Lisata Therapeutics Inc (NASDAQ:LSTA, FRA:8NE) said on Wednesday it has agreed to be acquired by privately held Kuva Labs in a cash deal valuing the clinical-stage drug developer at $4 per share, plus potential contingent payments tied to regulatory and licensing milestones.
Under the terms of a binding term sheet, Kuva will launch a tender offer to buy all outstanding Lisata shares for $4 each in cash, with shareholders also eligible to receive up to $2 per share through two non-tradeable contingent value rights, Lisata said.
The contingent payments include $1 per share payable within 12 months of the reversion of rights to Lisata’s lead drug candidate, certepetide, in the Greater China region, and an additional $1 per share upon Kuva filing a new drug application or similar registration to commercialize certepetide in any indication in any jurisdiction.
The $4 cash offer represents an approximate 85% premium to Lisata’s most recent closing price, while the total consideration including the contingent rights implies a premium of about 180%, the company said.
The transaction was unanimously approved by the boards of both companies, and the parties expect to enter into a definitive purchase agreement before the end of February.
Lisata is developing therapies for advanced solid tumors, including certepetide, an iRGD cyclic peptide designed to enhance drug delivery. In November 2024, Kuva licensed certepetide for use with its NanoMark platform technology to develop a new class of magnetic resonance imaging agents aimed at detecting solid tumors non-invasively.
Lisata shares were up about 85% in premarket trading at $3.98.