What changed in this filing

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Item 1. Financial Statements

2026-08-06 compared with 2026-05-11 · 152 added, 90 removed, 502 unchanged (33% of the section changed)

22 unchanged sentences

issued 9,119,742

and 8,834,613 shares at March 31, 2026 and December 31, 2025, respectively;

outstanding, 9,107,291 and 8,833,875 shares at March 31, 2026 and December 31, 2025,

and 8,834,613 shares at June 30, 2026 and December 31, 2025, respectively;

outstanding, 9,119,004 and 8,833,875 shares at June 30, 2026 and December 31, 2025,

Additional paid-in capital 581,030 580,243

Treasury stock, at cost;

738 shares at March 31, 2026 and December 31, 2025

738 shares at June 30, 2026 and December 31, 2025

( 708 ) ( 708 )

11 unchanged sentences

(In thousands, except per share data)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Revenue $ — $ 70 $ — $ 70

Operating Expenses:

5 unchanged sentences

Investment income, net 79 216 199 482

Other expense, net ( 54 ) ( 105 )

Other income (expense), net 984 ( 7 ) 929 ( 111 )

Total other income 1,063 209 1,128 371

10 unchanged sentences

Basic and diluted shares

9,106 8,605 9,056 8,604

See accompanying notes to consolidated financial statements.

3 unchanged sentences

(In thousands)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net loss $ ( 2,929 ) $ ( 4,659 ) $ ( 7,418 ) $ ( 9,383 )

Other comprehensive gain (loss):

Available for sale securities - net unrealized loss — ( 2 )

Available for sale securities - net unrealized gain — 4 — 3

Cumulative translation adjustment arising during the period 4 24 20 28

17 unchanged sentences

Shares Amount

Balance at March 31, 2025 $ 8,621 $ 9 $ 578,923 $ ( 78 ) $ ( 552,790 ) $ ( 708 ) $ 25,356 $ ( 254 ) $ 25,102

Net loss — — — — ( 4,659 ) — ( 4,659 ) — ( 4,659 )

Share-based compensation ( 22 ) — 230 — — — 230 — 230

Net proceeds from issuances of common stock 28 — 74 — — — 74 — 74

Unrealized gain on marketable securities — — — 4 — — 4 — 4

Foreign currency translation adjustment — — — 24 — — 24 — 24

Balance at June 30, 2025 8,627 $ 9 $ 579,227 $ ( 50 ) $ ( 557,449 ) $ ( 708 ) $ 21,029 $ ( 254 ) $ 20,775

Common Stock Additional

Capital Accumulated

Comprehensive

Loss Accumulated

Deficit Treasury

Lisata Therapeutics,

Stockholders'

Subsidiary Total

Shares Amount

Balance at December 31, 2024 8,410 $ 8 $ 578,418 $ ( 81 ) $ ( 548,066 ) $ ( 708 ) $ 29,571 $ ( 254 ) $ 29,317

3 unchanged sentences

Proceeds from option exercises 4 — 8 — — — 8 — 8

Unrealized loss on marketable securities — — — ( 2 ) — — ( 2 ) — ( 2 )

Unrealized gain on marketable securities — — — 3 — — 3 — 3

Foreign currency translation adjustment — — — 28 — — 28 — 28

Balance at June 30, 2025 8,627 $ 9 $ 579,227 $ ( 50 ) $ ( 557,449 ) $ ( 708 ) $ 21,029 $ ( 254 ) $ 20,775

Common Stock Additional

Capital Accumulated

Comprehensive Loss Accumulated

Deficit Treasury

Lisata Therapeutics,

Stockholders'

Subsidiary Total

Shares Amount

Balance at March 31, 2026 9,108 $ 9 $ 580,787 $ ( 21 ) $ ( 569,141 ) $ ( 708 ) $ 10,926 $ ( 254 ) $ 10,672

Net loss — — — — ( 2,929 ) — ( 2,929 ) — ( 2,929 )

Share-based compensation ( 5 ) — 214 — — — 214 — 214

Net proceeds from issuances of common stock 17 — 29 — — — 29 — 29

Foreign currency translation adjustment — — — 4 — — 4 — 4

Balance at June 30, 2026 9,120 $ 9 $ 581,030 $ ( 17 ) $ ( 572,070 ) $ ( 708 ) $ 8,244 $ ( 254 ) $ 7,990

Common Stock Additional

9 unchanged sentences

Share-based compensation 114 — 418 — — — 418 — 418

Net proceeds from issuances of common stock 17 — 29 — — — 29 — 29

Proceeds from option exercise 79 — 124 — — — 124 — 124

1 unchanged sentence

Foreign currency translation adjustment — — — 20 — — 20 — 20

Balance at March 31, 2026 9,108 $ 9 $ 580,787 $ ( 21 ) $ ( 569,141 ) $ ( 708 ) $ 10,926 $ ( 254 ) $ 10,672

Balance at June 30, 2026 9,120 $ 9 $ 581,030 $ ( 17 ) $ ( 572,070 ) $ ( 708 ) $ 8,244 $ ( 254 ) $ 7,990

LISATA THERAPEUTICS, INC.

2 unchanged sentences

(In thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities:

20 unchanged sentences

Net proceeds from issuance of common stock 29 286

Net cash provided by (used in) financing activities 181 ( 23 )

Net cash provided by financing activities 210 41

Effect of exchange rate changes on cash 9 7

14 unchanged sentences

In addition, certain preclinical data using certepetide in combination with antibody drug conjugates (ADCs) has been generated as part of the Company’s research collaboration with Catalent.

These data were presented recently at a scientific meeting during the fourth quarter of 2025.

These data were presented at a scientific meeting during the fourth quarter of 2025.

To date, certepetide has also demonstrated favorable safety, tolerability and activity in completed and ongoing clinical trials designed to enhance delivery of standard-of-care chemotherapy, with and without added immunotherapy for pancreatic cancer.

1 unchanged sentence

The Company's leadership team has amassed many decades of collective biopharmaceutical and pharmaceutical product development experience across a variety of therapeutic categories and at all stages of development from preclinical through to product registration and launch.

The Company's goal is to develop and commercialize products that address important unmet medical needs.

The Company's goal has been to develop and commercialize products that address important unmet medical needs.

Liquidity and Capital Resources

The Company has a history of net operating losses and negative cash flows from its operating activities, and has cash and cash equivalents of approximately $ 13.1 million as of March 31, 2026.

The Company has a history of net operating losses and negative cash flows from its operating activities, and has cash and cash equivalents of approximately $ 10.4 million as of June 30, 2026.

The Company anticipates incurring additional losses until such time, if ever, that it can generate significant revenues from its products currently in development.

To manage capital for operating needs in the short-term, as previously disclosed, the Company has delayed commencement of certain readiness activities for its planned Phase 3 study in metastatic pancreatic ductal adenocarcinoma (mPDAC), particularly those related to chemistry, manufacturing and controls (“CMC”).

Investigator sponsored studies in glioblastoma, pancreatic, colon, and appendiceal cancers are ongoing.

Investigator sponsored studies in glioblastoma, pancreatic, colon, and appendiceal cancers are ongoing or have completed with results reporting entirely under the auspices of the sponsors.

The Company’s continued operations are dependent on its ability to raise additional funding.

Based on its current business plan and current capital resources, combined with the need to raise additional funding and the uncertainty regarding the availability of such additional funding, management has concluded that there is substantial doubt regarding the Company’s ability to continue as a going concern for a period of twelve months after the date these consolidated financial statements are issued.

Management's plans to alleviate the conditions that raise substantial doubt regarding the Company’s ability to continue as a going concern include obtaining additional funding through equity or debt offerings and/or pursuing collaboration or licensing arrangements.

Management is seeking additional funding and considering strategic options.

However, additional funding may not be available on terms acceptable to the Company or at all.

The Company may also continue to reduce current spending requirements where necessary.

The Company is also continuing to reduce current spending requirements.

If, for any reason, the Company utilizes its capital resources more quickly than anticipated or is unable to obtain additional funding on a timely basis, it may be required to revise its business plan and strategy.

2 unchanged sentences

The accompanying consolidated financial statements do not include any adjustments to the carrying amounts and classification of assets and liabilities that may be necessary if the Company were unable to continue as a going concern.

Proposed Acquisition by Kuva Labs Inc.

On March 6, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Kuva Labs Inc.

(“Kuva”), and Kuva Acquisition Corp., a wholly owned subsidiary of Kuva (“Purchaser”).

Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, Purchaser will commence a tender offer (the “Offer”) to purchase all of the issued and outstanding shares of common stock, par value $ 0.001 per share (the “Common Shares”), of the Company in exchange for (i) $ 5.00 per Common Share, net to the seller in cash, without interest, but subject to any applicable withholding of taxes (the “Closing Amount”) plus (ii) one non-tradeable contingent value right (each, a “CVR”), which represents the contractual right to receive a contingent cash payment of $ 1.00 per CVR if a New Drug Application or similar registration is filed or formally accepted for review by the FDA or any governmental authority in any jurisdiction with respect to any pharmaceutical product that contains or incorporates the product candidate referred to as of the date of the Merger Agreement as certepetide, alone or in combination with one or more other therapeutically active ingredients, including all formulations, dosages, or modes of delivery, for any indication or patient population prior to the earlier of (a) 11:59 p.m.

New York City Time on the seventh (7th) anniversary of the Closing Date (as defined in the Merger Agreement), and (b) termination of the CVR Agreement (the “Milestone”), in accordance with the terms and subject to the conditions of a contingent value rights agreement (the “CVR Agreement”) to be entered into with a rights agent selected by Kuva and reasonably acceptable to the Company (the Closing Amount plus one CVR, collectively, the “Offer Price”).

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 the Company (the “Merger”).

Upon completion of these transactions, the Company would no longer be a publicly traded company and the listing of its common stock on Nasdaq will terminate.

Under the Merger Agreement, the Offer and the Merger are subject to customary closing conditions for a transaction of this nature.

Kuva will be required to close on the Offer so long as there shall be validly tendered 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.

There can be no assurance that the Offer and the Merger will be consummated.

On April 2, 2026, we agreed to extend the date by which Kuva was obligated to commence the tender offer for all of the outstanding shares of common stock of the Company pursuant to the Merger Agreement, from April 3, 2026, to April 13, 2026, or such other date as may be agreed to between us and Kuva.

On May 3, 2026, we, Kuva and Purchaser entered into an amendment and waiver (the “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.

Under the Amendment and Waiver, Kuva has also agreed to pay certain of our expenses, up to $ 1.1 million in the aggregate, until commencement of the Offer.

From the date of the Amendment and Waiver until May 29, 2026, we have agreed not to pursue any claim against Kuva, Purchaser or their affiliates arising from or relating to the Merger Agreement or the transactions contemplated thereby.

Upon commencement of the Offer and payment by Kuva of all amounts then due under the Amendment and Waiver, we shall irrevocably waive any claims to the extent arising from or relating to the Purchaser’s failure to commence the Offer by April 13, 2026.

Our agreements not to pursue certain claims and to waive certain claims as described above are subject to termination by us if (i) Kuva fails to make any payment under the Amendment and Waiver when due or (ii) Kuva commits a material breach of the Amendment and Waiver (other than a payment default) that materially adversely affects the transactions contemplated by the Merger Agreement and fails to cure such breach within two business days after written notice thereof from us.

Purchaser has not yet commenced the Offer.

On May 4, 2026, Kuva announced its intention to commence the Offer by May 29, 2026.

There can be no assurance as to when the Offer will commence, if at all.

The foregoing description of the Merger Agreement is only a summary of certain material provisions thereof, and does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1 to our 2025 Form 10-K.

In addition, the foregoing description of the Amendment and Waiver does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment and Waiver, which is filed as Exhibit 2.1 to our Current Report on Form 8-K filed on May 4, 2026.

Termination of Merger Agreement

On July 24, 2026, the Company terminated the previously announced Agreement and Plan of Merger, dated as of March 6, 2026, by and among Kuva Labs Inc., a Delaware corporation (“Kuva” or “Parent”) and Kuva Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and the Company (as amended, the “Merger Agreement”), pursuant to Section 8.3(a) of the Merger Agreement (the “Termination”).

Pursuant to the Merger Agreement, Purchaser agreed to acquire all of the outstanding shares of common stock, par value, $ 0.001 per share (the “Common Shares”), of the Company validly tendered and not validly withdrawn through a tender offer (the “Offer”), at a purchase price of (i) $ 4.00 per Common Share, net to the seller in cash, without interest, plus (ii) one contingent value right (each, a “CVR”), representing the contractual right to receive two contingent cash payments up to an aggregate of $ 3.00 per CVR subject to the achievement of certain milestones, in accordance with the terms and subject to the conditions of a contingent value rights agreement.

The Offer was to be followed by a merger to acquire all remaining outstanding Common Shares for the same per share consideration paid in the Offer.

For a summary of the material terms of the Merger Agreement and the Offer, please see the Company’s Current Reports on Form 8-K filed with the Securities and Exchange Commission on March 9, 2026, April 3, 2026, May 4, 2026, May 29, 2026, June 9, 2026 and July 17, 2026 and the Company’s Solicitation/Recommendation Statement on Schedule 14D-9 and related amendments filed with the Securities and Exchange Commission on June 10, 2026, July 2, 2026, July 13, 2026, July 17, 2026 and July 21, 2026.

During the three and six months ended June 30, 2026, the Company received payments totaling $ 1,000,000 from Kuva related to the Merger Agreement, which are recorded in Other income (expense), net in the Consolidated Statements of Operations.

The Termination follows Parent and Purchaser’s failure to accept for payment all Common Shares validly tendered and not validly withdrawn pursuant to the Offer after the expiration of the Offer one minute after 11:59 p.m., New York City Time, on July 20, 2026.

Parent informed the Company that Parent has been unable to obtain sufficient financing for purposes of funding the Offer and instructed Equiniti Trust Company, LLC, in its capacity as depositary and paying agent for the Offer, to return the Common Shares tendered in the Offer to the holders thereof.

As a result of the Termination, Parent is obligated under the Merger Agreement to pay the Company a termination fee of $ 2,000,000 .

In addition, the Company reserved all rights to seek all available legal remedies, including without limitation, damages for Willful Breach (as defined in the Merger Agreement) and any Enforcement Costs (as defined in the Merger Agreement).

On July 31, 2026, the Company commenced an action in the Court of Chancery of the State of Delaware suing Parent and Purchaser over their breach of the Merger Agreement.

Among other things, the Company is seeking payment of the termination fee and damages for the benefits its stockholders expected in connection with the transaction.

There can be no assurance that the Company will be able to obtain damages from Parent or Purchaser, even to the extent legally available in any litigation that the Company may pursue, due to the Company’s limited financial resources available to fund related litigation and to Parent’s or Purchaser’s potential inability to satisfy with its existing assets any judgment that the Company might obtain.

Review of Strategic Alternatives

The Company’s Board of Directors is assessing strategic options to enhance stockholder value, which may include, but are not limited to, an acquisition, merger, reverse merger, other business combination, sales of assets, liquidation and dissolution or other strategic transactions.

There can be no assurance that the exploration of strategic alternatives will result in any agreements or transactions, or that, if completed, any agreements will be reached, or transactions will be successfully consummated or on attractive terms.

Basis of Presentation

2 unchanged sentences

Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

In the opinion of management, the accompanying Consolidated Financial Statements of the Company and its subsidiaries, which are unaudited, include all normal and recurring adjustments considered necessary to present fairly the Company’s financial position as of March 31, 2026, and the results of its operations and its cash flows for the periods presented.

In the opinion of management, the accompanying Consolidated Financial Statements of the Company and its subsidiaries, which are unaudited, include all normal and recurring adjustments considered necessary to present fairly the Company’s financial position as of June 30, 2026, and the results of its operations and its cash flows for the periods presented.

The unaudited consolidated financial statements herein should be read together with the historical consolidated financial statements of the Company for the years ended December 31, 2025 and 2024 included in our 2025 Form 10-K.

Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.

Operating results for the three and six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.

Use of Estimates

40 unchanged sentences

Account balances are written off against the allowance when it is determined that the receivable will not be recovered.

As of March 31, 2026 and December 31, 2025, there were no allowance for credit losses.

As of June 30, 2026 and December 31, 2025, there was no allowance for credit losses.

Property and Equipment

41 unchanged sentences

The intangible asset was stated at fair value and amortized using the straight-line method over its estimated useful life of 5.00 years.

Amortization expense was $ 0 for the three months ended March 31, 2026, and $ 17 thousand for the three months ended March 31, 2025.

Amortization expense was $ 0 and $ 0 for the three and six months ended June 30, 2026, respectively, and $ 18 thousand and $ 35 thousand for the three and six months ended June 30, 2025, respectively.

The intangible asset is reviewed for potential impairment when events or circumstances indicate that carrying amounts may not be recoverable .

15 unchanged sentences

If licenses are bundled with other performance obligations, the Company would utilize judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue.

The Company recognized no revenue for the three months ended March 31, 2026 and 2025.

The Company recognized no revenue for the three and six months ended June 30, 2026 and $ 70 thousand for the three and six months ended June 30, 2025.

At the inception of each arrangement that includes milestone payments (variable consideration), the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price using the most likely amount method.

4 unchanged sentences

Any such adjustments are allocated on a cumulative catch-up basis to satisfied and partially satisfied performance obligations, with the consideration allocated to an ongoing performance obligation being recognized over the period of performance.

For the three months ended March 31, 2026 and March 31, 2025, the Company has not recognized revenue related to milestones.

For the three and six months ended June 30, 2026 and June 30, 2025, the Company has not recognized revenue related to milestones.

For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and for which the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied).

1 unchanged sentence

Note 3 – Available-for-Sale Securities

The following table is a summary of available-for-sale securities recorded in cash and cash equivalents or marketable securities in the Company's Consolidated Balance Sheets (in thousands)

March 31, 2026 December 31, 2025

The following table is a summary of available-for-sale securities recorded in cash and cash equivalents in the Company's Consolidated Balance Sheets (in thousands)

June 30, 2026 December 31, 2025

Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value

3 unchanged sentences

The following table summarizes the classification of the available-for-sale securities in the Company's Consolidated Balance Sheets (in thousands):

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Cash equivalents $ 8,834 $ 11,640

1 unchanged sentence

The following table summarizes the Company's portfolio of available-for-sale securities by contractual maturity (in thousands):

March 31, 2026

June 30, 2026

Amortized Cost Estimated Fair Value

4 unchanged sentences

Property and equipment consisted of the following (in thousands):

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Computer equipment 494 494

1 unchanged sentence

Property and equipment, net $ 14 $ 18

The Company’s results included depreciation expense of approximately $ 2 thousand and $ 26 thousand for the three months ended March 31, 2026 and 2025, respectively.

The Company’s results included depreciation expense of approximately $ 5 thousand and $ 52 thousand for the six months ended June 30, 2026 and 2025, respectively.

Note 5 – Income (Loss) Per Share

For the three months ended March 31, 2026 and 2025, the Company incurred net losses and therefore no common stock equivalents were utilized in the calculation of diluted loss per share as they are anti-dilutive in the periods presented.

At March 31, 2026 and 2025, the Company excluded the following potentially dilutive securities (in thousands):

For the six months ended June 30, 2026 and 2025, the Company incurred net losses and therefore no common stock equivalents were utilized in the calculation of diluted loss per share as they are anti-dilutive in the periods presented.

At June 30, 2026 and 2025, the Company excluded the following potentially dilutive securities (in thousands):

Stock options 1,244 1,511

9 unchanged sentences

The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels.

The Company's financial assets and liabilities that were accounted for at fair value on a recurring basis as of March 31, 2026 and December 31, 2025 were as follows (in thousands):

March 31, 2026 December 31, 2025

The Company's financial assets and liabilities that were accounted for at fair value on a recurring basis as of June 30, 2026 and December 31, 2025 were as follows (in thousands):

June 30, 2026 December 31, 2025

Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total

1 unchanged sentence

$ 8,834 $ — $ — $ 8,834 $ 11,640 $ — $ — $ 11,640

The carrying values of cash, cash equivalents, accounts payable and accrued expenses approximate fair value as of March 31, 2026 and December 31, 2025, due to the short maturity nature of these items.

The carrying values of cash, cash equivalents, accounts payable and accrued expenses approximate fair value as of June 30, 2026 and December 31, 2025, due to the short maturity nature of these items.

Note 7 – Accrued Liabilities

Accrued liabilities as of March 31, 2026 and December 31, 2025 were as follows (in thousands):

March 31, 2026 December 31, 2025

Accrued liabilities as of June 30, 2026 and December 31, 2025 were as follows (in thousands):

June 30, 2026 December 31, 2025

Salaries, employee benefits and related taxes $ 1,499 $ 812

13 unchanged sentences

If the Company’s public float exceeds $75.0 million on a future measurement date, it will no longer be subject to the Baby Shelf Limitation.

During the three months ended March 31, 2026, the Company did not issue any shares of common stock under the ATM Agreement.

During the six months ended June 30, 2026, the Company did not issue any shares of common stock under the ATM Agreement.

Since inception, the Company has issued 330,938 shares of common stock under the ATM Agreement for net proceeds of $ 1,065,608 .

Stock Options and Warrants

The following table summarizes the activity for stock options and warrants for the three months ended March 31, 2026:

The following table summarizes the activity for stock options and warrants for the six months ended June 30, 2026:

Stock Options Warrants

6 unchanged sentences

Expired ( 276,679 ) 5.36 ( 835,302 ) 43.01

Outstanding at March 31, 2026 1,512,694 $ 5.87 5.08 $ 1,864.8 366,660 $ 43.50 0.32 $ —

Vested at March 31, 2026

Outstanding at June 30, 2026 1,244,442 $ 6.31 5.15 $ 262.9 366,660 $ 43.50 0.07 $ —

Vested at June 30, 2026

or expected to vest in the future 1,234,795 $ 6.34 5.12 $ 253.9 366,660 $ 43.50 0.07 $ —

Vested at March 31, 2026 1,351,367 $ 6.24 4.61 $ 1,502.4 366,660 $ 43.50 0.32 $ —

Vested at June 30, 2026 1,087,130 $ 6.83 4.62 $ 143.3 366,660 $ 43.50 0.07 $ —

Restricted Stock

During the three months ended March 31, 2026 and 2025, the Company issued restricted stock for services as follows (in thousands, except share data):

Three Months Ended March 31,

During the six months ended June 30, 2026 and 2025, the Company issued restricted stock for services as follows (in thousands, except share data):

Six Months Ended June 30,

Number of restricted stock issued 199,900 215,550

Value of restricted stock issued $ 394 $ 819

The weighted average estimated fair value of restricted stock issued for services in the three months ended March 31, 2026 and 2025 was $ 1.97 and $ 3.80 per share, respectively.

The weighted average estimated fair value of restricted stock issued for services in the six months ended June 30, 2026 and 2025 was $ 1.97 and $ 3.80 per share, respectively.

The fair value of the restricted stock was determined using the Company’s closing stock price on the date of issuance.

The vesting terms of restricted stock issuances are generally between one and four years .

The following is a summary of the changes in non-vested restricted stock for the three months ended March 31, 2026:

The following is a summary of the changes in non-vested restricted stock for the six months ended June 30, 2026:

Restricted Stock Shares Weighted Average Grant-Date Fair Value

4 unchanged sentences

Forfeited ( 5,348 ) $ 2.70

Non-vested at March 31, 2026 292,088 $ 2.75

Non-vested at June 30, 2026 286,740 $ 2.75

Restricted Stock Units

During the three months ended March 31, 2026 and 2025, the Company issued restricted stock units for services as follows (in thousands, except share data):

Three Months Ended March 31,

During the six months ended June 30, 2026 and 2025, the Company issued restricted stock units for services as follows (in thousands, except share data):

Six Months Ended June 30,

Number of restricted stock units issued 152,280 78,945

Value of restricted stock units issued $ 300 $ 300

The weighted average estimated fair value of restricted stock units issued for services in the three months ended March 31, 2026 and 2025 was $ 1.97 and $ 3.80 per share, respectively.

The weighted average estimated fair value of restricted stock units issued for services in the three months ended June 30, 2026 and 2025 was $ 1.97 and $ 3.80 per share, respectively.

The fair value of the restricted stock units was determined using the Company’s closing stock price on the date of issuance.

The vesting terms of restricted stock unit issuances are generally one year , or upon the achievement of performance-based milestones.

The following is a summary of the changes in non-vested restricted stock units for the three months ended March 31, 2026:

The following is a summary of the changes in non-vested restricted stock units for the six months ended June 30, 2026:

Restricted Stock Units Weighted Average Grant-Date Fair Value

4 unchanged sentences

Forfeited — $ —

Non-vested at March 31, 2026 152,280 $ 1.97

Non-vested at June 30, 2026 152,280 $ 1.97

Note 9 – Share-Based Compensation

1 unchanged sentence

The Company utilizes share-based compensation in the form of stock options, restricted stock, restricted stock units and warrants.

The following table summarizes the components of share-based compensation expense for the three months ended March 31, 2026 and 2025 (in thousands):

Three Months Ended March 31,

The following table summarizes the components of share-based compensation expense for the three and six months ended June 30, 2026 and 2025 (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Research and development $ 36 $ 27 $ 107 $ 153

1 unchanged sentence

Total share-based compensation expense $ 214 $ 239 $ 578 $ 769

Total compensation cost related to unvested awards not yet recognized and the weighted-average periods over which the awards were expected to be recognized at March 31, 2026 were as follows (in thousands):

Total compensation cost related to unvested awards not yet recognized and the weighted-average periods over which the awards were expected to be recognized at June 30, 2026 were as follows (in thousands):

Stock Options Restricted Stock Units Restricted Stock

1 unchanged sentence

Expected weighted-average period in years of compensation cost to be recognized 1.74 0.53 1.82

Total fair value of shares vested and the weighted average estimated fair values of shares granted for the three months ended March 31, 2026 and 2025 were as follows (in thousands):

Total fair value of shares vested and the weighted average estimated fair values of shares granted for the six months ended June 30, 2026 and 2025 were as follows (in thousands):

Stock Options Warrants

Three Months Ended March 31, Three Months Ended March 31,

Six Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

42 unchanged sentences

The Company completed its initial assessment of OBBBA for the year ended December 31, 2025.

The OBBBA enacted new Section 174A, which permanently allows taxpayers to fully expense domestic research or experimental (R&E) expenditures paid or incurred in taxable years beginning after Dec.

31, 2024, and also provides transition rules permitting taxpayers to deduct unamortized domestic R&E expenditures paid or incurred in 2022 through 2024.

The Company expects to continue amortizing its Section 174 capitalized expenditures, including the remaining $ 26.2 million of unamortized domestic R&E expenditures, over the applicable amortization periods.

The Company evaluated the provisions of the OBBBA applicable to the three months ended March 31, 2026 and determined that such provisions did not have a material impact on its consolidated financial statements or estimated annual effective tax rate for the period.

The Company will continue to monitor related guidance and state tax conformity developments.

The OBBBA enacted new Section 174A, which permanently allows taxpayers to fully expense domestic research or experimental (R&E) expenditures paid or incurred in taxable years beginning after December 31, 2024, and also provides transition rules permitting taxpayers to deduct unamortized domestic R&E expenditures paid or incurred in 2022 through 2024.

The Company elected the one-year recovery method to deduct in full, in its first taxable year beginning after December 31, 2024, the remaining unamortized amount of its pre-2025 domestic R&E expenditures.

The Company also changed its tax accounting method for domestic R&E expenditures paid or incurred in taxable years beginning after December 31, 2024, to the Section 174A(a) deduction method, under which such expenditures are deducted in the taxable year paid or incurred.

The Company evaluated the effects of OBBBA and related guidance, including the elections and method changes described above, on its income tax provision for the six months ended June 30, 2026.

The Company concluded that these provisions did not materially affect its condensed consolidated financial statements.

The Company continues to monitor additional implementation guidance and enacted state tax conformity changes.

Note 11 – Segment Information

4 unchanged sentences

The CODM uses net loss as a measure of profit and loss, and assesses Company performance through the achievement of its clinical development goals.

The CODM is regularly provided with budgeted and forecasted expense information which is used to determine the Company’s liquidity needs and cash allocation to its development programs.

The CODM is regularly provided with budgeted and forecasted expense information which is used to determine the Company’s liquidity needs and cash

allocation to its development programs.

The CODM uses cash and marketable securities as a measure of segment assets in managing the enterprise.

The Company had no revenue during the three months ended March 31, 2026 and 2025.

Depreciation and amortization expense was $ 2 thousand and $ 43 thousand for the three months ended March 31, 2026 and 2025, respectively.

The following table illustrates our segment information for significant operating expenses and includes a reconciliation to net loss for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31

The Company had revenue of $ 0 and $ 0 for the three and six months ended June 30, 2026, respectively, and $ 70 thousand and $ 70 thousand for the three and six months ended June 30, 2025, respectively.

Depreciation and amortization expense was $ 3 thousand and $ 5 thousand for the three and six months ended June 30, 2026, respectively and $ 44 thousand and $ 87 thousand for the three and six months ended June 30, 2025, respectively.

The following table illustrates our segment information for significant operating expenses and includes a reconciliation to net loss for the three and six months ended June 30, 2026 and 2025:

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Revenue $ — $ 70 $ — $ 70

Operating Expenses:

4 unchanged sentences

Clinical department 586 991 1,354 2,148

42 458 162 875

Research and development 584 2,253 1,787 4,856

18 unchanged sentences

The Company’s Australian subsidiary, which conducts core research and development activities, is eligible to receive a refundable tax incentive between 43.5 % to 48.5 % (depending upon the income tax rate) for qualified research and development activities.

As of March 31, 2026 and December 31, 2025, the Company had $ 0.2 million and $ 0.7 million, respectively, recorded as an income tax incentive receivable in prepaid and other current assets in the consolidated balance sheets, as the Company determined that the expenses met the eligibility criteria and the amounts claimed are expected to be received shortly after the related tax returns are filed.

As of June 30, 2026 and December 31, 2025, the Company had $ 0.2 million and $ 0.7 million, respectively, recorded

as an income tax incentive receivable in prepaid and other current assets in the consolidated balance sheets, as the Company determined that the expenses met the eligibility criteria and the amounts claimed are expected to be received shortly after the related tax returns are filed.

On February 4, 2026 the Company's Australian subsidiary received a $ 0.7 million tax refund from the Australian Taxation Office related to the 2024 tax year.

10 unchanged sentences

On July 12, 2024, the Company purchased an additional SAFE from Impilo for $ 30 thousand.

As of March 31, 2026 and December 31, 2025, the Company owned 38.6 % of Impilo.

As of June 30, 2026 and December 31, 2025, the Company owned 38.6 % of Impilo.

These investments were expensed under the equity method of accounting in the prior year in other expense, net in the accompanying statement of operations.

16 unchanged sentences

Upon termination of the agreement for any reason, all rights and obligations of the Company with respect to the patents and patent applications shall terminate and revert to SBP.

SBP did no t own shares of the Company’s common stock as of March 31, 2026.

SBP did no t own shares of the Company’s common stock as of June 30, 2026.

Note 16 – Research Collaboration and License Agreements

27 unchanged sentences

In connection with the Agreement, Catalent has agreed to grant the Company a right of first negotiation for a license, in the event Catalent initiates a specific, organized out-licensing process of an asset resulting from the Agreement.

Note 17 – Subsequent Events

Termination of Merger Agreement

On July 24, 2026, the Company terminated the previously announced Agreement and Plan of Merger, dated as of March 6, 2026, by and among Kuva Labs Inc., a Delaware corporation (“Parent”) and Kuva Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and the Company (as amended, the “Merger Agreement”), pursuant to Section 8.3(a) of the Merger Agreement (the “Termination”).

Reduction in Force

On August 3, 2026, the board of directors (the “Board”) of the Company approved a reduction in workforce by approximately 72 %, effective immediately.

The decision was based on cost-reduction initiatives intended to reduce the Company’s ongoing operating expenses and maximize shareholder value as the Company plans to pursue strategic options.

Affected employees were offered separation benefits, including severance payments along with temporary healthcare coverage assistance for certain employees.

The Company estimates that it will incur approximately $ 1.2 million of costs in connection with the reduction in workforce related to severance pay and other related termination benefits, which are expected to be incurred through the quarter ending September 30, 2026.

This will be offset by a reversal of approximately $ 0.4 million in accrued bonus expense related to the terminated employees, as it was determined such bonuses will not be paid upon termination.

The charges the Company expects to incur in connection with this reduction in workforce are subject to a number of assumptions, risks and uncertainties, and actual results may materially differ.

The Company may also incur other material charges not currently contemplated due to events that may occur as a result of, or associated with, these actions.

In connection with the reduction in workforce approved by the Board on August 3, 2026, effective as of August 3, 2026, the employment of Dr.

Buck, M.D., the Company’s Executive Vice President of R&D and Chief Medical Officer was terminated.

Pursuant to the Amended and Restated Employment Agreement, dated as of June 10, 2025, between the Company and Dr.

Buck (the “Buck Employment Agreement”), Dr.

Buck’s departure from the Company will constitute a termination without Cause (as defined in the Buck Employment Agreement), and, in accordance therewith, subject to Dr.

Buck executing a release in favor of the Company, Dr.

Buck will be entitled to receive an amount equal to 12 months of her base salary and target bonus compensation and the Company shall pay COBRA premiums for Dr.

Buck and her covered dependents for a period of up to 12 months.

In addition, on August 3, 2026, the Board approved a cash retention bonus to James Nisco, the Company’s Senior Vice President, Finance and Treasury and Chief Accounting Officer, in the amount of $ 200,000 .

The cash bonus is payable within thirty ( 30 ) days of, and subject to continued employment with the Company through, December 31, 2026;

provided that if the applicable executive’s employment is terminated by the Company without “Cause”, then the retention bonus shall be payable within thirty ( 30 ) days of the executive’s execution and non-revocation of a release of claims.

Litigation against Kuva

On July 31, 2026, the Company commenced an action in the Court of Chancery of the State of Delaware suing Parent and Purchaser over their breach of the Merger Agreement.

Among other things, the Company is seeking payment of the termination fee and damages for the benefits its stockholders expected in connection with the transaction.

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-Q

Item 1. Financial Statements