Lisata Therapeutics (LSTA) Proxy filing summary

Executive summary

• Acquisition of Marea closed September 17, 2026; a concurrent private placement raised ~$225 million, with proceeds expected to advance MAR001/005 and MAR002 through clinical milestones.

• Post-financing ownership was 2.39% for pre-transaction holders, 59.54% for former Marea equityholders and 38.07% for private-placement investors, on a fully diluted, as-converted basis.

• Topline data from Phase 2b severe hypertriglyceridemia and Phase 2 acromegaly trials are expected in Q4 2027; approval of required proposals and Nasdaq’s application could enable a name and ticker change.

Voting matters and shareholder proposals

• Eight proposals seek election of Cynthia L. Flowers and Ted W. Love through 2029; auditor ratification; preferred conversion; a reverse split; equity-plan approvals; say-on-pay; and adjournment authority.

• The Board recommends FOR all eight proposals; the say-on-pay vote is advisory, and the Board and Compensation Committee intend to consider its results in future compensation decisions.

• Conversion approval covers Series C conversion into up to 385,034,614 common shares, subject to holder ownership limits; the issuance exceeds 20% and is treated as a change of control under Nasdaq rules.

• The proposed reverse split ratio is 1-for-5 to 1-for-10, at Board discretion, without reducing authorized shares; stated aims include meeting Nasdaq listing requirements and improving marketability.

• The 2026 Equity Incentive Plan reserves 44,764,472 shares; the 2026 ESPP reserves 3,730,372 shares. The ESPP purchase price is 85% of the lower offering-date or exercise-date fair market value.

Board of directors and corporate governance

• The seven-member Board is classified into three-year terms; six directors were determined independent under Nasdaq standards. Flowers and Love are the Class I nominees.

• Gregory B. Brown chairs the Board; the Chair and CEO roles are separate. Audit, Compensation, and Nominating and Governance committees have independent directors only.

• The Science and Technology Committee reviews development and regulatory strategy, R&D staffing and budgets, and business-development opportunities.