Director — Jeffrey Farrow: The filing discloses the appointment of a new director to fill a newly created seat, which is a routine board composition change rather than an executive departure.

Completion of Acquisition or Disposition of Assets. On September 17, 2026, the Company completed its acquisition of Marea pursuant to the Merger Agreement. The information contained in

of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K, shall not be deemed to be incorporated by reference in the filings of the Company under the Securities Act. Forward Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding: stockholder approval of the Parent Stockholder Matter…

Director — Ted W. Love, M.D.: The filing discloses the appointment of a new director, Ted W. Love, M.D., as part of a merger agreement, which is an addition to the board rather than a departure.

by reference. Shares of Common Stock held by holders thereof immediately prior to the First Effective Time (as defined in the Merger Agreement) remain outstanding and were unaffected by the Merger. Immediately following the consummation of the Merger but prior to giving effect to the Financing (as defined below), assuming the conversion of shares of Series C Preferred Stock issued pursuant to the Merger Agreement into shares of Common Stock (without giving effect to any beneficial ownership l…

The PIPE Securities were offered and sold in transactions exempt from registration under the Securities Act in reliance on Section 4(a)(2) thereof. Each of the Investors represented that it was an “accredited investor,” as defined in Regulation D, and is acquiring the PIPE Securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The PIPE Securities have not been registered under the Securities Act and may not be off…

Executive Vice President of R&D and Chief Medical Officer — Dr. Kristen K. Buck, M.D.: The employment of Dr. Kristen K. Buck was terminated as part of a workforce reduction.

Costs Associated with Exit or Disposal Activities. On August 3, 2026, the board of directors (the “Board”) of Lisata Therapeutics, Inc. (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 will be offered separation benefits, including severa…

Termination of a Material Definitive Agreement On July 24, 2026, Lisata Therapeutics, Inc. (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”). Pu…

Other Events The Company’s Board of Directors plans to conduct an assessment of strategic options to enhance stockholder value, which will include, but are not limited to, a reverse merger, other business combination, sales of assets, 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 consu…

Entry into a Material Definitive Agreement On July 16, 2026, Lisata Therapeutics, Inc. (the “Company” or “Lisata”) and Kuva Labs Inc., a Delaware corporation (“Parent”), together with Kuva Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), entered into an amendment (the “Amendment”) to the previously announced Agreement and Plan of Merger, dated as of March 6, 2026, by and among Parent, Purchaser and the Company (as it may be amended from time to…

Entry into a Material Definitive Agreement On June 8, 2026, Lisata Therapeutics, Inc. (the “Company” or “Lisata”) and Kuva Labs Inc., a Delaware corporation (“Parent”), together with Kuva Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), entered into an amendment and waiver (the “Amendment”) to the previously announced Agreement and Plan of Merger, dated as of March 6, 2026, by and among Parent, Purchaser and the Company (as it may be amended fro…

Other Events As previously announced, on May 29, 2026, Lisata Therapeutics, Inc. (the “Company” or “Lisata”) and Kuva Labs Inc., a Delaware corporation (“Parent”), together with Kuva Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), entered into an amendment (the “Amendment”) to the previously announced Agreement and Plan of Merger, dated as of March 6, 2026, by and among Parent, Purchaser and the Company (as it may be amended from time to time,…

Entry into a Material Definitive Agreement On May 29, 2026, Lisata Therapeutics, Inc. (the “Company” or “Lisata”) and Kuva Labs Inc., a Delaware corporation (“Parent”), together with Kuva Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), entered into an amendment (the “Amendment”) to the previously announced Agreement and Plan of Merger, dated as of March 6, 2026, by and among Parent, Purchaser and the Company (the “Original Merger Agreement” and…

Entry into a Material Definitive Agreement On May 3, 2026, Lisata Therapeutics, Inc. (the “Company” or “Lisata”) and Kuva Labs Inc., a Delaware corporation (“Parent”), together with Kuva Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), entered into an amendment and waiver (the “Amendment and Waiver”) to the previously announced Agreement and Plan of Merger, dated as of March 6, 2026, by and among Parent, Purchaser and the Company (the “Merger Ag…

Other Events As previously disclosed, on April 2, 2026, Lisata Therapeutics, Inc. (the “Company” or “Lisata”) and Kuva Labs Inc., a Delaware corporation (“Parent”), together with Kuva Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), agreed to extend the date by which Purchaser is obligated to commence the tender offer for all of the outstanding shares of common stock of the Company pursuant to the previously announced Agreement and Plan of Merge…

Entry into a Material Definitive Agreement. Agreement and Plan of Merger On March 6, 2026, Lisata Therapeutics, Inc., a Delaware corporation (the “Company” or “Lisata”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Kuva Labs Inc., a Delaware corporation (“Parent”), and Kuva Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, Pur…

Regulation FD Disclosure. On March 6, 2026, the Company issued a press release announcing the execution of the Merger Agreement. A copy of the press release is attached as Exhibit 99.1 thereto and incorporated herein by reference. The information contained in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the li…

Entry into a Material Definitive Agreement. Reference is made to the binding term sheet (the “Term Sheet”), dated as of January 20, 2026, by and between Lisata Therapeutics, Inc. (“Lisata”) and Kuva Labs Inc. (“Kuva”), pursuant to which Kuva and Lisata agreed to negotiate in good faith and enter into a customary purchase agreement to consummate a negotiated acquisition of Lisata by Kuva (the “Purchase Agreement”) whereby Kuva will commence a tender offer to purchase, on a fully-diluted basis,…

Other Events. On January 23, 2026, Lisata Therapeutics, Inc. (the “Company”) and Qilu Pharmaceutical Co., Ltd. (“Qilu”) entered into a Mutual Termination Agreement (the “Termination Agreement”) relating to the Exclusive License and Collaboration Agreement between the Company (formerly Cend Therapeutics, Inc.) and Qilu, relating to the research, development and commercialization of certepetide (formerly known as CEND-1), dated February 11, 2021, as amended on April 26, 2021, and further amende…

Entry into a Material Definitive Agreement. Term Sheet On January 20, 2026, Lisata Therapeutics, Inc., a Delaware corporation (the “ Company ” or “ Lisata ”), entered into a binding term sheet (the “ Term Sheet ”) with Kuva Labs Inc., a Delaware corporation (“ Kuva ”), pursuant to which Kuva and Lisata agreed to negotiate in good faith and enter into a customary purchase agreement to consummate a negotiated acquisition of Lisata by Kuva (the “ Purchase Agreement ”) whereby Kuva will commence…

Other Events. Press Release On January 21, 2026, the Company issued a press release regarding the execution of the Term Sheet. A copy of such press release has been furnished herewith as Exhibit 99.1 to this Report and is incorporated herein by reference. Additional Information and Where to Find It The tender offer described above has not yet commenced. This communication is not an offer to buy nor a solicitation of an offer to sell any securities of the Company. The solicitation and the offe…

Results of Operations and Financial Condition. The information in

Entry into a Material Definitive Agreement. Non-Exclusive License Agreement On October 8, 2025, Lisata Therapeutics, Inc. (the “Company”) entered into a worldwide Non-Exclusive License Agreement (the “Non-Exclusive License Agreement” or the “Agreement”) with Catalent, Inc. (“Catalent”), pursuant to which the Company granted to Catalent, on a non-exclusive basis, certain of its intellectual property to exploit use of the Company’s novel iRGD cyclic peptide, certepetide, as an antibody drug con…

Results of Operations and Financial Condition. The information in