On November 9, 2026, Lisata Therapeutics, Inc. held its 2026 annual meeting of stockholders. At the meeting, stockholders approved two compensation-related plans: the 2026 Equity Incentive Plan and the 2026 Employee Stock Purchase Plan (ESPP).
The 2026 Equity Incentive Plan has an initial share reserve of 44,764,472 shares of the Company’s common stock. The number of shares reserved for issuance under this plan will automatically increase each January 1, beginning in 2027, by 5% of the outstanding shares on the preceding December 31, or a lesser amount determined by the plan administrator.
The 2026 ESPP has an initial share reserve of 3,730,372 shares. The number of shares reserved under this plan will also increase each January 1, beginning in 2027 and ending in 2036, by the lesser of the initial reserve, 1% of outstanding shares, or an amount determined by the administrator.
The meeting also addressed several other proposals. Stockholders elected Cynthia L. Flowers and Dr. Ted W. Love, M.D., as Class I directors to serve until the 2029 annual meeting. They also approved the ratification of Grant Thornton LLP as the independent registered public accounting firm for the year ending December 31, 2026.
Stockholders approved an amendment to the Company’s certificate of incorporation to allow for a reverse stock split of the common stock between a ratio of 1-for-5 and 1-for-15, to be determined by the Board of Directors. Additionally, stockholders approved a non-binding advisory vote on the executive compensation of the Company’s named executive officers.
Regarding the Conversion Proposal, which involves the issuance of shares upon conversion of the Company’s Series C Non-Voting Convertible Preferred Stock, the Annual Meeting was adjourned. The meeting will reconvene solely for this proposal on November 30, 2026, at 11:00 a.m. Eastern Time, via a virtual webcast.
