Delaware

 

 

22-2343568

(State or other jurisdiction of incorporation or organization)

 

 

(I.R.S. Employer Identification No.)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Large accelerated filer

 

 

 ☐

 

 

Accelerated filer

 

 

 ☐

Non-accelerated filer

 

 

☒

 

 

Smaller reporting company

 

 

☒

 

 

 

 

Emerging growth company

 

 

 ☐

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PAGE

ABOUT THIS PROSPECTUS

 

 

1

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

 

 

2

PROSPECTUS SUMMARY

 

 

3

RISK FACTORS

 

 

7

USE OF PROCEEDS

 

 

8

SELLING STOCKHOLDERS

 

 

9

PLAN OF DISTRIBUTION

 

 

17

LEGAL MATTERS

 

 

19

EXPERTS

 

 

19

WHERE YOU CAN FIND MORE INFORMATION

 

 

20

INCORPORATION OF INFORMATION BY REFERENCE

 

 

21

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Name of Selling Stockholder^(1)(2)(3)

 

 

Common

Stock

Beneficially

Owned

Prior to

Offering⁽³⁾

 

 

Common

Stock that

May Be

Offered

Pursuant to

Prospectus

 

 

Common Stock

Beneficially

Owned After

Offering⁽³⁾

 

 

 

 

 

 

Number

 

 

Percentage

(%)

AB Cap Fund, Inc. - AB Small Cap Growth Portfolio⁽⁴⁾

 

 

3,777,783

 

 

3,777,783

 

 

-

 

 

-%

AB Variable Products Series Fund, Inc. - AB Small Cap Growth Portfolio⁽⁴⁾

 

 

75,255

 

 

75,255

 

 

-

 

 

-%

Equitable Small Cap Pension Fund⁽⁴⁾

 

 

156,698

 

 

156,698

 

 

-

 

 

-%

Entities Associated with Vestal Point Capital, LP⁽⁵⁾

 

 

2,682,098

 

 

2,682,098

 

 

-

 

 

-%

Adage Capital Partners, L.P.⁽⁶⁾

 

 

2,487,646

 

 

2,487,646

 

 

-

 

 

-%

Affinity Healthcare Fund, LP⁽⁷⁾

 

 

5,364,196

 

 

5,364,196

 

 

-

 

 

-%

Alpha Wave Ventures II LP⁽⁸⁾

 

 

33,526,238

 

 

33,526,238

 

 

-

 

 

-%

Nantahala Capital Partners Limited Partnership⁽⁹⁾

 

 

1,789,567

 

 

1,769,965

 

 

19,602

 

 

*%

NCP RFM LP⁽¹⁰⁾

 

 

596,177

 

 

583,083

 

 

13,094

 

 

*%

Blackwell Partners LLC⁽¹¹⁾

 

 

2,429,752

 

 

2,404,870

 

 

24,882

 

 

*%

Eastmain 2023 Fund LP⁽¹²⁾

 

 

613,833

 

 

606,278

 

 

7,555

 

 

*%

Citadel CEMF Investments Ltd.⁽¹³⁾

 

 

12,605,865

 

 

12,605,865

 

 

-

 

 

-%

Citadel Multi-Strategy Equities Master Fund Ltd.⁽¹³⁾

 

 

734,224

 

 

734,224

 

 

-

 

 

-%

Forbion Growth Opportunities Fund III Coöperatief U.A.⁽¹⁴⁾

 

 

33,526,229

 

 

33,526,229

 

 

-

 

 

-%

Forbion Ventures Fund VI Coöperatief U.A.⁽¹⁴⁾

 

 

28,656,625

 

 

28,656,625

 

 

-

 

 

-%

Four Pines Master Fund LP⁽¹⁵⁾

 

 

435,841

 

 

435,841

 

 

-

 

 

-%

Rock Springs Capital Master Fund LP⁽¹⁵⁾

 

 

2,246,257

 

 

2,246,257

 

 

-

 

 

-%

Joshua Lehrer⁽¹⁶⁾

 

 

3,305,729

 

 

3,305,729

 

 

-

 

 

-%

HIF Solitude Ltd⁽¹⁷⁾

 

 

295,000

 

 

295,000

 

 

-

 

 

-%

Mission Pure Alpha Master LP⁽¹⁷⁾

 

 

375,525

 

 

375,525

 

 

-

 

 

-%

Omega Fund VII, L.P.⁽¹⁸⁾

 

 

17,864,525

 

 

17,864,525

 

 

-

 

 

-%

Perceptive Life Sciences Master Fund, Ltd.⁽¹⁹⁾

 

 

10,057,866

 

 

10,057,866

 

 

-

 

 

-%

Perceptive Xontogeny Venture Fund II, LP⁽¹⁹⁾

 

 

20,140,965

 

 

20,140,965

 

 

-

 

 

-%

RA Capital Healthcare Fund, L.P.⁽²⁰⁾

 

 

26,820,977

 

 

26,820,977

 

 

-

 

 

-%

Robert Harrington⁽²¹⁾

 

 

35,139

 

 

35,139

 

 

-

 

 

-%

Seligman Hcare Spectrum (Master) Fund by Columbia Mgmt Invst Advisers, LLC⁽²²⁾

 

 

5,364,196

 

 

5,364,196

 

 

-

 

 

-%

Sofinnova Venture Partners XI, L.P.⁽²³⁾

 

 

28,656,625

 

 

28,656,625

 

 

-

 

 

-%

Squadron Master Fund LP⁽²⁴⁾

 

 

2,487,646

 

 

2,487,646

 

 

-

 

 

-%

Ted Love⁽²⁵⁾

 

 

2,289,576

 

 

2,289,576

 

 

-

 

 

-%

Third Rock Ventures V, L.P.⁽²⁶⁾

 

 

64,301,609

 

 

64,301,609

 

 

-

 

 

-%

Third Rock Ventures VI, L.P.⁽²⁶⁾

 

 

12,330,046

 

 

12,330,046

 

 

-

 

 

-%

venBio Global Strategic Fund IV, L.P.⁽²⁷⁾

 

 

21,951,381

 

 

21,951,381

 

 

-

 

 

-%

Vyas Ramanan⁽²⁸⁾

 

 

243,064

 

 

243,064

 

 

-

 

 

-%

Ian Clements⁽²⁹⁾

 

 

395,448

 

 

395,448

 

 

-

 

 

-%

Charles Homcy and Diana Sylvestre⁽³⁰⁾

 

 

972,261

 

 

972,261

 

 

-

 

 

-%

Joshua Rabinowitz⁽³¹⁾

 

 

486,129

 

 

486,129

 

 

-

 

 

-%

Stephen O'Rahilly⁽³²⁾

 

 

486,129

 

 

486,129

 

 

-

 

 

-%

 

 

 

 

 

 

 

 

 

 

 

 

 

*

Less than 1%

(1)

To our knowledge, unless otherwise indicated, all persons named in the table above have sole voting and investment power with respect to their shares of Common Stock. Unless an address is provided below, the address for the holder is c/o Lisata Therapeutics, P.O. Box 173, Liberty Corner, NJ 07938.

(2)

All Common Stock share amounts reflected in the table do not give effect to the Reverse Stock Split. The Series C Preferred Stock is not convertible into Common Stock unless and until the Company's stockholders approve such conversion. Accordingly, the shares of Common Stock issuable upon conversion of the Series C Preferred Stock are included in the "Common Stock That May Be Offered

(3)

"Beneficial ownership" is a term broadly defined by the SEC in Rule 13d-3 under the Exchange Act, and includes more than the typical form of stock ownership, that is, stock held in the person's name. The term also includes what is referred to as "indirect ownership," meaning ownership of shares as to which a person has or shares investment power. Notwithstanding the foregoing, the beneficial ownership amounts assume the sale of all Common Stock that may be offered pursuant to this prospectus without taking into account certain limitations, including that a holder of Series C Preferred Stock is prohibited from converting shares of Series C Preferred into shares of Common Stock (i) prior to the approval of the Required Company Stockholder Matters and the Nasdaq Listing Application or (ii) if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than a specified percentage (established by the holder between 4.9% and 19.99%) (the "Beneficial Ownership Limitation") of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion, which Beneficial Ownership Limitation may be waived by each holder at any time following the approval by Nasdaq of the Nasdaq Listing Application and approval of the Required Company Stockholder Matters.

(4)

The shares reported under "Common Stock Beneficially Owned Prior to Offering" and "Common Stock That May Be Offered Pursuant to this Prospectus" consist of (i) 3,777,783 shares of Common Stock issuable upon conversion of Series C Preferred Stock purchased by AB Cap Fund, Inc. - AB Small Cap Growth Portfolio ('AB Cap Fund') in the 2026 Private Placement, (ii) 75,255 shares of Common Stock issuable upon conversion of Series C Preferred Stock purchased by AB Variable Products Series Fund, Inc. - AB Small Cap Growth Portfolio ('AB Variable') in the 2026 Private Placement and (iii) 156,698 shares of Common Stock issuable upon conversion of Series C Preferred Stock purchased by Equitable Small Cap Pension Fund ('Equitable Fund') in the 2026 Private Placement. AllianceBernstein L.P. acts as investment adviser to and on behalf of AB Cap Fund, AB Variable and Equitable Fund. John Tota, in his position as VP Corporate Actions of AllianceBernstein L.P., may be deemed to have voting and investment power with respect to the shares of Common Stock beneficially owned by such funds and accounts. AllianceBernstein Corporation is the general partner of AllianceBernstein L.P. Voting and dispositive power over the shares are exercised by the investment adviser pursuant to an investment management agreement. The address of the entities referenced in this footnote is 501 Commerce Street, Nashville, TN 37203. The shares of Common Stock issuable upon conversion of the shares of Series C Preferred Stock held by each of AB Cap Fund, AB Variable and Equitable Fund are subject to a Beneficial Ownership Limitation of 9.99%. The beneficial ownership amounts and percentages reported for AB Cap Fund, AB Variable and Equitable Fund assume receipt of approval of the Required Company Stockholder Matters and conversion in full of the Series C Preferred Stock. The Series C Preferred Stock cannot convert into Common Stock prior to receipt of approval of the Required Company Stockholder Matters.

(5)

The shares reported under "Common Stock Beneficially Owned Prior to Offering" and "Common Stock That May Be Offered Pursuant to this Prospectus" consist of (i) 1,372,772 shares of Common Stock issuable upon conversion of Series C Preferred Stock purchased by Vestal Point Master Fund, LP ("Vestal Point Master Fund"), in the 2026 Private Placement and (ii) 1,309,326 shares of Common Stock issuable upon conversion of Series C Preferred Stock purchased by accounts separately managed by Vestal Point Capital, LP, in the 2026 Private Placement. The sole general partner of Vestal Point Master Fund is Vestal Point Partners GP, LLC. The managing member of Vestal Point Partners GP, LLC is Ryan Wilder. The sole general partner of Vestal Point Capital, LP is Vestal Point Capital, LLC. The managing member of Vestal Point Capital, LLC is Mr. Wilder. As a result, Mr. Wilder may be deemed to have voting and investment power over the securities held by Vestal Point Master Fund and the accounts separately managed by Vestal Point Capital, LP. Mr. Wilder disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein. The address of the foregoing entities and Mr. Wilder is c/o Vestal Point 632 Broadway, Suite 602, New York, NY 10012. The shares of Common Stock issuable upon conversion of the shares of Series C Preferred Stock held by Vestal Point Master Fund and the accounts separately managed by Vestal Point Capital, LP are subject to a Beneficial Ownership Limitation of 9.99%.

(6)

The shares reported under "Common Stock Beneficially Owned Prior to Offering" and "Common Stock That May Be Offered Pursuant to this Prospectus" consist of 2,487,646 shares of Common Stock issuable upon conversion of Series C Preferred Stock purchased by Adage Capital Partners L.P. ("Adage") in the 2026 Private Placement. Bob Atchinson and Phillip Gross are the managing members of Adage Capital Advisors, L.L.C., which is the managing member of Adage Capital Partners GP, L.L.C., which is the general partner of Adage, and each such person or entity, as the case may be, has shared voting and/or investment power over the securities held by Adage Capital Partners, L.P. and may be deemed the beneficial owner of such shares, and each such person or entity, as the case may be, disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interest therein. The address of the foregoing persons and entities is 200 Clarendon St, 52nd Floor, Boston, MA 02116. The shares of Common Stock issuable upon conversion of the shares of Series C Preferred Stock held by Adage are subject to a Beneficial Ownership Limitation of 9.99%.

(7)

The shares reported under "Common Stock Beneficially Owned Prior to Offering" and "Common Stock That May Be Offered Pursuant to this Prospectus" consist of 5,364,196 shares of Common Stock issuable upon conversion of Series C Preferred Stock purchased by Affinity Healthcare Fund, LP ("Affinity") in the 2026 Private Placement. Affinity is managed by Affinity Asset Advisors, LLC. The address of Affinity and Affinity Asset Advisors, LLC is 450 Park Avenue, Suite 1403, New York, NY 10022. The shares of Common Stock issuable upon conversion of the shares of Series C Preferred Stock held by Affinity are subject to a Beneficial Ownership Limitation of 9.99%.

(8)

The shares reported under "Common Stock Beneficially Owned Prior to Offering" and "Common Stock That May Be Offered Pursuant to this Prospectus" consist of (i) 183,323 shares of Common Stock received by Alpha Wave Ventures II LP ("Alpha Wave") in the Acquisition as an equityholder of record of Marea, (ii) 21,608,738 shares of Common Stock issuable upon conversion of Series C Preferred Stock received by Alpha Wave in the Acquisition as an equityholder of record of Marea and (iii) 11,734,177 shares of Common Stock issuable upon conversion of Series C Preferred Stock purchased by Alpha Wave in the 2026 Private Placement. The Series C Preferred Stock is not convertible into Common Stock unless and until the Company's stockholders approve such conversion. Accordingly, the shares of Common Stock issuable upon conversion of the Series C Preferred Stock are included in the table solely to reflect the shares that may be offered pursuant to this prospectus, and Alpha Wave does not beneficially own such shares within the meaning of Rule 13d-3 under the Exchange Act unless and until such stockholder approval is obtained. Alpha Wave Ventures GP, Ltd. ("Alpha Wave Ventures GP") is the general partner of Alpha Wave Ventures II, LP. Alpha Wave Ventures GP is a joint venture between Alpha Wave Global, LP ("Alpha Wave Global") and Lunate Holding RSC LTD ("Lunate"). Lunate is majority-owned by Chimera Investment LLC ("Chimera"). Richard Gerson is the Chairman and Chief Investment Officer of Alpha Wave Global. Chimera is controlled by its board of directors. The managing partners of Lunate Capital Limited, a wholly-owned investment manager subsidiary of Lunate, manage the investment activities of Lunate. The address of Alpha Wave is 830 Brickell Plaza, Suite 4700-B, Miami, FL 33131. The shares of Common Stock issuable upon conversion of the shares of Series C Preferred Stock held by Alpha Wave are subject to a Beneficial Ownership Limitation of 9.9%.

(9)

The shares reported under "Common Stock Beneficially Owned Prior to Offering" and "Common Stock That May Be Offered Pursuant to this Prospectus" consist of (i) 19,602 shares of Lisata common stock and (ii) 1,769,965 shares of Common Stock issuable upon conversion

(10)

The shares reported under "Common Stock Beneficially Owned Prior to Offering" and "Common Stock That May Be Offered Pursuant to this Prospectus" consist of (i) 13,094 shares of Lisata common stock and (ii) 583,083 shares of Common Stock issuable upon conversion of Series C Preferred Stock purchased by NCP RFM LP ("NCP"). Nantahala Capital Management, LLC is a Registered Investment Adviser and has been delegated the legal power to vote and/or direct the disposition of such securities on behalf of NCP as a General Partner, Investment Manager, or Sub-Advisor and would be considered the beneficial owner of such securities. Wilmot Harkey and Daniel Mack are managing members of Nantahala Capital Management, LLC and may be deemed to have voting and dispositive power over the shares held by NCP. The address of Nantahala Capital Management, LLC is 130 Main Street, 2nd Floor, New Canaan, CT 06840. The shares of Common Stock issuable upon conversion of the shares of Series C Preferred Stock held by NCP are subject to a Beneficial Ownership Limitation of 9.99%.

(11)

The shares reported under "Common Stock Beneficially Owned Prior to Offering" and "Common Stock That May Be Offered Pursuant to this Prospectus" consist of (i) 24,882 shares of Lisata common stock and (ii) 2,404,870 shares of Common Stock issuable upon conversion of Series C Preferred Stock purchased by Blackwell Partners LLC - Series A ("Blackwell"). Nantahala Capital Management, LLC is a Registered Investment Adviser and has been delegated the legal power to vote and/or direct the disposition of such securities on behalf of Blackwell as a General Partner, Investment Manager, or Sub-Advisor and would be considered the beneficial owner of such securities. Wilmot Harkey and Daniel Mack are managing members of Nantahala Capital Management, LLC and may be deemed to have voting and dispositive power over the shares held by Blackwell. The address of Nantahala Capital Management, LLC is 130 Main Street, 2nd Floor, New Canaan, CT 06840. The shares of Common Stock issuable upon conversion of the shares of Series C Preferred Stock held by Blackwell are subject to a Beneficial Ownership Limitation of 9.99%.

(12)

The shares reported under "Common Stock Beneficially Owned Prior to Offering" and "Common Stock That May Be Offered Pursuant to this Prospectus" consist of (i) 7,555 shares of Lisata common stock and (ii) 606,278 shares of Common Stock issuable upon conversion of Series C Preferred Stock purchased by Eastmain 2023 Fund LP ("Eastmain"). Nantahala Capital Management, LLC is a Registered Investment Adviser and has been delegated the legal power to vote and/or direct the disposition of such securities on behalf of Eastmain as a General Partner, Investment Manager, or Sub-Advisor and would be considered the beneficial owner of such securities. Wilmot Harkey and Daniel Mack are managing members of Nantahala Capital Management, LLC and may be deemed to have voting and dispositive power over the shares held by Eastmain. The address of Nantahala Capital Management, LLC is 130 Main Street, 2nd Floor, New Canaan, CT 06840. The shares of Common Stock issuable upon conversion of the shares of Series C Preferred Stock held by Eastmain are subject to a Beneficial Ownership Limitation of 9.99%.

(13)

The shares reported under "Common Stock Beneficially Owned Prior to Offering" and "Common Stock That May Be Offered Pursuant to this Prospectus" consist of (i) 56,407 shares of Common Stock received by Citadel CEMF Investments Ltd. ("Citadel") in the Acquisition as an equityholder of record of Marea, (ii) 6,648,844 shares of Common Stock issuable upon conversion of Series C Preferred Stock received by Citadel in the Acquisition as an equityholder of record of Marea, (iii) 5,900,614 shares of Common Stock issuable upon conversion of Series C Preferred Stock purchased by Citadel in the 2026 Private Placement, (iv) 6,176 shares of Common Stock received by Citadel Multi-Strategy Equities Master Fund Ltd. ("CEMF") in the Acquisition as an equityholder of record of Marea and (v) 728,048 shares of Common Stock issuable upon conversion of Series C Preferred Stock received by CEMF in the Acquisition as an equityholder of record of Marea. Citadel Advisors LLC is the portfolio manager of Citadel and CEMF. Citadel Advisors Holdings LP ("CAH") is the sole member of Citadel Advisors LLC. Citadel GP LLC ("CGP") is the general partner of CAH. Kenneth Griffin owns a controlling interest in CGP. Mr. Griffin, as the owner of a controlling interest in CGP, may be deemed to have shared power to vote or direct the vote of, and/or shared power to dispose or to direct the disposition over, the shares reported herein. Reporting such shares herein is not and shall not be construed as an admission that Mr. Griffin or any of the Citadel related entities listed above is the beneficial owner of any securities of the Company other than the securities actually owned by such person (if any). The address of the foregoing entities in this footnote is c/o Citadel Enterprise Americas LLC, 830 Brickell Plaza, Floor 15, Miami, FL 33131. The shares of Common Stock issuable upon conversion of the shares of Series C Preferred Stock held by Citadel and CEMF are subject to a Beneficial Ownership Limitation of 9.99%.

(14)

The shares reported under "Common Stock Beneficially Owned Prior to Offering" and "Common Stock That May Be Offered Pursuant to this Prospectus" consist of (i) 141,018 shares of Common Stock received by Forbion Growth Opportunities Fund III Coöperatief U.A. ("Forbion Growth III COOP") in the Acquisition as an equityholder of record of Marea, (ii) 16,622,101 shares of Common Stock issuable upon conversion of Series C Preferred Stock received by Forbion Growth III COOP in the Acquisition as an equityholder of record of Marea, (iii) 16,763,110 shares of Common Stock issuable upon conversion of Series C Preferred Stock purchased by Forbion Growth III COOP in the 2026 Private Placement, (iv) 156,460 shares of Common Stock received by Forbion Ventures Fund VI Coöperatief U.A. ("Forbion Ventures Fund"), in the Acquisition as an equityholder of record of Marea, (v) 18,442,299 shares of Common Stock issuable upon conversion of Series C Preferred Stock received by Forbion Ventures Fund in the Acquisition as an equityholder of record of Marea and (vi) 10,057,866 shares of Common Stock issuable upon conversion of Series C Preferred Stock purchased by Forbion Ventures Fund in the 2026 Private Placement. Forbion Ventures Fund VI Coöperatief U.A. ("Forbion Ventures Fund VI Cooperative"): Forbion Ventures VI Management B.V. (the "Forbion Ventures Fund VI Director") is the director of Forbion Ventures Fund VI Cooperative, and may be deemed to have voting and dispositive power over the securities that are beneficially owned by Forbion Ventures Fund VI Cooperative. Investment and divestment decisions with respect to Forbion Ventures Fund VI Cooperative are made by its alternative investment fund manager FCPM III Services B.V. (the "AIFM"), upon recommendation by its investment committee, consisting of Sander Slootweg, Dirk Kersten, Martien van Osch, Geert-Jan Mulder, Marco Boorsma, Rogier Rooswinkel, and Dmitrij Hristodorov. The natural persons on the board of the AIFM are Dirk Kersten, Machteld Groeneveld, Geert-Jan Mulder, Sander Slootweg and Martien van Osch. The AIFM directs the Forbion Ventures Fund VI Director in relation to Forbion Ventures Fund VI Cooperative. The members of the investment committee have an indirect interest in the Forbion Ventures Fund VI Cooperative. The business address of the Forbion Ventures Fund VI Director, the Forbion Ventures Fund VI Cooperative, the AIFM and the individuals named in this footnote is Gooimeer 2-35, 1411 DC Naarden, the Netherlands. Forbion Growth Opportunities Fund III Coöperatief U.A. (the "Forbion Growth III Cooperative"): Forbion Growth III Management B.V., (the "Forbion Growth III Director"), is the director of Forbion Growth III Cooperative, and may be deemed to have voting and dispositive power over the securities that are beneficially owned by the Forbion Growth III Cooperative. Investment and divestment decisions with respect to Forbion Growth III Cooperative are made by its alternative investment fund manager FCPM III

(15)

The shares reported under "Common Stock Beneficially Owned Prior to Offering" and "Common Stock That May Be Offered Pursuant to this Prospectus" consist of (i) 2,246,257 shares of Common Stock issuable upon conversion of Series C Preferred Stock purchased by Rock Springs Capital Master Fund LP ("Master Fund") in the 2026 Private Placement and (ii) 435,841 shares of Common Stock issuable upon conversion of Series C Preferred Stock purchased by Four Pines Master Fund LP ("Four Pines") in the 2026 Private Placement. Rock Springs Capital LLC ("RSC") is the general partner of Rock Springs Capital Management LP ("RSCM"), which is the investment adviser to the Master Fund and Four Pines. RSC and RSCM may therefore be deemed to have or share beneficial ownership of the securities held directly by Master Fund and Four Pines. The address of the entities referenced in this footnote is 650 South Exeter St., Suite 1070, Baltimore, Maryland 21202. The shares of Common Stock issuable upon conversion of the shares of Series C Preferred Stock held by Master Fund and Four Pines are subject to a Beneficial Ownership Limitation of 9.99%.

(16)

The shares reported under "Common Stock Beneficially Owned Prior to Offering" and "Common Stock That May Be Offered Pursuant to this Prospectus" consist of (i) 21,548 shares of Common Stock received by Joshua Lehrer in the Acquisition as an equityholder of record of Marea, (ii) 2,540,002 shares of Common Stock issuable upon conversion of Series C Preferred Stock received by Dr. Lehrer in the Acquisition as an equityholder of record of Marea, (iii) 6,260 shares of Common Stock received by the Lehrer Family Irrevocable GST Exempt Trust U/A/D November 21, 2025, a trust for the benefit of Dr. Lehrer's children (the "Lehrer Family Trust"), and (iv) 737,919 shares of Common Stock issuable upon conversion of Series C Preferred Stock received by the Lehrer Family Trust in the Acquisition as an equityholder of Marea. Dr. Lehrer disclaims beneficial ownership of the shares held by the Lehrer Family Trust, except to the extent of any pecuniary interest therein.

(17)

The shares reported under "Common Stock Beneficially Owned Prior to Offering" and "Common Stock That May Be Offered Pursuant to this Prospectus" consist of (i) 375,525 shares of Common Stock issuable upon conversion of Series C Preferred Stock purchased by Mission Pure Alpha Master Fund L.P. ("MPAM") in the 2026 Private Placement and (ii) 295,000 shares of Common Stock issuable upon conversion of Series C Preferred Stock purchased by HIF Solitude Ltd. ("HIF") in the 2026 Private Placement. MPAM and HIF are managed by Monashee Investment Management, LLC ("Monashee Management"). Jeff Muller is CCO of Monashee Management and has voting and investment control over Monashee Management and, accordingly, may be deemed to have beneficial ownership of the shares held by MPAM and HIF. Jeff Muller, however, disclaims any beneficial ownership of the shares held by these entities. The business address of MPAM and HIF and Mr. Muller is c/o Monashee Investment Management, LLC, 75 Park Plaza, 4th Floor, Boston, Massachusetts 02116. The shares of Common Stock issuable upon conversion of the shares of Series C Preferred Stock held by MPAM and HIF are subject to a Beneficial Ownership Limitation of 9.99%.

(18)

The shares reported under "Common Stock Beneficially Owned Prior to Offering" and "Common Stock That May Be Offered Pursuant to this Prospectus" consist of (i) 93,876 shares of Common Stock received by Omega Fund VII L.P. ("Omega") in the Acquisition as an equityholder of record of Marea, (ii) 11,065,405 shares of Common Stock issuable upon conversion of Series C Preferred Stock received by Omega in the Acquisition as an equityholder of record of Marea and (iii) 6,705,244 shares of Common Stock issuable upon conversion of Series C Preferred Stock purchased by Omega in the 2026 Private Placement. Omega Fund VII GP Manager, Ltd. ("Omega Ltd") is the sole general partner of Omega Fund VII GP, L.P. ("Omega GP"), which is the sole general partner of Omega; and each of Omega Ltd. and Omega GP may be deemed to own beneficially the shares held by Omega. Claudio Nessi, Francesco Draetta and Otello Stampacchia are the directors of Omega Ltd. and, as a result, may be deemed to share voting and investment power over the shares held directly by Omega. Each of Dr. Stampacchia, Mr. Draetta, Dr. Nessi, Omega Ltd. and Omega GP disclaim beneficial ownership of the shares held by Omega except to the extent of their pecuniary interest therein. The business address of the Omega and its affiliates is 888 Boylston Street, Suite 1111, Boston, MA 02199. The shares of Common Stock issuable upon conversion of the shares of Series C Preferred Stock held by Omega are subject to a Beneficial Ownership Limitation of 9.99%.

(19)

The shares reported under "Common Stock Beneficially Owned Prior to Offering" and "Common Stock That May Be Offered Pursuant to this Prospectus" consist of (i) 156,460 shares of Common Stock received by Perceptive Xontogeny Venture Fund II, LP ("Perceptive Xontogeny"), in the Acquisition as an equityholder of record of Marea, (ii) 18,442,299 shares of Common Stock issuable upon conversion of Series C Preferred Stock received by Perceptive Xontogeny in the Acquisition as an equityholder of record of Marea, (iii) 1,542,206 shares of Common Stock issuable upon conversion of Series C Preferred Stock purchased by Perceptive Xontogeny in the 2026 Private Placement and (iv) 10,057,866 shares of Common Stock issuable upon conversion of Series C Preferred Stock purchased by Perceptive Life Sciences Master Fund, Ltd. ("Perceptive Master Fund") in the 2026 Private Placement. Perceptive Venture Advisors, LP is the investment advisor to Perceptive Xontogeny. Perceptive Venture Advisors, LP is controlled by Perceptive Advisors LLC. Perceptive Advisors LLC is the investment advisor of the Perceptive Master Fund. Accordingly, Perceptive Advisors LLC may be deemed to beneficially own the securities directly held by Perceptive Xontogeny and the Perceptive Master Fund. Joseph Edelman is the controlling person of Perceptive Advisors LLC. Mr. Edelman, Perceptive Venture Advisors, LP, and Perceptive Advisors LLC may be deemed to beneficially own the shares held by Perceptive Xontogeny and Perceptive Master Fund, as applicable. The address of Perceptive is 51 Astor Place, 10th Floor, New York, NY 10003. Perceptive reports that it holds shared voting power and shared dispositive power with respect to all shares held by it. The Perceptive Master Fund, Perceptive Xontogeny, Mr. Edelman, Perceptive Venture Advisors, LP, and Perceptive Advisors LLC each disclaim beneficial ownership of all such securities except to the extent of its or his pecuniary interest therein. The shares of Common Stock issuable upon conversion of the shares of Series C Preferred Stock held by Perceptive Xontogeny and Perceptive Master Fund are subject to a Beneficial Ownership Limitation of 9.9%.

(20)

The shares reported under "Common Stock Beneficially Owned Prior to Offering" and "Common Stock That May Be Offered Pursuant to this Prospectus" consist of 26,820,977 shares of Common Stock issuable upon conversion of Series C Preferred Stock purchased by RA Capital Healthcare Fund, L.P. ("RA Capital Fund") in the 2026 Private Placement. RA Capital Management, L.P. serves as an investment manager for RA Capital Fund. The general partner of RA Capital Management, L.P. is RA Capital Management GP, LLC, of which Peter Kolchinsky and Rajeev Shah are the managing members. RA Capital Management, L.P., RA Capital Management GP, LLC, Peter Kolchinsky and Rajeev Shah may be deemed to have voting and investment power over the shares held of record by RA Capital Fund. RA Capital Management, L.P., RA Capital Management GP, LLC, Peter Kolchinsky and Rajeev Shah disclaim beneficial ownership of such

(21)

The shares reported under "Common Stock Beneficially Owned Prior to Offering" and "Common Stock That May Be Offered Pursuant to this Prospectus" consist of (i) 295 shares of Common Stock received by Robert Harrington in the Acquisition as an equityholder of record of Marea and (ii) 34,844 shares of Common Stock issuable upon conversion of Series C Preferred Stock received by Dr. Harrington in the Acquisition as an equityholder of record of Marea.

(22)

The shares reported under "Common Stock Beneficially Owned Prior to Offering" and "Common Stock That May Be Offered Pursuant to this Prospectus" consist of 5,364,196 shares of Common Stock issuable upon conversion of Series C Preferred Stock purchased by Seligman Healthcare Spectrum (Master) Fund ("SHS Master") in the 2026 Private Placement. Columbia Management Investment Advisers, LLC serves as investment manager to Seligman Healthcare Spectrum (Master) Fund, or SHS Master. Kosta Kleyman, portfolio manager of SHS Master, may be deemed to exercise ultimate investment power with respect to these shares. The address for the selling stockholder is c/o Columbia Management Investment Advisers, LLC, 290 Congress St., Boston, MA 02210. The shares of Common Stock issuable upon conversion of the shares of Series C Preferred Stock held by SHS Master are subject to a Beneficial Ownership Limitation of 4.9%.

(23)

The shares reported under "Common Stock Beneficially Owned Prior to Offering" and "Common Stock That May Be Offered Pursuant to this Prospectus" consist of (i) 156,460 shares of Common Stock received by Sofinnova Venture Partners XI, L.P. ("Sofinnova") in the Acquisition as an equityholder of record of Marea, (ii) 18,442,299 shares of Common Stock issuable upon conversion of Series C Preferred Stock received by Sofinnova in the Acquisition as an equityholder of record of Marea and (iii) 10,057,866 shares of Common Stock issuable upon conversion of Series C Preferred Stock purchased by Sofinnova in the 2026 Private Placement. Sofinnova Management XI, L.P. ("SM XI LP"), is the general partner of Sofinnova and may be deemed to have sole voting power. Sofinnova Management XI, L.L.C. ("SM XI LLC"), is the general partner of SM XI LP and may be deemed to have sole voting power. James I. Healy, M.D., Ph.D. and Maha Katabi, Ph.D., are the managing members of SM XI LLC, and may be deemed to have shared power to vote these shares. Each of SM XI LP, SM XI LLC, Dr. Healy and Dr. Katabi disclaim beneficial ownership of the shares held by Sofinnova, except to the extent of their respective pecuniary interest therein. The principal address for the entities and individuals named in this paragraph is c/o Sofinnova Investments, Inc., 3000 Sand Hill Road, Building 3-Suite 150, Menlo Park, CA 94025. The shares of Common Stock issuable upon conversion of the shares of Series C Preferred Stock held by Sofinnova are subject to a Beneficial Ownership Limitation of 9.99%.

(24)

The shares reported under "Common Stock Beneficially Owned Prior to Offering" and "Common Stock That May Be Offered Pursuant to this Prospectus" consist of 2,487,646 shares of Common Stock issuable upon conversion of Series C Preferred Stock purchased by Squadron Master Fund L.P. ("SMF") in the 2026 Private Placement. Squadron Capital Management LLC serves as investment adviser to SMF and may be deemed to be the beneficial owner of all securities held by SMF. Matthew Sesterhenn and William F. Blank III, as Partners of Squadron Capital Management LLC, with the power to exercise investment and voting discretion, may be deemed to be the beneficial owners of all securities held by the fund. Squadron Capital Management LLC and Messrs. Sesterhenn and Blank disclaim beneficial ownership over any of the securities. The address of Squadron Capital Management LLC is 1211 W. 22^nd St. Suite 1008 Oak Brook, IL 60523. The shares of Common Stock issuable upon conversion of the shares of Series C Preferred Stock held by SMF are subject to a Beneficial Ownership Limitation of 9.99%.

(25)

The shares reported under "Common Stock Beneficially Owned Prior to Offering" and "Common Stock That May Be Offered Pursuant to this Prospectus" consist of (i) 19,260 shares of Common Stock received by Ted Love in the Acquisition as an equityholder of record of Marea and (ii) 2,270,316 shares of Common Stock issuable upon conversion of Series C Preferred Stock received by Dr. Love in the Acquisition as an equityholder of record of Marea.

(26)

The shares reported under "Common Stock Beneficially Owned Prior to Offering" and "Common Stock That May Be Offered Pursuant to this Prospectus" consist of (i) 455,192 shares of Common Stock received by Third Rock Ventures V, LP ("Third Rock V"), in the Acquisition as an equityholder of record of Marea, (ii) 53,654,446 shares of Common Stock issuable upon conversion of Series C Preferred Stock received by Third Rock V in the Acquisition as an equityholder of record of Marea, (iii) 10,191,971 shares of Common Stock issuable upon conversion of Series C Preferred Stock purchased by Third Rock V in the 2026 Private Placement, (iv) 48,446 shares of Common Stock received by Third Rock Ventures VI, LP ("Third Rock VI"), in the Acquisition as an equityholder of record of Marea, (v) 5,710,461 shares of Common Stock issuable upon conversion of Series C Preferred Stock received by Third Rock VI in the Acquisition as an equityholder of record of Marea and (vi) 6,571,139 shares of Common Stock issuable upon conversion of Series C Preferred Stock purchased by Third Rock VI in the 2026 Private Placement. The sole general partner of Third Rock V is Third Rock Ventures GP V, L.P. ("TRV GP V"), and the sole general partner of TRV GP V is TRV GP V, LLC ("TRV GP V LLC"). The sole general partner of Third Rock VI is Third Rock Ventures GP VI, L.P. ("TRV GP VI"), and the sole general partner of TRV GP VI is TRV GP VI, LLC ("TRV GP VI LLC"). Abbie Celniker, Robert Tepper, Reid Huber, Jeffrey Tong and Kevin Gillis are the managing members of TRV GP V LLC and TRV GP VI LLC and collectively make voting and investment decisions with respect to the securities held by Third Rock V and Third Rock VI. Each of the foregoing entities and individuals disclaims beneficial ownership of the securities except to the extent of its or his or her pecuniary interest therein, if any, and this response shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 13 or Section 16 of the Exchange Act or for any other purpose. The address of Third Rock V and Third Rock VI is 201 Brookline Ave., Boston, MA 02215. The shares of Common Stock issuable upon conversion of the shares of Series C Preferred Stock held by Third Rock V and Third Rock VI are subject to a Beneficial Ownership Limitation of 19.99%.

(27)

The shares reported under "Common Stock Beneficially Owned Prior to Offering" and "Common Stock That May Be Offered Pursuant to this Prospectus" consist of (i) 156,460 shares of Common Stock received by venBio Global Strategic Fund IV L.P. ("venBio L.P.") in the Acquisition as an equityholder of record of Marea, (ii) 18,442,299 shares of Common Stock issuable upon conversion of Series C Preferred Stock received by venBio L.P. in the Acquisition as an equityholder of record of Marea and (iii) 3,352,622 shares of Common Stock issuable upon conversion of Series C Preferred Stock purchased by venBio L.P. in the 2026 Private Placement. venBio Global Strategic GP IV, LLC ("venBio LLC") is the general partner of venBio L.P. Aaron Royston, Corey Goodman, and Richard Gaster are the members of venBio LLC. Each of Dr. Royston, Mr. Goodman and Mr. Gaster, disclaim beneficial ownership of the shares held by venBio L.P. The business address of the venBio L.P. and its affiliates is 1700 Owens St., Ste. 595, San Francisco, CA 94158. The shares of Common Stock issuable upon conversion of the shares of Series C Preferred Stock held by venBio L.P. is subject to a Beneficial Ownership Limitation of 4.9%.

(28)

The shares reported under "Common Stock Beneficially Owned Prior to Offering" and "Common Stock That May Be Offered Pursuant to this Prospectus" consist of (i) 2,044 shares of Common Stock received by Vyas Ramanan in the Acquisition as an equityholder of record of Marea and (ii) 241,020 shares of Common Stock issuable upon conversion of Series C Preferred Stock received by Dr. Ramanan in the Acquisition as an equityholder of record of Marea.

(29)

The shares reported under "Common Stock Beneficially Owned Prior to Offering" and "Common Stock That May Be Offered Pursuant to this Prospectus" consist of (i) 3,326 shares of Common Stock received by Ian Clements in the Acquisition as an equityholder of record of Marea and (ii) 392,122 shares of Common Stock issuable upon conversion of Series C Preferred Stock received by Dr. Clements in the Acquisition as an equityholder of record of Marea.

(30)

The shares reported under "Common Stock Beneficially Owned Prior to Offering" and "Common Stock That May Be Offered Pursuant to this Prospectus" consist of (i) 8,178 shares of Common Stock received by Charles Homcy and Diana Sylvestre in the Acquisition as an equityholder of record of Marea and (ii) 964,083 shares of Common Stock issuable upon conversion of Series C Preferred Stock received by Charles Homcy and Diana Sylvestre in the Acquisition as equityholders of record of Marea.

(31)

The shares reported under "Common Stock Beneficially Owned Prior to Offering" and "Common Stock That May Be Offered Pursuant to this Prospectus" consist of (i) 4,088 shares of Common Stock received by Joshua Rabinowitz in the Acquisition as an equityholder of record of Marea and (ii) 482,041 shares of Common Stock issuable upon conversion of Series C Preferred Stock received by Dr. Rabinowitz in the Acquisition as an equityholder of record of Marea.

(32)

The shares reported under "Common Stock Beneficially Owned Prior to Offering" and "Common Stock That May Be Offered Pursuant to this Prospectus" consist of (i) 4,089 shares of Common Stock received by Stephen O'Rahilly in the Acquisition as an equityholder of record of Marea and (ii) 482,040 shares of Common Stock issuable upon conversion of Series C Preferred Stock received by Dr. O'Rahilly in the Acquisition as an equityholder of record of Marea.

•

Joshua Lehrer, M.D., M.Phil, FACC served as the Chief Executive Officer and as a member of the board of directors of Marea from October 2023 until the closing of the Acquisition. Dr. Lehrer has also served as our President and Chief Operating Officer since September 2026. Subject to approval of the Required Company Stockholder Matters, Dr. Lehrer is expected to be appointed as our President and Chief Executive Officer and as a member of our board of directors.

•

Ian Clements, Ph.D. served as the Chief Financial Officer of Marea from August 2024 until the closing of the Acquisition. Subject to approval of the Required Company Stockholder Matters, Dr. Clements is expected to be appointed as our Chief Financial Officer.

•

Ted Love, M.D. served as a director of Marea and chairman of the board from May 30, 2023 until the closing of the Acquisition. Dr. Love has also served as a member of our board of directors since September 2026. Subject to approval of the Required Company Stockholder Matters, Dr. Love is expected to continue to serve as a director and to be appointed as chairman of our board of directors.

•

Vyas Ramanan, Ph.D., served as a director of Marea from June 2024 until the closing of the Acquisition. Subject to approval of the Required Company Stockholder Matters, Dr. Ramanan is expected to be appointed as a member of our board of directors.

•

Robert Harrington, M.D., served as a director of Marea from December 2024 until the closing of the Acquisition. Subject to approval of the Required Company Stockholder Matters, Dr. Harrington is expected to be appointed as a member of our board of directors.

•

Aaron Royston, M.D., served on the board of directors of Marea from June 2024 until the closing of the Acquisition. Dr. Royston is a designee of venBio L.P.. Subject to approval of the Required Company Stockholder Matters, Dr. Royston is expected to be appointed as a member of our board of directors.

•

Jeffrey Tong, Ph.D., served on the board of directors of Marea from December 2021 until the closing of the Acquisition. Dr. Tong is an affiliate of Third Rock V and Third Rock VI. Subject to approval of the Required Company Stockholder Matters, Dr. Tong is expected to be appointed as a member of our board of directors.

•

Charles Homcy, M.D., is a co-founder of Marea.

•

Sir Stephen O'Rahilly, M.D., FRS, is a co-founder of Marea.

•

Joshua Rabinowitz, M.D., Ph.D., is a co-founder of Marea.

•

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

•

block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;

•

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

•

an exchange distribution in accordance with the rules of the applicable exchange;

•

privately negotiated transactions;

•

short sales and settlement of short sales;

•

through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

•

broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share;

•

a combination of any such methods of sale; and

•

any other method permitted pursuant to applicable law.

•

our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 12, 2026; as amended by Amendment No. 1 to our Annual Report on Form 10-K/A for the year ended December 31, 2025, filed with the SEC on April 28, 2026;

•

our Quarterly Reports on Form 10-Q for the quarter ended March 31, 2026, filed with the SEC on May 11, 2026; and for the quarter ended June 30, 2026, filed with the SEC on August 6, 2026;

•

our Definitive Proxy Statement on Schedule 14A for our Annual Meeting filed with the SEC on October 19, 2026 (except for information contained therein which is furnished rather than filed); and

•

our Current Reports on Form 8-K (except for information contained therein which is furnished rather than filed) filed on January 21, 2026, February 27, 2026, March 9, 2026, May 4, 2026, May 29, 2026, June 9, 2026, July 17, 2026, July 24, 2026, August 4, 2026, September 17, 2026 (as amended on November 12, 2026), October 14, 2026 and November 9, 2026.

Item 14.

Other Expenses of Issuance and Distribution

 

 

 

 

SEC registration fee

 

 

$31,408.22

Printing and engraving

 

 

*

Legal fees and expenses

 

 

*

Accounting fees and expenses

 

 

*

Miscellaneous expenses

 

 

*

Total

 

 

$*

 

 

 

 

*

These fees will be determined based on the securities offered and the number of offerings and accordingly cannot be determined at this time.

Item 15.

Indemnification of Officers and Directors

Item 16.

Exhibits

 

 

 

 

Exhibit

Number

 

 

Description

2.1‡

 

 

Agreement and Plan of Merger, dated September 17, 2026, by and among Lisata Therapeutics, Inc., Mariner Merger Sub I, Inc., Mariner Merger Sub II, LLC and Marea Therapeutics, Inc. (incorporated by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K (File No. 001-33650) filed with the SEC on September 17, 2026).

3.1

 

 

Amended and Restated Certificate of Incorporation of Lisata Therapeutics, Inc., as amended, effective July 27, 2016 (incorporated by reference to Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q (File No. 001-33650) filed with the SEC on August 9, 2016).

3.2

 

 

Certificate of Amendment (Name Change) to the Amended and Restated Certificate of Incorporation, dated September 15, 2022 (incorporated by reference to Exhibit 3.2 to the Registrant's Current Report on Form 8-K (File No. 001-33650) filed with the SEC on September 15, 2022).

3.3

 

 

Certificate of Amendment (Reverse Stock Split) to the Amended and Restated Certificate of Incorporation, dated September 14, 2022 (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K (File No. 001-33650) filed with the SEC on September 15, 2022).

3.4

 

 

Certificate of Designation of Preferences, Rights and Limitations of Series C Non-Voting Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K (File No. 001-33650) filed with the SEC on September 17, 2026).

3.5

 

 

Amended and Restated Bylaws of Lisata Therapeutics, Inc. (incorporated by reference to Exhibit 3.2 to the Registrant's Quarterly Report on Form 10-Q (File No. 001-33650) filed with the SEC on August 9, 2016).

3.6

 

 

Amendments to Amended and Restated Bylaws of Lisata Therapeutics, Inc., effective as of September 18, 2017 (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K (File No. 001-33650) filed with the SEC on September 21, 2017).

3.7

 

 

Form of Certificate of Amendment to Amended and Restated Certificate of Incorporation of Lisata Therapeutics, Inc., (Reverse Stock Split), (incorporated by reference to Annex A to the Registrant's Definitive Proxy Statement on Schedule 14A (File No. 001-33650) filed with the SEC on

October 19, 2026).

4.1

 

 

Description of Securities (incorporated by reference to Exhibit 4.1 to the Registrant's Annual Report on Form 10-K, filed with the SEC on March 12, 2026).

5.1*

 

 

Opinion of Mintz, Levin, Cohn, Ferris, Glovsky, and Popeo, P.C.

10.1‡

 

 

Form of Securities Purchase Agreement, dated September 17, 2026, by and among Lisata Therapeutics, Inc. and each investor listed on Exhibit A thereto (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File No. 001-33650) filed with the SEC on September 17, 2026).

10.2

 

 

Form of Registration Rights Agreement by and among Lisata Therapeutics, Inc. and certain investors signatory thereto (incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K (File No. 001-33650) filed with the SEC on September 17, 2026).

10.3

 

 

Form of Registration Rights Agreement by and among Lisata Therapeutics, Inc. and certain former Marea stockholders (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File No. 001-33650) filed with the SEC on September 17, 2026).

23.1*

 

 

Consent of Grant Thornton LLP, independent registered public accounting firm.

23.2*

 

 

Consent of Ernst & Young LLP, Independent Auditors.

23.3*

 

 

Consent of Mintz, Levin, Cohn, Ferris, Glovsky, and Popeo, P.C. (included in Exhibit 5.1).

24.1*

 

 

Power of Attorney (included on signature page).

107*

 

 

Filing Fee Table

 

 

 

 

*

Filed herewith.

‡

Certain schedules, annexes and attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to provide, on a supplemental basis, a copy of any omitted schedules, annexes and attachments to the SEC or its staff upon request.

Item 17.

Undertakings

(a)

The undersigned Registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)

to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)

to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Filing Fee Table" in the effective registration statement; and

(iii)

to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)

That, for the purpose of determining liability under the Securities Act to any purchaser:

(i)

Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii)

Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(b)

That, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

 

 

 

 

 

LISATA THERAPEUTICS, INC.

 

 

 

 

 

 

By:

 

 

/s/ David J. Mazzo

 

 

 

 

David J. Mazzo, PhD

 

 

 

 

President and Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Signature

 

 

Title

 

 

Date

 

 

 

 

/s/ David J. Mazzo

 

 

President and Chief Executive Officer and Director (Principal Executive Officer)

 

 

November 12, 2026

David J. Mazzo, PhD

 

 

 

 

 

/s/ James Nisco

 

 

SVP, Finance and Treasury and Chief Accounting Officer (Principal Financial Officer and Principal Accounting Officer)

 

 

November 12, 2026

James Nisco

 

 

 

 

 

/s/ Gregory B. Brown

 

 

Chairman of the Board of Directors

 

 

November 12, 2026

Gregory B. Brown

 

 

 

 

 

/s/ Mohammad Azab

 

 

Director

 

 

November 12, 2026

Mohammad Azab

 

 

 

 

 

/s/ Jeffrey Farrow

 

 

Director

 

 

November 12, 2026

Jeffrey Farrow

 

 

 

 

 

/s/ Cynthia L. Flowers

 

 

Director

 

 

November 12, 2026

Cynthia L. Flowers, MBA

 

 

 

 

 

/s/ Heidi Henson

 

 

Director

 

 

November 12, 2026

Heidi Henson

 

 

 

 

 

/s/ Steven M. Klosk

 

 

Director

 

 

November 12, 2026

Steven M. Klosk, JD

 

 

 

 

 

/s/ Ted W. Love

 

 

Director

 

 

November 12, 2026

Ted W. Love, MD