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Item 9A. Controls and Procedures

2026-03-12 compared with 2025-02-27 · 38 added, 20 removed, 265 unchanged (18% of the section changed)

9 unchanged sentences

As of December 31, 2025, 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.

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

18 unchanged sentences

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 2026 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.

The following table sets forth the name and position of each of our executive officers and directors as of March 12, 2026.

Name Position(s)

39 unchanged sentences

in chemistry and his Ph.D.

degree in Analytical Chemistry from the University of Massachusetts, Amherst.

degree in Analytical Chemistry from the

University of Massachusetts, Amherst.

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

8 unchanged sentences

Buck worked as a primary care physician and then later served as a medical officer in the FDA’s Office of New Drugs Division of Gastrointestinal and Hematology Drug Products where she was responsible for reviewing efficacy and safety data for new drug indications, as well as post-marketing safety data for over 40 drugs.

Buck worked at AstraZeneca where she served as a Global Safety Physician and Global Study Physician.

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 worked at AstraZeneca for six years where she served as a Global Safety Physician and Global Study Physician, leading a large cardiovascular outcomes study through to commercialization.

Her drug development experience covers every phase of development and over multiple therapeutic indications including cardiovascular/metabolic, rare diseases, gastrointestinal, pulmonary, neuroscience, oncology, immunology, and women’s health.

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

She also serves as a medical advisor to a private Canadian biotech company;

Feldan Therapeutics.

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.

9 unchanged sentences

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.

Imam was appointed as our Senior Vice President, Business Development and Operations and General Counsel in February 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.

Imam had 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.

Imam led business and corporate development functions at various specialty pharmaceutical companies, including, Mist Pharmaceuticals, Leonard-Meron Biosciences (acquired by Citius Pharmaceuticals (NASDAQ:

CTXR)), Akrimax Pharmaceuticals and Rouses Point Pharmaceuticals.

Prior to that, Mr.

1 unchanged sentence

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

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

Imam also worked in the corporate finance and strategy division of Orion Health (ASX:

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

1 unchanged sentence

Throughout his career, Mr.

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

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

Imam holds an A.B.

54 unchanged sentences

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.

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

In addition, Ms.

42 unchanged sentences

Exhibit Description

Agreement and Plan of Merger, dated March 6, 2026, by and among the Company, Kuva Labs, Inc.

and Kuva Acquisition Corp.

(filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on March 9, 2026).

Certificate of Amendment (Reverse Stock Split) to the Amended and Restated Certificate of Incorporation, dated September 14, 2022 (filed as Exhibit 3.1 to the Company's Current Report on 8-K, filed with the SEC on September 15, 2022).

17 unchanged sentences

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).

Second Amended and Restated Employment Agreement, by and between the Company and David J.

Mazzo, Ph.D., dated as of June 10, 2025 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on June 13, 2025)

Amended and Restated Employment Agreement, by and between the Company and Kristen K.

Buck, M.D., dated as of June 10, 2025 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on June 13, 2025).

Amended and Restated Separation Benefits Agreement, by and between the Company and James Nisco, dated as of June 10, 2025 (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the SEC on June 13, 2025).

Amended and Restated Separation Benefits Agreement, by and between the Company and Tariq Imam, dated as of June 10, 2025 (filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed with the SEC on June 13, 2025).

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).

11 unchanged sentences

and Kuva Labs, Inc.

Non-Exclusive License Agreement, dated as of October 8, 2025, by and between Lisata Therapeutics, Inc.

and Catalent, 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).

17 unchanged sentences

Furnished herewith.

Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

The Company agrees to furnish supplementally a copy of any such schedule or exhibit to the SEC upon request.

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 February 27, 2025.

LISATA THERAPEUTICS, INC.

3 unchanged sentences

Signature Title Date

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

Director and President and Chief Executive Officer (Principal Executive Officer) March 12, 2026

/s/ James Nisco

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

February 27, 2025

March 12, 2026

/s/ Gregory B.

Chairman of the Board of Directors February 27, 2025

Chairman of the Board of Directors March 12, 2026

/s/ Mohammad Azab

Mohamad Azab, MD, MBA

Director February 27, 2025

Director March 12, 2026

/s/ Cynthia L.

Director February 27, 2025

Director March 12, 2026

/s/ Heidi Henson

Director February 27, 2025

Director March 12, 2026

/s/ Steven M.

Director February 27, 2025

Director March 12, 2026

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