LISATA THERAPEUTICS, INC. 10-Q

ITEM 1A. RISK FACTORS Except as set forth below, there have been no material changes to the risk factors previously reported in our 2025 Form 10-K. See the risk factors set forth in our 2025 Annual Report on Form 10-K under the caption “Item 1A - Risk Factors.” RISKS RELATED TO THE PROPOSED ACQUISITION BY KUVA The proposed acquisition by Kuva is subject to a number of conditions beyond our control. Failure to complete the proposed acquisition within the expected time frame, or at all, could have a material adverse effect on our business, operating results, financial condition and our stock price. On March 6, 2026, we entered into the Merger Agreement, pursuant to which, and upon the terms and subject to the conditions thereof, Purchaser agreed to commence a tender offer to purchase all of our issued and outstanding shares of common stock in exchange for (i) $5.00 per share, net to the seller in cash, without interest, but subject to any applicable withholding of taxes plus (ii) one non-tradeable CVR, which represents the contractual right to receive a contingent cash payment of $1.00 per CVR if the Milestone is met as further described in the CVR Agreement. If certain conditions are satisfied and the Offer is consummated, Kuva would acquire any remaining shares for the Offer Price by a merger of Purchaser with and into us. Following completion of the transaction, we would become part of Kuva, a privately-held company, and our common stock would be delisted from Nasdaq. We would also apply to deregister our common stock and cease to be a reporting company under the United States Securities Exchange Act of 1934, as amended. Under the Merger Agreement, the Offer and the Merger are subject to customary closing conditions for a transaction of this nature, including that there shall have been validly tendered in the Offer a number of Shares that represents (and will represent immediately following the consummation of the Offer) at least a majority of the aggregate voting power of all Shares then outstanding. On April 2, 2026, we agreed to extend the date by which Kuva was obligated to commence the Offer from April 3, 2026 to April 13, 2026. Kuva failed to commence the Offer by April 13, 2026. On May 3, 2026, we, Kuva and Purchaser entered an amendment and waiver to the Merger Agreement pursuant to which we agreed to extend the date by which Purchaser is obligated to commence the Offer from April 13, 2026 to May 29, 2026, or such other date as may be agreed to between us and Kuva, and Kuva has also agreed to pay certain of our expenses, up to $1.1 million in the aggregate, until commencement of the Offer. There can be no assurance that Kuva will timely make such payments to us, or at all. Purchaser has not yet commenced the Offer. There can be no assurance as to when the Offer will commence, if at all. If the Offer is commenced, we cannot predict whether or when the conditions to closing will be satisfied. Until these conditions are satisfied and we and Kuva complete the proposed transaction, our business, operating results and financial condition are exposed to certain risks due to the effect of the pending proposed transaction, including: • the possibility of disruption to our business and operations, including diversion of management attention and resources; • the inability to attract and retain key personnel, and the possibility that our current employees could be distracted, and their productivity decline as a result; • the inability to pursue alternative business opportunities or make changes to our business pending the completion of the proposed transaction or its termination, and other restrictions on our ability to conduct our business; • the amount of the costs, fees, expenses, and charges related to the proposed transaction, which must be paid regardless of whether the proposed transaction is completed; • the outcome of, and the costs of pursuing or defending against, any legal proceedings that may be instituted by or against the parties and others related to the Merger Agreement; • our inability to solicit other acquisition proposals; and • the market price of our common stock could decrease if the proposed transaction is not completed; 33 Index • the market price of our common stock may have decreased and could decrease further to the extent there exists a market perception that the transaction will not be completed. If the proposed transaction does not close, we would be exposed to additional risks, including: • to the extent the current market price of our common stock reflects an assumption that the proposed transaction will be completed, the price of our common stock could decrease if the proposed transaction is not completed; • investor confidence could decline, shareholder litigation could be brought against us, relationships with service providers, investors, and other business partners may be adversely impacted, we may be unable to retain key personnel, and our financial condition may be adversely impacted due to costs incurred in connection with the pending transaction; • the requirement that we pay a termination fee of $2,000,000 if the Merger Agreement is terminated in certain circumstances, including if we terminate to accept and enter into an agreement with respect to a superior proposal; and • if the Merger Agreement is terminated and Kuva is obligated to pay us a termination fee of $2,000,000, we may not timely receive such termination fee and may have to pay significant costs of collection and litigation to enforce our rights under the Merger Agreement, which may impede our efforts to pursue an alternative transaction. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. MINE SAFETY DISCLOSURES Not applicable.