{"filing":{"accession_number":"0001140361-26-029541","cik":"0000320017","ticker":"LSTA","company_name":"LISATA THERAPEUTICS, INC.","form":"8-K","filing_date":"2026-07-24","report_date":"2026-07-24","primary_document":"ef20078724_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/320017/000114036126029541/ef20078724_8k.htm"},"events":[{"id":20363,"run_id":18335,"accession_number":"0001140361-26-029541","anchor_item_number":"1.02","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"summary":"Lisata Therapeutics terminated its material merger agreement with Kuva Labs Inc., dated March 6, 2026, after the parent company failed to obtain financing for the tender offer. The termination triggered a $2 million termination fee obligation and materially affects the company's strategic prospects.","company_name":"LISATA THERAPEUTICS, INC.","ticker":"LSTA","filing_date":"2026-07-24","form":"8-K","submitted_at":null,"items":[{"id":19699,"accession_number":"0001140361-26-029541","item_number":"1.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses termination of a material merger agreement dated March 6, 2026, between Lisata Therapeutics and Kuva Labs Inc. for an acquisition valued at $4.00 per share plus contingent value rights. The termination resulted from Parent's failure to obtain financing to fund the tender offer, triggering a $2 million termination fee obligation. This is a material M\u0026A event under Item 1.02 that would significantly affect investor assessment of the company's strategic prospects and financial position.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-24T16:16:40.375364+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":20364,"run_id":18335,"accession_number":"0001140361-26-029541","anchor_item_number":"8.01","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.75,"summary":"The Board is conducting a strategic review that explicitly contemplates reverse merger, business combination, asset sales, dissolution, or other strategic transactions, though no timetable or assurance of outcome has been provided. The scope of potential outcomes—including fundamental changes to the company's structure or existence—is material to investors.","company_name":"LISATA THERAPEUTICS, INC.","ticker":"LSTA","filing_date":"2026-07-24","form":"8-K","submitted_at":null,"items":[{"id":19700,"accession_number":"0001140361-26-029541","item_number":"8.01","item_title":null,"event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.75,"reasoning":"The Board is conducting a strategic review that explicitly contemplates reverse merger, business combination, asset sales, dissolution, or other strategic transactions. While the disclosure is preliminary and non-committal (\"no assurance,\" \"no timetable\"), the scope of potential outcomes—including fundamental changes to the company's structure or existence—is material to investors. This does not fit neatly into `ma_activity` (no transaction has been entered into or completed) or `terminal_other` (no imminent threat disclosed), but the existential and strategic nature of the review, combined with the explicit mention of dissolution as an option, warrants classification as a material event that transcends a single domain.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-24T16:16:40.375364+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":19699,"accession_number":"0001140361-26-029541","item_number":"1.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses termination of a material merger agreement dated March 6, 2026, between Lisata Therapeutics and Kuva Labs Inc. for an acquisition valued at $4.00 per share plus contingent value rights. The termination resulted from Parent's failure to obtain financing to fund the tender offer, triggering a $2 million termination fee obligation. This is a material M\u0026A event under Item 1.02 that would significantly affect investor assessment of the company's strategic prospects and financial position.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-24T16:16:40.375364+00:00","company_name":"LISATA THERAPEUTICS, INC.","ticker":"LSTA","filing_date":"2026-07-24"},{"id":19700,"accession_number":"0001140361-26-029541","item_number":"8.01","item_title":null,"event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.75,"reasoning":"The Board is conducting a strategic review that explicitly contemplates reverse merger, business combination, asset sales, dissolution, or other strategic transactions. While the disclosure is preliminary and non-committal (\"no assurance,\" \"no timetable\"), the scope of potential outcomes—including fundamental changes to the company's structure or existence—is material to investors. This does not fit neatly into `ma_activity` (no transaction has been entered into or completed) or `terminal_other` (no imminent threat disclosed), but the existential and strategic nature of the review, combined with the explicit mention of dissolution as an option, warrants classification as a material event that transcends a single domain.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-24T16:16:40.375364+00:00","company_name":"LISATA THERAPEUTICS, INC.","ticker":"LSTA","filing_date":"2026-07-24"}]}