Lisata Therapeutics (LSTA) Proxy filing summary

Executive summary

• Acquired Marea Therapeutics on September 17, 2026; a September 18 private placement raised ~$225 million to advance MAR001/005 and MAR002 through clinical milestones.

• After the financing, fully diluted ownership was 2.39% for pre-acquisition holders, 59.54% for Marea holders and 38.07% for private-placement investors.

• Topline results from a Phase 2b severe-hypertriglyceridemia trial and a Phase 2 acromegaly trial are expected in Q4 2027.

Voting matters and shareholder proposals

• Eight proposals: elect Cynthia L. Flowers and Ted W. Love through 2029; ratify Grant Thornton; approve Series C conversion, a reverse split, 2026 equity plan, 2026 ESPP, say-on-pay and meeting adjournment if needed.

• The Board recommends FOR all proposals; support agreements cover holders representing ~3.6% of record-date common shares, committed to vote FOR Proposals 3–6.

• Proposal 3 seeks approval to issue common shares upon Series C conversion, exceeding 20% of outstanding shares and constituting a Nasdaq-rule change of control; Proposal 4 seeks a 1-for-5 to 1-for-15 reverse split.

• Say-on-pay is advisory and non-binding; the Board and Compensation Committee intend to consider the vote results in future compensation decisions.

Board of directors and corporate governance

• The eight-member Board has seven directors deemed independent under Nasdaq standards; Gregory B. Brown is Chair, separate from the CEO role.

• Ted W. Love joined the Board on September 17, 2026; Cynthia L. Flowers and Dr. Love are nominees for Class I seats through the 2029 annual meeting.

• Josh Lehrer became President and COO after the acquisition and is expected to become CEO if the required stockholder matters are approved.

• The Audit, Compensation, and Nominating and Governance Committees comprise independent directors; the Science and Technology Committee reviews R&D and regulatory strategy, staffing, budgets and business-development opportunities.