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WAIVER TO AGREEMENT AND PLAN OF MERGER
This WAIVER TO AGREEMENT AND PLAN OF MERGER (this "Waiver"), dated April 2,
2026, is made by and among, Kuva Labs Inc., a Delaware corporation ("Parent"), Kuva Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser"), and Lisata Therapeutics, Inc., a Delaware corporation (the "Company"), and waives certain
provisions (as set forth herein) of that certain Agreement and Plan of Merger, dated March 6, 2026 (as the same may be amended, modified or restated in accordance with the terms thereof, the "Merger Agreement"), by and among Parent, Purchaser and the Company. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement.
WHEREAS, the parties hereto have agreed to extend the time under Section 1.1(a) of the Merger Agreement by which the Offer is to be commenced pursuant
to the Merger Agreement as set forth herein.
NOW, THEREFORE, the parties hereto agree as follows:
This Waiver may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and
delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.
[Signature Page to Agreement and Plan of Merger]
IN WITNESS WHEREOF, the parties have caused this Waiver to be executed and delivered by their respective duly authorized officers as of the date first
| KUVA LABS INC. | |||
| By: | /s/ Mark Land | ||
| Name: Mark Land | |||
| Title: Chief Executive Officer |
| KUVA ACQUISITION CORP. | |||
| By: | /s/ Mark Land | ||
| Name: Mark Land | |||
| Title: President |
| LISATA THERAPEUTICS, INC. | |||
| By: | /s/ David J. Mazzo, Ph.D. | ||
| Name: David J. Mazzo, Ph.D. | |||
| Title: President and Chief Executive Officer |