Shares of Lisata Therapeutics Inc (NASDAQ:LSTA) jumped nearly 85% in premarket trading on Wednesday after the clinical-stage drug developer said it has signed a binding term sheet to be acquired by privately held Kuva Labs, Inc.
Under the proposed deal, Kuva Labs plans to launch a tender offer to acquire all outstanding Lisata shares for $4.00 per share in cash, an 85% premium to Lisata’s most recent closing price. In addition, Lisata shareholders would receive two non-tradable contingent value rights (CVRs) worth $1.00 per share each, which could lift total consideration to $6.00 per share, implying a premium of roughly 180%.
The first CVR would become payable within 12 months after rights to certepetide in the Greater China region revert to Lisata from Qilu Pharmaceutical. The second CVR would be triggered if Kuva files a New Drug Application or similar regulatory submission for certepetide in any indication or geography.
Both companies’ boards have unanimously approved the term sheet, and they expect to finalize a definitive purchase agreement by February 27, 2026.
The transaction builds on Kuva’s November 2024 licensing agreement for Lisata’s iRGD cyclic peptide candidate, certepetide, which is being developed as a targeting and delivery-enhancing agent for Kuva’s NanoMark™ platform.
Certepetide has already secured Fast Track and Orphan Drug Designations for pancreatic cancer in both the U.S. and European Union, along with Orphan Drug status in the U.S. for glioma and osteosarcoma.