Houston-based Kuva Labs Inc. has commenced a tender offer to acquire all outstanding shares of the New Jersey-based Lisata Therapeutics, Inc. (Nasdaq: LSTA). Kuva is offering USD 4.00 per share in cash, plus a non-tradeable contingent value right (CVR) worth up to an additional USD 3.00 per share, representing a total potential consideration of USD 7.00 per share subject to clinical and regulatory milestones. The transaction, governed by a merger agreement signed March 6, 2026, would give Kuva — a preclinical MR imaging company with no committed financing at commencement — global rights to certepetide, Lisata's cyclic peptide tumor-penetration enhancer.
Under the deal terms, the USD 3.00 CVR is split across two milestone payments: USD 1.25 per share upon completion of enrollment, 90% enrollment, or sponsor-initiated termination of the Phase IIa, double-blind, placebo-controlled GBM trial (Protocol LSTA1-GBM-2A); and USD 1.75 per share upon filing or regulatory acceptance of a New Drug Application for certepetide by any governmental authority worldwide. Kuva intends to fund the offer through a combination of credit facilities, private securities issuances, and other arrangements. Closing is expected in Q3 2026.
Certepetide (formerly LSTA1/CEND-1) is a cyclic RGD peptide that activates the CendR (C-end Rule) pathway, enabling co-administered anti-cancer agents to selectively penetrate solid tumors by binding neuropilin-1 receptors on tumor vasculature and parenchyma. The asset is currently being evaluated in the randomized, placebo-controlled Phase IIa GBM trial in combination with temozolomide in newly diagnosed glioblastoma — an indication with limited recent therapeutic advances. Critically, the Greater China rights to certepetide, previously licensed to Qilu Pharmaceutical Co., Ltd. since 2021, were mutually terminated on January 23, 2026, days after Kuva's term sheet was announced, making certepetide a fully unencumbered global asset at closing.