Material Agreement (Form 8-K)

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 from time to time, the "Merger Agreement"). Pursuant to the Amendment, the Company, Parent and Purchaser agreed that, upon commencement of the tender offer for all of the outstanding shares of common stock of the Company (the "Offer") on June 10, 2026, the date by which Purchaser is obligated under the Merger Agreement to commence the Offer would automatically be extended from June 1, 2026 to June 10, 2026, or such other date as may be agreed to between the Company and Parent. The Amendment also extended the Outside Date (as defined in the Merger Agreement) from July 1, 2026 to July 17, 2026 and provided that Parent may elect to pay to the Company at or before one minute after 11:59 p.m. Eastern Time on July 17, 2026 an extension fee of $1,500,000, which shall be non-refundable, in order to automatically extend the Outside Date under the Merger Agreement to August 17, 2026.

From the date of the Amendment until June 10, 2026, the Company has agreed not to pursue any claim against Parent, Purchaser or their affiliates arising from or relating to the Merger Agreement or the transactions contemplated thereby. Upon commencement of the Offer, the Company shall irrevocably waive any claims to the extent arising from or relating to the Purchaser's failure to commence the Offer by June 1, 2026. Upon the commencement of the Offer and provided that the Parent pays to the Company (i) $150,000 on June 12, 2026 and (ii) $100,000 on June 26, 2026, the Company shall irrevocably waive any claims to the extent arising from or relating to the Purchaser's failure to pay the interim operating payment of $250,000 that was due to the Company on May 26, 2026. The Company's covenant not to sue, waivers, the extension of the Outside Date and the extension of the deadline to commence the Offer, described above, are each subject to termination by the Company if (i) Parent fails to make any payment under the Amendment when due or (ii) Parent commits a material breach of the Amendment (other than a payment default) that materially adversely affects the transactions contemplated by the Merger Agreement and fails to cure such breach within two (2) Business Days after written notice thereof from the Company.

Parent and Purchaser also made certain representations and agreed to certain covenants regarding its anticipated sources of financing, including agreeing to use its best efforts to arrange and obtain alternative financing from alternative sources if its anticipated sources of financing become unavailable. Purchaser acknowledged and agreed that (i) the absence of committed financing as of the date of the Amendment constitutes information that is material to security holders of the Company for purposes of their decision whether to tender their shares, (ii) Purchaser has disclosed and will continue to disclose this fact in accordance with all applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, including in the Schedule TO and any amendments thereto, and (iii) to the extent that the financing status of the Offer changes in a manner that constitutes a material change under applicable Law, Purchaser shall promptly file an amendment to the Schedule TO disclosing such change and shall ensure that a sufficient offering period remains following such disclosure, in each case as required by applicable SEC rules and guidance.

A copy of the Amendment is attached as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment.