Investor rights firm Halper Sadeh LLC has initiated an inquiry into whether Lisata Therapeutics’ board fulfilled its fiduciary obligations when approving the sale to Kuva Labs. The investigation will examine if the board secured optimal value for shareholders, properly assessed Kuva’s offer, and provided all material information needed to evaluate the transaction. Halper Sadeh warns that deficiencies in these areas could violate federal securities laws and is encouraging Lisata investors to explore their legal options, with no upfront fees required.

Lisata’s board and Kuva Labs have unanimously approved a binding term sheet outlining an all-cash tender offer for all outstanding shares, accompanied by two non-tradeable contingent value rights. Shareholders will be solicited via formal tender offer documents to be filed with the SEC, and Lisata expects to finalize a definitive purchase agreement by February 27, 2026. The transaction process includes customary closing conditions and regulatory filings, with both companies committed to closing under agreed timelines.

Under the term sheet, each outstanding share will carry entitlement to two contingent value rights (CVRs). The first CVR becomes payable upon reversion of certain regional licensing rights to Lisata, and the second upon the filing of a new drug application by Kuva for Lisata’s lead peptide candidate. These milestone-based payments are designed to capture future upside tied to regulatory achievements and technology licensing developments.