Lisata Therapeutics (NASDAQ:LSTA) shares soared Wednesday morning after the clinical-stage biotech announced a binding agreement to be acquired by privately held Kuva Labs.
The deal, structured as an all-cash tender offer, values Lisata at $4 per share—representing a staggering 85% premium over its most recent closing price.
Beyond the upfront cash, Lisata stockholders are poised for further gains through two non-tradeable Contingent Value Rights (CVRs).
Each CVR is valued at $1, potentially bringing the total deal value to $6 per share, a nearly 180% premium to the stock's pre-announcement level.
The first milestone is tied to the reversion of Greater China rights for Lisata's lead candidate, certepetide, while the second is triggered by the filing of a New Drug Application (NDA) for the therapy.
The acquisition follows a 2024 collaboration between the two firms, where Kuva licensed certepetide to enhance its NanoMark™ platform for advanced solid tumor imaging.
"This transaction provides immediate and certain value to our shareholders while allowing them to participate in the future regulatory success of certepetide," the companies noted in a joint statement.
Boards for both entities have unanimously approved the term sheet, with a definitive purchase agreement expected to be finalized before February 27, 2026.