LSTA · Lisata Therapeutics, Inc.

This amendment materially alters the execution timeline and financial terms of the previously announced merger between Lisata Therapeutics and Kuva Labs. The extension of the tender offer commencement deadline from April 13 to May 29, 2026 — a 46-day delay — significantly prolongs uncertainty for Lisata shareholders and introduces heightened execution risk, including potential regulatory, financing, or strategic obstacles that could derail the transaction. The introduction of $1.1 million in non-refundable, time-bound interim operating payments provides short-term liquidity to Lisata but does not represent additional merger consideration; rather, it functions as compensation for delays and ongoing operational costs incurred while awaiting the Offer. Crucially, Lisata’s agreement to waive claims related to the missed April 13 deadline is conditional — it only becomes irrevocable upon both commencement of the Offer and full payment of all then-due Interim Operating Payments. This conditionality preserves Lisata’s leverage and legal recourse should Kuva default, particularly given the narrow two-Business-Day cure period for non-payment or material breaches. The waiver also explicitly limits Lisata’s covenant not to sue to the Waiver Period (through May 29), reinforcing that its rights outside this window remain intact. For investors, the amendment signals continued commitment to the deal but underscores fragility in timing and reliance on Kuva’s strict adherence to payment and conduct obligations — any further slippage or default would likely trigger renegotiation or termination, with meaningful implications for Lisata’s strategic path and valuation.