functions at various specialty pharmaceutical companies, ranging from clinical to commercial stages, including, Mist Pharmaceuticals, Akrimax Pharmaceuticals and Rouses Point Pharmaceuticals.

Prior to that, Mr.

Imam held positions of increasing responsibility at Humana (NYSE:

HUM) within the corporate integration/M&A group.

Imam also worked in the corporate finance and strategy division of Orion Health.

Imam’s legal career began in the areas of mergers and acquisitions, securities offerings, and other transactional work.

Imam then went on to represent clients in civil matters such as contract, property, and family disputes, followed by practice in the areas of corporate restructuring, divestitures, and insolvency within the life sciences sector at an international law firm.

Throughout his career, Mr.

Imam has and continues to counsel individuals, small businesses, not-for-profit organizations, and growing companies, through private advisement.

Imam holds an A.B.

in Politics from Princeton University, a J.D.

from the New York University School of Law and an MBA in Finance from the New York University Stern School of Business.

Non-Employee Directors

was appointed to our board of directors in October 2016 and was elected Chairman by our board of directors on February 16, 2017.

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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 topicals CDMO where he is the chairman of the board;

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

BIOVECTRA, a leading small molecule and biologics CDMO;

and NJ Bio, a leading antibody drug conjugate contract research organization.

From 2021 until April 2024, he served on the board of directors of Recipharm, a leading pharmaceutical contract development & manufacturing organization.

Since 2021 he has served on the board of Formulated Solutions, a topicals contract development & manufacturing organization where he is the chairman of the board and BioIVT, a leading supplier of biologics specimens for biotech research.

In addition, Mr.

Klosk served on the board of Golden Arrow Merger Corp., which merged in August 2024 with Bolt Project Holdings Inc.

BSLK), a pioneer in sustainable biomaterials for consumer products.

Klosk served both as a board member and an audit committee member of Bolt Project Holdings until February 2025.

Klosk previously served on the boards of BIOVECTRA, a leading small molecule and biologics CDMO until September 2024 and NJ Bio, a leading antibody drug conjugate contract research organization from March 2021 through December 2024.

Klosk held other executive positions at Cambrex Corporation, including President, Executive Vice President & COO as well as President, Pharma Business Unit (2007-2008) where he had full P&L and balance sheet responsibility for four operating units in North America and Europe.

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Azab has served on the board of directors of Xenon Pharmaceuticals Inc.

XENE), a biopharmaceutical company delivering innovative medicines to patients with neurological disorders, since January 2003.

XENE), a biopharmaceutical company delivering innovative medicines to patients with neurological disorders, from January 2003 to June 2024.

Previously, Dr.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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

The response to this item is incorporated by reference from the discussion responsive thereto under the captions “Certain Relationships and Related Party Transactions” and “Governance of Lisata Therapeutics Inc.” in our Proxy Statement for the 2025 Annual Meeting of Stockholders.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

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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.

2018 Equity Incentive Compensation Plan, effective June 20, 2018, as amended on June 18, 2020, June 16, 2021, September 15, 2022, June 14, 2023 and June 27, 2024.

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.

2017 Employee Stock Purchase Plan, effective as of March 28, 2017, as amended on June 20, 2018, June 14, 2023 and June 27, 2024.

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).

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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).

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.

and each purchaser identified on the signature pages thereto (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the SEC on April 24, 2020).

Placement Agent Agreement, dated November 5, 2019, as subsequently amended on each of March 11, 2020, April 23, 2020 and May 25, 2020, by and between Caladrius Biosciences, Inc.

Wainwright & Co., LLC (filed as Exhibit 10.2 to the Company's Current Report on Form 8-K, filed with the SEC on May 26, 2020).

Form of Purchase Agreement, dated May 25, 2020, by and between Caladrius Biosciences, Inc.

and each purchaser identified on the signature pages thereto (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the SEC on May 26, 2020).

Form of Purchase Agreement, dated July 10, 2020, by and between Caladrius Biosciences, Inc.

and each purchaser identified on the signature pages thereto (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the SEC on July 10, 2020).

Form of Registration Rights Agreement, dated July 10, 2020, by and between Caladrius Biosciences, Inc.

and each purchaser identified on the signature pages thereto (filed as Exhibit 10.2 to the Company's Current Report on Form 8-K, filed with the SEC on July 10, 2020).

Form of Purchase Agreement, dated January 21, 2021, by and between Caladrius Biosciences, Inc.

and certain Investors, as defined therein (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the SEC on January 25, 2021).

Form of Registration Rights Agreement, dated January 21, 2021, by and between Caladrius Biosciences, Inc.

and each purchaser identified on the signature pages thereto (filed as Exhibit 10.2 to the Company's Current Report on Form 8-K, filed with the SEC on January 25, 2021).

Form of Institutional Securities Purchase Agreement, by and between Caladrius Biosciences, Inc.

and each purchaser identified on the signature pages thereto (incorporated by reference to Exhibit 10.1 of the Registrant’s Form 8-K filed on February 16, 2021).

Form of Institutional Additional Securities Purchase Agreement, by and between Caladrius Biosciences, Inc.

and each purchaser identified on the signature pages thereto (incorporated by reference to Exhibit 10.2 of the Registrant’s Form 8-K filed on February 16, 2021).

Placement Agent Agreement, dated February 11, 2021, by and between Caladrius Biosciences, Inc.

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).

Cend 2016 Equity Incentive Plan, including all amendments thereto (filed as Exhibit 99.1 to the Company's Registration Statement on Form S-8, filed with the SEC on October 17, 2022).

At The Market Offering Agreement, dated June 4, 2021, by and between Caladrius Biosciences, Inc.

Wainwright & Co., LLC (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the SEC on June 4, 2021).

Exclusive License Agreement, dated December 1, 2015, by and between Cend Therapeutics, Inc.

(f/k/a DrugCendR, LLC) and Sanford Burnham Prebys Medical Discovery Institute (filed as Exhibit 10.18 to the Company's Registration Statement on Form S-4, filed with the SEC on June 15, 2022).

First Amendment to Exclusive License Agreement, dated March 8, 2016, by and between Cend Therapeutics, Inc.

(f/k/a DrugCendR, LLC) and Sanford Burnham Prebys Medical Discovery Institute (filed as Exhibit 10.19 to the Company's Registration Statement on Form S-4, filed with the SEC on June 15, 2022).

Second Amendment to Exclusive License Agreement, dated May 10, 2019, by and between Cend Therapeutics, Inc.

(f/k/a DrugCendR, LLC) and Sanford Burnham Prebys Medical Discovery Institute (filed as Exhibit 10.20 to the Company's Registration Statement on Form S-4, filed with the SEC on June 15, 2022).

Third Amendment to Exclusive License Agreement, dated September 24, 2020, by and between Cend Therapeutics, Inc.

(f/k/a DrugCendR, LLC) and Sanford Burnham Prebys Medical Discovery Institute (filed as Exhibit 10.21 to the Company's Registration Statement on Form S-4, filed with the SEC on June 15, 2022).

Exclusive License and Collaboration Agreement, dated as of November 30, 2024, by and between Lisata Therapeutics, Inc.

and Kuva Labs, Inc.

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.

Insider Trading Policy, effective as of October 30, 2015 (filed as Exhibit 19.1 on the Company's Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 29, 2024).

Incentive Recoupment Policy, effective as of March 28, 2023 (filed as Exhibit 97 to the Company's Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 29, 2024).

Subsidiaries of Lisata Therapeutics, Inc.

Consent of Grant Thornton LLP.

Certification of Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer pursuant to 18 U.S.C.

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Executive Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant Section 906 of the Sarbanes-Oxley Act of 2002.

XBRL Instance Document

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LISATA THERAPEUTICS, INC.

Chief Executive Officer

(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

President & Chief Executive Officer

(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature Title Date

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

Director and President and Chief Executive Officer (Principal Executive Officer) February 27, 2025

/s/ James Nisco

SVP, Finance and Treasury and Chief Accounting Officer (Principal Financial Officer and Principal Accounting Officer)

February 27, 2025

/s/ Gregory B.

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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