Material Agreement (Form 8-K)

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, as it may be amended from time to time, the "Merger Agreement"). Pursuant to the Amendment, the Company, Parent and Purchaser agreed to amend the offer price per share of common stock, par value $0.001 per share (the "Common Shares"), of the Company under the Original Merger Agreement from (A) (i) $5.00 per Common Share, net to the seller in cash, without interest, but subject to any applicable withholding of taxes plus (ii) one (1) non-tradeable contingent value right (each, a "CVR") which represents the contractual right to receive a contingent cash payment of $1.00 per CVR, subject to achievement of a specified milestone, to (B) (i) $4.00 per Common Share, net to the seller in cash, without interest, but subject to any applicable withholding of taxes plus (ii) one non-tradeable contingent value right which represents the contractual right to receive two contingent cash payments of up to an aggregate of $3.00 per CVR, subject to achievement of specified milestones.

Pursuant to the Amendment, the form of contingent value rights agreement attached to the Original Merger Agreement was amended and restated in its entirety as set forth in the form of contingent rights agreement attached to the Amendment as Exhibit A thereto (the "CVR Agreement"). Under the CVR Agreement, each CVR represents a non-tradable contractual contingent right to receive one (1) contingent cash payment of $1.25 per CVR (the "First Milestone Payment") upon the achievement of, with respect to a Phase 2a, double-blind, placebo-controlled, randomized, proof-of-concept study evaluating LSTA1 when added to standard of care (temozolomide) versus temozolomide and matching LSTA1 placebo in subjects with newly diagnosed Glioblastoma Multiforme (GBM) (Protocol Number: LSTA1-GBM-2A), (i) completion of enrollment of such trial, (ii) the enrollment of at least 90% of the target number of subjects of such trial or (iii) the termination of such trial by its sponsor for any reason (with the term "enrollment" meaning the process of registering qualified participants into such trial after confirming eligibility and obtaining informed consent, marking the point at which the participant becomes a subject of such trial) (the "First Milestone"), which shall be due and payable on the later of December 15, 2026 and the date that is forty-five (45) days following the achievement of the First Milestone, and one (1) contingent cash payment of $1.75 per CVR (the "Second Milestone Payment" and, collectively with the First Milestone Payment, the "Milestone Payments") upon the achievement of the filing or formal acceptance for review by any Governmental Body (as defined in the Merger Agreement) of any (i) New Drug Application submitted to the FDA in the U.S. in accordance with the FDCA requesting approval to market or commercialize any pharmaceutical product that contains or incorporates the product candidate referred to as certepetide (formerly LSTA1 or CEND-1), alone or in combination with one or more other therapeutically active ingredients, including all formulations, dosages, or modes of delivery thereof (the "CVR Product") for any indication or patient population, or (ii) analogous application or submission to any other applicable Governmental Body requesting approval to market or commercialize the CVR Product for any indication or patient population (the "Second Milestone" and, collectively with the First Milestone, the "Milestones"), which shall be due and payable on the date that is forty-five (45) days following the achievement of the Second Milestone, in each case, prior to the earliest of (a) the mailing by the Rights Agent to the address or the payment of the Rights Agent to each holder of the Milestone Payment, (b) 11:59 p.m. New York City Time on the seventh (7th) anniversary of the Closing Date (as defined below), and (c) termination of the CVR Agreement. The CVR Agreement provides that, in the event that Parent fails to pay the First Milestone Payment in full on or prior to the date that it is due and payable, all unpaid amounts shall accrue interest commencing on such date, at a rate equal to the least of (x) ten percent (10%) per annum, (y) the Secured Overnight Financing Rate as published by the Federal Reserve Bank of New York (or any successor administrator thereof) as of such date, plus five percent (5%) per annum, and (z) the maximum rate permitted under applicable Law, in each case calculated on the basis of a 365-day year and the actual number of days elapsed, until all such amounts are paid in full.

In addition, 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 1, 2026, the date by which Purchaser is obligated under the Merger Agreement to commence the Offer would automatically be extended from May 29, 2026 to June 1, 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 6, 2026.

A copy of the Amendment is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference. A copy of the CVR Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing descriptions of the Amendment and the CVR Agreement do not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment and the CVR Agreement.